Confidential draft #1 as confidentially submitted to the U.S. Securities and Exchange Commission on June 12, 2026. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential.

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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, an emerging growth company, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “emerging growth company”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

KiNRG, Inc. is offering [__] shares of our common stock, par value $0.0001 per share. While our common stock is registered under the Securities Exchange Act of 1934, no public market currently exists for our common stock. We anticipate that the initial public offering price will be between $[__] and $[__] per share, and the number of shares of common stock offered hereby is based upon an assumed offering price of $[●] per share, the midpoint of such estimated price range.

We intend to apply to list our common stock on The NYSE American under the symbol “[___]”. No assurance can be given that our application will be approved. If our common stock is not approved for listing on The NYSE American, we will not consummate this offering.

The underwriter may also exercise their option to purchase up to [__] additional shares from us at the public offering price, less the underwriting discount, for 45 days after the date of this prospectus to cover over-allotments.

We expect to be an “emerging growth company” as that term is defined in the Jumpstart Our Business Startups Act of 2012 and a “smaller reporting company” as defined under the federal securities and, as such, will be subject to reduced public company reporting requirements.

Investing in our securities involves significant risk. You should carefully read and consider the information referred to under “Risk Factors” beginning on page 13 of this prospectus for a discussion of certain risks that you should consider in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock on or about [______________], 2026, subject to satisfaction of customary closing conditions.

The registration statement we filed with the Securities and Exchange Commission, or the SEC, includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus, the related exhibits filed with the SEC, and the documents included or incorporated by reference herein before making your investment decision. You should rely only on the information provided in this prospectus and the documents included or incorporated by reference herein or any amendment thereto.

Neither we nor the underwriter has authorized anyone to provide you with information that is different from that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. When you make a decision about whether to invest in our common stock, you should not rely upon any information other than the information in this prospectus or in any free writing prospectus that we may authorize to be delivered or made available to you. Neither the delivery of this prospectus nor the sale of our common stock means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy the shares of common stock in any circumstances or in any jurisdictions under which the offer or solicitation is unlawful. Persons who come into possession of this prospectus and any applicable free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectus applicable to that jurisdiction. See “Underwriting” for additional information on these restrictions

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management estimates have not been verified by any independent source, and we have not independently verified any third-party information. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements.”

This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this prospectus include, but are not limited to statements about:

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We believe that these factors include, but are not limited to the factors set forth under “Risk Factors.” Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

If any of the risks actually occur, either alone or in combination with other events or circumstances, or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that we do not presently know or that we currently believe are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect our expectations, plans or forecasts of future events and views as of the date of this prospectus. These forward-looking statements should not be relied upon as representing our assessments as of any date subsequent to the date of this prospectus. Accordingly, undue reliance should not be placed upon the forward-looking statements. While we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus forms a part with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

We expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect events or circumstances after the date on which such statements were made or to reflect the occurrence of unanticipated events, except as may be required by applicable securities laws.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the “Risk Factors” section of this prospectus and the financial statements and related notes appearing at the end of this prospectus before making an investment decision.

Unless the context provides otherwise, all references in this prospectus to “KiNRG,” “we,” “us,” “our,” the “Company,” or similar terms, refer to KiNRG, Inc. and its directly and indirectly owned subsidiaries on a consolidated basis.

Overview

Historically, KiNRG has been an early-stage company developing plans to design, permit, finance and construct our HydroThermal Reactor (“HTR”) projects. Following the acquisition of TRINITY on April 1, 2026, the Company's operations also include commercial construction and infrastructure services conducted through TRINITY.

Our core objective is to develop and commercialize our HTR concept, which is designed to generate electricity without combusting fossil fuels and to support applications that value reliable power. Each HTR project is expected to require project-specific development activities, including site identification and control, engineering, permitting and interconnection planning, and the negotiation of power purchase or other off-take arrangements. We intend to pursue a phased development approach, using engineering, modeling and third-party inputs to refine our designs and assess potential sites and commercial structures. We have not yet constructed or operated an HTR at commercial scale or generated revenue from commercial electricity production, and we may never be able to successfully construct and operate an HTR on a commercially viable basis.

In addition to constructing HydroThermal Reactors in the United States and abroad, the Company intends to establish partnerships at home and abroad to propagate these systems and meet increasing global demand for electricity. We have assembled a team of experienced business professionals, engineering, and scientific consultants from institutions including University of Oklahoma, Penn State University, Georgia Teck, NC State and Milwaukee School of Engineering with the proven ability to bring the idea to market. KiNRG has filed and been issued 8 patents with 5 patents pending. KiNRG has an office in Annapolis, MD, which is closing and moving it to its office in Herndon, VA, which is shared with its recently acquired TRINITY Group Construction, and the Company maintains an office for the CEO in Wilmington, NC.

On April 1, 2026, the Company acquired 100% of the shares of TRINITY Group Construction, Inc. (“TRINITY”) from Millard L. Wallen III, CEO and sole owner of TRINITY. Mr. Wallen is also President of KINRG, Inc. and has served in that capacity for over three years. TRINITY, among other construction projects, has previously constructed or construction managed over 2.5 million square feet of data centers and is currently constructing or construction managing over 1.5 million square feet of data centers in three states and Egypt.

TRINTY has been hosting the Company in its headquarters for over four years. The Company and TRINITY have been sharing their skills and expertise to modify and adapt the Company’s large HTR to a much smaller HTR specifically designed to service markets similar to the data center market that must rely on a constant base load of energy supply 24-7-365. The Company has not compensated TRINITY for use of its office space or personnel during the four years that the Company and TRINITY have been jointly creating a potential energy solution for data centers. The large HTR was designed to produce that maximum amount of energy year around without regard to any minimum baseload. The Company and TRINITY together redesigned the large HTR to a smaller HTR that the Company and TRINITY both believe will be well suited for the data center market. There can be no assurance that the data center market will adopt this solution.

The acquisition by the Company of TRINITY is the result of four years of collaboration between the companies. The combined business plan is to deliver data centers to data center developers as well as the energy to service the tenants of the data centers, independent of the grid. TRINITY will construct both the data centers and the HTRs in-house.

TRINITY plans to continue to construct data centers for the foreseeable future while the combined companies pursue joint data center/HTR projects in furtherance of the overall KiNRG’s long term business plan.

Our Technology

The HTR concept is intended to use ambient heat and evaporative cooling dynamics within a tower structure to create a downdraft that drives turbines to generate electricity, based on site-specific meteorological and other conditions. In our design, water is introduced into hot, relatively dry air in the tower to promote evaporative cooling, which we expect to create cooler, denser air that moves downward through the structure and is intended to drive turbines to generate electricity. The HTR is designed to create internal downdraft wind velocities housed in the tower (Reactor) that are compressed into wind tunnels at high speeds, with patented technology covering the extraction of energy from these high-velocity winds through multiple turbines placed within the tunnels and a closed-loop hydraulic drive system that spins generators. Actual performance, if any, will depend on site conditions, final engineering, construction, commissioning and ongoing operations.

We have assembled a team of experienced business professionals and engineering and scientific consultants and have filed for and been issued patents relating to the HTR concept. Over the past decade, KiNRG has focused on developing and refining its HTR concept and related intellectual property, including work with consultants and third parties with expertise in areas such as physics, meteorology and fluid dynamics. We have performed design and development activities, including prototyping and testing of components and models, and are advancing plans to develop HTR projects, including evaluating site conditions, engineering, permitting and interconnection planning, and potential commercial arrangements.

Intellectual Property

We own six U.S. patents and have applied for and received patents in foreign jurisdictions, including Morocco and Kuwait. The term of individual patents depends upon the legal term for patents in the countries in which they are obtained. In most countries, including the United States, the patent term is 20 years from the earliest filing date of a non-provisional patent application. Our patents cover a system of efficiently extracting energy using methods and components that are intended to produce cost-effective energy, including patents relating to efficient energy conversion devices, atmospheric energy extraction devices, methods and apparatus for compression and release and conversion of compressed air energy, and multi-stage wind turbines. KiNRG believes our intellectual property rights provide a barrier to entry for potential competitors. KiNRG has more recently filed applications for additional coverages.

Description	Patent/Application Number	Issued by	Issuance Date	Expiration Date
Efficient Energy Conversion Devices	#8120191	United States Patent and Trademark Office	2/21/12	2/20/32
Atmospheric Energy Extraction Devices	#8517662 B2	United States Patent and Trademark Office	8/27/13	8/26/33
Efficient Energy Conversion Devices and Methods	#8643204 B2	United States Patent and Trademark Office	2/4/14	2/13/34
Atmospheric Energy Extraction Devices	#8727698 B1	United States Patent and Trademark Office	5/20/14	5/12/34
Methods and Apparatus for Compression and Release and Conversion of Compressed Air Energy	#10989171 B2	United States Patent and Trademark Office	4/27/21	4/26/41
Multi-Stage Wind Turbines	#11486359	United States Patent and Trademark Office	11/01/22	10/31/42
Morocco patent for the Multi-Stage Wind Turbines	#65031	Office Marocian De La Propiete Industrielle Et Commerciale	11/29/24	11/29/44
Kuwait Patent for the Multi-Stage Wind Turbines	No. KW/P/2024/002425	Ministry of Commence & Industry, Trademarks & Patents Department	N/A	9/30/45

Industry and Market Opportunity

Electricity demand is expected to increase in many markets due to factors such as economic growth, electrification and the expansion of data centers. At the same time, many jurisdictions are implementing policies intended to reduce greenhouse gas emissions, and renewable and other lower-carbon energy sources have grown in importance in many markets, supported by factors such as technology improvements, customer demand and governmental policies and incentives. We believe these trends are contributing to continued investment in a range of generation, storage and grid solutions, including renewable and other lower-carbon technologies. However, the timing and extent of adoption of any particular technology is uncertain and depends on factors such as cost, performance, reliability, permitting and interconnection, and available financing. Future energy mix outcomes are uncertain and depend on factors such as economics, grid reliability requirements, permitting and interconnection constraints, the availability of capital, and changes in regulation.

We expect that competition for capital, sites, permits, equipment, contractors and customers may increase as renewable and other energy technologies continue to develop and as large, well-capitalized companies pursue opportunities in these markets. In the markets where KiNRG plans to conduct its business, it will compete with many energy producers, including electric utilities and large independent power producers, as well as other renewable energy sources such as solar, traditional wind, hydro and geothermal.

Business Model and Customers

Our business model contemplates developing one or more sites where HTR projects could be co-located with third-party electricity customers, such as data centers or other industrial users, and potentially with other facilities (such as hydrogen-related applications) developed and financed by third parties. We may evaluate opportunities in the United States and in other jurisdictions; however, we have not selected sites for any commercial-scale HTR projects, and we have not entered into binding agreements for development, construction, financing or off-take for any such projects. The feasibility, timing and economics of any project would depend on factors such as site conditions, permitting, access to water, interconnection and transmission, availability of capital, and the ability to negotiate arrangements with third parties.

KiNRG's business plan involves potential partnering with various entities such as utilities, sovereign nations and independent power producers. Each HTR is its own independent project, and KiNRG's involvement in each project is to facilitate the development with its expertise, intellectual property and project management team. KiNRG expects to receive development fees, licensing fees, and royalties on power sales from each project and/or ownership interests. KiNRG plans to sell the electricity either through contracts with utilities, directly into the open market or electricity commodities market, or directly to co-located customers. The Company may also sell the power plants themselves to large customers or utilities and/or operate such plants for customers or utilities.

KiNRG has developed a software-based tool for evaluating potential sites using available meteorological and geographic data, which we refer to as the "Energy Calculator." The Energy Calculator uses data such as hourly temperature, relative humidity and wind speed observations and applies modeling assumptions to estimate performance characteristics and to inform preliminary sizing of an HTR for a given location. We believe the Energy Calculator has informed our evaluation of a smaller modular HTR concept for potential base-load applications; however, we have not constructed an operating HTR and actual performance may differ materially from modeled estimates.

Following the acquisition of TRINITY, the Company's operations also include commercial construction and infrastructure services conducted through TRINITY Group Construction, Inc. (“TRINITY”). TRINITY is a commercial construction firm headquartered in Herndon, Virginia, serving clients throughout Virginia, Maryland, Washington, D.C. and Texas. Since 2002, TRINITY has provided preconstruction, design-build, general contracting and construction management services across a diverse range of projects. In addition to its primary focus on data centers and other mission-critical facilities, TRINITY provides construction services for high-rise and multi-family residential communities, industrial and warehouse facilities, corporate office interiors, healthcare facilities, educational facilities, religious institutions, restaurants and hospitality venues, capital improvement programs, base building construction and specialized tenant fit-out projects.

TRINITY’s business is built on long-standing customer relationships and repeat business. In addition to its mission-critical and data center work, TRINITY performs approximately 20 commercial construction projects annually, generally ranging from approximately $2 million to $20 million in project value. As of May 1, 2026, TRINITY's backlog for projects scheduled to be performed through April 30, 2027 was approximately $978.8 million.

The Company acquired TRINITY as part of its long-term strategy of combining data center development and construction capabilities with HTR-based energy infrastructure solutions. For the foreseeable future, TRINITY is expected to continue pursuing its existing construction and construction management business, including data center and other mission-critical infrastructure projects, while the Company continues the development of HTR technologies and evaluates opportunities to integrate future HTR deployments with data center projects and other energy infrastructure developments. The Company believes that TRINITY’s construction expertise, customer relationships and project execution capabilities position the combined business to pursue opportunities involving both data center infrastructure and independent energy generation solutions.

HTR Project Development

We are evaluating potential configurations for larger HTR projects and related infrastructure. Any cost, construction timeline, output and other estimates for a large-scale HTR or any associated third-party facility (including hydrogen-related facilities) are preliminary, are based on assumptions and third-party inputs, and may change materially as engineering and site diligence progress. We have not commenced construction of any HTR.

We are also evaluating a smaller modular HTR concept that we believe could be suitable for certain applications that require relatively steady electricity supply. Any projections regarding construction time, water usage, generating capacity or operational characteristics are estimates based on modeling assumptions and have not been validated through the operation of a constructed HTR. Actual performance, if any, may differ materially.

We currently expect that any HTR project would require project-specific financing and development activities. We may seek to rely on project financing to fund construction of HTR projects, and the availability of such financing is generally contingent on entering into long-term power purchase or other off-take arrangements with customers for each project. There can be no assurance that we will be able to enter into off-take arrangements or obtain project financing on acceptable terms, or at all, or that any required equity capital or tax credit monetization will be available.

Permitting requirements for any HTR project would be expected to vary by jurisdiction and site conditions. Although our HTR concept is designed to generate electricity without combusting fossil fuels, permitting and approvals may still be required at the local, state and potentially federal levels depending on factors such as land use, water sourcing, construction activities, environmental impacts and interconnection requirements. We have not selected a site for any commercial-scale HTR project and have not commenced any permitting process for such a project.

Markets and Regulation

KiNRG is investigating the feasibility of locating an HTR in California, Arizona, New Mexico and Texas, among other potential markets. California and Arizona have climates that may support HTR projects and are served by large utilities subject to renewable portfolio standards and related regulatory requirements. Due to federal regulations requiring that transmission owners provide open access to generators, independent power producers such as KiNRG would be able to develop energy projects and sell power to parties interconnected with the applicable transmission grid. Electricity producers are subject to the Federal Public Utilities Regulatory Policies Act ("PURPA") and applicable state regulations.

Environmental

The HTR is designed to be operated with minimal carbon footprint, fuel consumption, or waste production. The technology has the potential to generate clean, cost-effective and efficient electrical power without the damaging effects caused by using fossil or nuclear fuels and other conventional power sources. Actual lifecycle emissions, if any, would depend on factors such as construction materials, construction activities, water sourcing and pumping requirements, and operations and maintenance practices. KiNRG believes that increasing emphasis on green technologies and governmental incentives in the renewable energy industry should have a positive long-term effect on KiNRG's planned business. Numerous federal and state environmental laws can affect the development of renewable energy, and changes in environmental laws can pose significant expenses on renewable energy development.

Changes in federal, state and local environmental, energy and permitting policies may affect the development, financing and economics of renewable and alternative energy projects. Recent changes in governmental priorities and regulatory approaches relating to environmental and climate-related matters may result in modifications to existing incentives, permitting processes, funding programs or regulatory requirements. The ultimate impact of any such changes on the Company’s HTR business remains uncertain and will depend on the nature and timing of future legislative, regulatory and policy developments.

Acquisition of TRINITY Group Construction, Inc.

On March 31, 2026, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with TRINITY Group Construction, Inc., a Virginia corporation (“TRINITY”), and Millard L. Wallen, III (the “Seller”), pursuant to which we agreed to acquire 100% of the issued and outstanding capital stock of TRINITY (the “Acquisition”). TRINITY is a commercial general contractor based in the Washington, D.C. metropolitan area with a focus on mission-critical infrastructure, including data center construction and related services. TRINITY offers a broad range of services, including preconstruction, design-build, general contracting and construction management. TRINITY was founded in 2002 and, based on TRINITY’s internal records, has completed approximately 2.5 million square feet of data center space, and currently has contracts for construction of approximately 1.5 million square feet of data center space. TRINITY has operations in six states and is currently constructing data centers in three states. TRINITY has a significant amount of repeat-customer work. On April 1, 2026, the Company completed the Acquisition. As a result of the Acquisition, TRINITY became a wholly owned subsidiary of the Company, and the Company acquired all of TRINITY’s business operations and assets through ownership of its equity.

The Company has collaborated with the TRINITY executive team for over four years and has confidence in and fully supports TRINITY’s current business plan of constructing data centers as well as other mission critical and smaller projects. It is the intent of the Company and TRINITY to pursue new opportunities to construct data centers for data center developers and in-house construct HTRs to supply energy independent of the grid for data center tenants.

The Acquisition represents a strategic step in furtherance of the Company’s long-term business strategy to develop, construct and commercialize HTR projects and related energy infrastructure opportunities. The Company has collaborated with TRINITY and its management team for more than four years and believes that TRINITY’s experience in construction, project execution and mission-critical infrastructure complements the Company’s HTR development efforts. The Company believes the Acquisition aligns construction and project delivery capabilities with its long-term objective of developing integrated data center and energy infrastructure solutions, including opportunities to provide both data center construction and reliable power generation for data center and other energy-intensive applications.

In connection with the Acquisition, the Company issued an aggregate of 4,200,000 shares of its common stock as part of the consideration, consisting of 4,000,000 shares to Millard L. Wallen, III and 200,000 shares to Reginald J. Arnold, II. The shares were issued in private placements exempt from registration under the Securities Act of 1933, as amended, in reliance upon Section 4(a)(2) thereof and/or Rule 506 of Regulation D as transactions not involving a public offering. The following is a summary of certain material terms of the Acquisition and the Purchase Agreement and is qualified in its entirety by reference to the full text of the Purchase Agreement.

Purchase Price

The aggregate purchase price for the Acquisition is $12,400,000, consisting of: (i) $1,000,000 in cash, (ii) 4,200,000 shares of KiNRG common stock, at a price of $2.00 per share, and (iii) a promissory note in the principal amount of $3,000,000 (the “Promissory Note”).

Promissory Note

The Company issued the Promissory Note to Millard L. Wallen, III on April 1, 2026. The Promissory Note bears interest at 6.0% per annum and is due and payable in full, together with accrued interest, on the earlier of the closing of the Company’s public offering or September 30, 2026. The Promissory Note may be prepaid at any time without premium or penalty.

Upon the occurrence of an event of default, Millard L. Wallen, III, at his option, may declare all the Company’s obligations under this Promissory Note immediately due and payable, exercise all of his rights and remedies against the Company under any applicable law or this Promissory Note, or pursue any combination of the foregoing. Upon an event of default in the payment of principal, to the extent permitted by applicable law, such amounts then owing thereupon and thereafter shall bear interest at a rate per annum equal to 8.0%. The rights, options and remedies of Millard L. Wallen, III shall be cumulative and no failure or delay by Millard L. Wallen, III in exercising any right, option or remedy shall be deemed a waiver thereof or of any other right, option or remedy or a waiver of any event of default.

Closing

The closing of the Acquisition (the “Closing”) occurred on April 1, 2026, subject to the satisfaction or waiver of customary closing conditions.

Assets Acquired

Through the Acquisition, the Company acquired all of the issued and outstanding equity interests of Trinity, which operates as a construction services company.

Plan of Operation

Our Company’s core objective and focus is to become a provider of energy infrastructure and related technologies supporting clean and efficient power generation solutions for AI data centers, mission-critical facilities and other commercial and industrial applications, while continuing to develop innovative technological solutions for future energy and infrastructure needs.

Historically, the Company focused primarily on the development of HTR technologies and related energy concepts. The Company is currently developing plans for both smaller-scale and large-scale HTR systems designed to generate electricity and clean water by integrating and synthesizing proven and emerging technologies. The Company may also pursue strategic relationships and project opportunities in the United States and internationally in connection with the development, deployment and commercialization of HTR and related infrastructure solutions.

We have completed a number of operational, development and strategic milestones, including identifying and entering into agreements with industry consultants, engineers, technical advisors and other third-party specialists relating to HTR design, energy infrastructure development, project evaluation and related technologies. The Company expects to continue utilizing external consultants, engineering resources, construction expertise and strategic industry relationships in connection with the further development of HTR systems, infrastructure opportunities, AI data center-related projects. Following the acquisition of TRINITY, the Company intends to leverage TRINITY’s construction expertise and experience in mission-critical infrastructure projects as part of its broader strategy to develop integrated data center and HTR opportunities. The Company believes the acquisition further aligns the construction and project execution capabilities necessary to support its long-term objective of providing both data center infrastructure and reliable energy solutions for data center and other energy-intensive applications.

In April 2026, the Company acquired TRINITY, an infrastructure and construction-related business that the Company expects will support its long-term growth strategy and operational capabilities. The Company believes the acquisition of TRINITY expands its capabilities in infrastructure development, engineering, construction execution and customer relationships, including in mission-critical and data center-related markets. The Company expects TRINITY to support certain project development, operational and revenue-generating activities while the Company continues to pursue longer-term HTR and energy infrastructure opportunities.

Employees

As of December 31, 2025, KiNRG had a total of two full-time employees. Following our acquisition of TRINITY Group Construction, Inc., we also had approximately 70 employees at TRINITY as of April 30, 2026. The Company has agreed to hire an Executive Vice President of Development and Construction, a Vice President of Development and a Marketing Director, and will add additional staff in the areas of engineering, marketing and administration in the future. The Company relies on a number of expert consultants that have been advising the Company during the previous years.

Risk Factors

Our business is subject to numerous risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects that you should consider before making an investment decision. Investing in our common stock is highly speculative and involves a high degree of risk. Some of the more significant risks and uncertainties relating to an investment in our company are listed below. These risks are more fully described in the section titled “Risk Factors” in this prospectus.

Risks Related to Our Business and the Industry in Which We Compete

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We have a limited operating history and have primarily engaged in operations relating to the development of our business plan. We may not be able to successfully implement our business strategies.

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We anticipate significant future capital needs and future financings will involve a dilution of the interests of the stockholders.

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We expect to incur non-capitalized development costs and general and administrative expenses prior to the completion of construction and commencement of operation of our proposed projects. We cannot predict if we will ever achieve profitability and, if we do, we may not be able to sustain or increase our profitability.

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Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing and adversely affect our business, financial condition, and results of operations.

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Project development or construction activities may not be successful or may not proceed as planned and we may not be able to obtain the approvals, licenses, agreements, and permits necessary to operate portions of our business.

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Our business is subject to significant government regulation and, as a result, changes to such regulations may adversely affect our business.

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We may not be able to obtain access to the transmission lines necessary to deliver the power we plan to produce and sell.

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Changes in interest rates and debt covenants and increases in turbine and generator prices and construction costs may result in our proposed projects not being economically feasible.

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We may be unable to obtain project financing or other necessary capital on acceptable terms or at all, which could delay, reduce the scope of, or prevent the development and construction of our HTRs and materially adversely affect our business, financial condition, results of operations, and prospects.

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After the construction of our proposed projects, the electricity produced may be lower than anticipated because of equipment malfunction. Unscheduled maintenance can result in lower electricity production for several months or possibly longer depending on the nature of the outage, and correspondingly, in lower revenues.

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Changes in weather patterns may affect our ability to operate our proposed projects.

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Environmental damage on our properties may cause us to incur significant financial expenses.

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Larger developers have greater resources and expertise in developing and constructing renewable energy projects and the wind and solar energy industry in California is highly competitive.

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Our ability to hire and retain qualified personnel and contractors will be an important factor in the success of our business.

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The market in which we operate is rapidly evolving and we may not be able to maintain our profitability.

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Our planned operations will expose us to various international risks that could adversely affect our business.

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The occurrence of natural or man-made disasters could adversely affect our financial condition and results of operations.

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Assertions by a third party that the Company infringes its intellectual property could result in costly and time-consuming litigation, expensive licenses or the inability to operate as planned.

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Our business will be adversely affected if we are unable to protect its intellectual property rights from unauthorized use or infringement by third-parties.

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Geopolitical conflicts and disruptions in global energy markets may adversely affect our business, although such developments could also increase interest in alternative energy technologies.

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Risks associated with our ability to successfully integrate TRINITY into our long-term strategy of developing HTR projects and related energy infrastructure opportunities.

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Risks that we may not realize the anticipated strategic, operational or commercial benefits of the TRINITY acquisition.

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Risks associated with the construction industry, including project delays, labor shortages, cost overruns, subcontractor performance issues and supply chain disruptions affecting the TRINITY business.

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Risks associated with our ability to continue developing relationships with data center developers and pursue opportunities to combine data center construction and HTR-related energy solutions.

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Risks that TRINITY's historical operating results and construction backlog may not be indicative of future performance.

Risks Related to Ownership of our Common Stock

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We are a “smaller reporting company” and we have elected to comply with certain reduced reporting and disclosure requirements which could make its common stock less attractive to investors.

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A sale or perceived sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

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Market and economic conditions may negatively impact our business, financial condition and share price.

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If securities or industry analysts do not publish research or reports, or publish unfavorable research or reports about our business, our stock price and trading volume may decline.

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Because certain of our stockholders control a significant number of shares of our common stock, they may have effective control over actions requiring stockholder approval.

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Our share price may be volatile, and you may lose all or part of your investment.

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We do not intend to pay dividends for the foreseeable future, which could reduce the attractiveness of our stock to some investors.

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Provisions in our articles of incorporation and bylaws and Nevada law may discourage, delay or prevent a change of control of our company and, therefore, may depress the trading price of our stock.

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We may be subject to securities litigation, which is expensive and could divert management attention.

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FINRA sales practice requirements may also limit your ability to buy and sell our common stock, which could depress the price of our shares.

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No public market for our common stock currently exists, and an active public trading market may not develop or be sustained following this offering.

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The concentration of the capital stock ownership with our insiders after the initial public offering will likely limit the ability of the stockholders to influence corporate matters.

Company Information

The Company was incorporated under the laws of the State of Idaho on January 22, 1962, as Superior Mines Company. In 1964, the Company’s name was changed to Superior Silver Mines, Inc. On December 27, 2010, the Company reincorporated as a Nevada corporation. Prior to the reverse merger with Solar Wind Energy, Inc. on December 29, 2010 (the “Merger”),, the Company had been dormant for a number of years and had no known mineral reserves. On January 21, 2011, the Company changed its name from Superior Silver Mines, Inc. to Clean Wind Energy Tower, Inc. and on March 11, 2013, changed its name to Solar Wind Energy Tower Inc. along with its wholly-owned subsidiary, a corporation formed under the laws of the State of Delaware, which changed its name from Clean Wind Energy, Inc. to Solar Wind Energy, Inc. In October, 2019 the registration of each class of the Company’s securities was revoked, and the Company filed a Form 10-12G to re-register its common stock under Section 12(g) of the Exchange Act on September 8, 2025. On December 28, 2020 the company changed its name to KiNRG, Inc., and its subsidiary was changed to KiNRG Global Solutions, Inc.

On April 1, 2026, we completed the acquisition of TRINITY, a commercial general contractor focused on mission-critical infrastructure, including data center construction and related services. We believe the acquisition represents a strategic step in furtherance of our long-term objective of developing and commercializing our HTR technology and related energy infrastructure opportunities. While TRINITY is expected to continue serving third-party customers in the ordinary course of business, we view TRINITY as an integral part of our overall business strategy and believe its construction and project execution experience may support our future infrastructure development activities.

The current mailing address of KiNRG, Inc. is 13849 Park Center Road Suite A, Herndon, VA 20171. Our telephone number is 202-900-5674. Our website address is www.kinrg.com. Information contained in, or accessible through, our website does not constitute a part of this prospectus, and investors should not rely on such information in deciding whether to purchase shares of our common stock.

Implications of Being an Emerging Growth Company

We are an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

THE OFFERING

The following summary of the offering contains basic information about the offering and the common stock being offered, and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the common stock being offered, please refer to the section of this prospectus entitled “Description of Capital Stock.”

Common stock offered by us		[___] shares of our common stock, par value $0.0001 per share.

Over-allotment option		We have granted the underwriter a 45-day option to purchase up to [_____] additional shares of our common stock from us at the public offering price less underwriting discounts and commissions.

Common stock outstanding after this offering		[___] shares ( or [___] shares if the underwriters’ over-allotment option is exercised in full).

Use of proceeds		We estimate that the net proceeds from our sale of shares of our common stock in this offering will be approximately $[___] million, or approximately $[___] million if the underwriter exercises its over-allotment option in full, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

		We currently expect to use approximately $[___] of the net proceeds from this offering as follows:

	●	$3,000,000 to pay off the Promissory Note (see “Prospectus Summary - Acquisition of TRINITY Group Construction, Inc.”); and

	●	the remaining $[___] (or approximately $[___] if the underwriter exercises its over-allotment option in full) will be used for general corporate purposes including working capital requirements.

For additional information please refer to the section entitled “Use of Proceeds” on page 36 of this prospectus.

Dividend policy

We do not anticipate paying any cash dividends on our common stock. In addition, we may incur indebtedness in the future that may restrict our ability to pay dividends. See “Dividend Policy” on page 36.

Risk Factors		Investing in our common stock is speculative and involves a high degree of risk. See the section entitled “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.

NYSE American symbol		We have applied to list our common stock on The NYSE American under the symbol [____].

Lock-Up		In connection with this offering, our directors and officers and certain holders of our common stock as of the effective date of this registration statement will enter into customary “lock-up” agreements in favor of the underwriters for a period of six (6) months from the date of this offering. We have agreed with the underwriters that, for a period of six (6) months from the closing of this offering, we will not (a) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any capital stock or any securities convertible into or exercisable or exchangeable for capital stock; or (b) file or caused to be filed any registration statement with the SEC relating to the offering of any capital stock or any securities convertible into or exercisable or exchangeable for capital stock. See “Shares Eligible for Future Sale” and “Underwriting.”

Representatives’ Warrants		Upon the closing of this offering, we will issue to R.F. Lafferty & Co., Inc (“Lafferty”), as the representatives of the underwriters, warrants entitling the underwriters or their designees to purchase up to five percent (5%) of the aggregate number of shares of our common stock that we issue to investors in this offering. The warrants are exercisable for a five-year period commencing six months following the commencement of sales of the common stock in this offering. The warrants will have an exercise price per share equal to 110% of the public offering price of our shares of Common Stock offered hereby. The warrants and the shares of common stock underlying the warrants are being registered on the registration statement of which this prospectus forms a part. See “Underwriting — Representatives’ Warrants.”

The number of shares of our common stock to be outstanding after this offering is based on [*] shares of our common stock outstanding as of [●], 2026 and excludes the following:

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other shares of our common stock reserved for future issuance under the 2021 Incentive Stock Plan, or the Plan.

Unless otherwise indicated, this prospectus reflects and assumes the following:

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no exercise by the representatives of the underwriters of their over-allotment option; and

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no exercise of the representatives’ warrants.

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The summary unaudited pro forma condensed financial information will reflect the consummation of the TRINITY merger and will be derived from the Company’s unaudited pro forma condensed consolidated financial statements to be included elsewhere in this prospectus. The unaudited pro forma condensed balance sheet will give effect to the TRINITY merger as if it had occurred on the applicable balance sheet date, and the unaudited pro forma condensed statement of operations will give effect to the TRINITY merger as if it had occurred at the beginning of the applicable period presented.

The summary historical and pro forma financial information should be read together with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Condensed Consolidated Financial Information” and the consolidated financial statements and related notes included elsewhere in this prospectus.

Summary Consolidated Statement of Operations Data

(Year Ended December 31, 2025)

	KiNRG Historical			Trinity Historical		Pro Forma Adjustments		Pro Forma Combined
Revenues		—			257,274,405		—		257,274,405
Contract costs		—			248,311,805		—		248,311,805
Gross profit		—			8,962,600		—		8,962,600
Selling, general and administrative expenses		2,364,934			5,933,422		—		8,298,356
Operating income (loss)		(2,364,934	)		3,029,178		—		664,244
Total other income (expense), net		(22,548	)		748,532		—		725,984
(Loss) income before income taxes		(2,387,482	)		3,777,710		—		1,390,228
Provision for income taxes		—			2,250		—		2,250
Net (loss) income from continuing operations		(2,387,482	)		3,775,460		—		1,387,978
Net loss from discontinued operations		(317,123	)		—		—		(317,123	)
Net (loss) income		(2,704,605	)		3,775,460		—		1,070,855
Weighted-average shares outstanding, basic and diluted		54,832,811			—		4,200,000		59,032,811
Net loss per common share, basic and diluted		(0.049	)		—		—	$	0.018

Summary Consolidated Balance Sheet Data

(Year Ended December 31, 2025)

	KiNRG Historical			Trinity Historical		Pro Forma Adjustments			Pro Forma Combined
Cash and cash equivalents		328,466			8,918,182		(1,000,000	)		8,246,648
Total current assets		328,466			68,840,600		—			68,169,066
Property and equipment, net		—			149,949		—			149,949
Operating lease right-of-use assets		9,471			424,466		—			433,937
Intangible assets/goodwill (preliminary)		—			—
Total assets		337,937			69,425,015		—			73,259,539
Total current liabilities		883,705			65,120,919		3,000,000			69,004,624
Total liabilities		883,705			65,382,853		—			69,266,558
Total stockholders’ equity (deficit)		(545,768	)		4,042,162		—			3,992,981

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this prospectus before purchasing our common stock. If any of the following risks actually occur, we may be unable to conduct our business as currently planned and our financial condition and results of operations could be seriously harmed. In addition, the trading price of our common stock could decline due to the occurrence of any of these risks, and you may lose all or part of your investment.

We have a limited operating history with respect to our current business strategy and operations, which makes it difficult to evaluate our business prospects and future operating results.

Although the Company has existed in various forms for many years, our current business strategy, operations and growth initiatives are relatively recent and continue to evolve. In particular, we have limited operating history with respect to the development and execution of our current infrastructure, energy and mission-critical project activities, including projects associated with our recent acquisition of TRINITY. As a result, investors have limited historical information upon which to evaluate our business, operating results, management capabilities and future prospects.

Our future success will depend on a number of factors, many of which are outside of our control, including our ability to successfully execute projects, secure customer contracts, obtain financing, manage project costs and timelines, recruit and retain qualified personnel, integrate acquired operations, maintain regulatory compliance and respond to changing market conditions and customer demand. Our business strategy also requires significant operational coordination, project execution capabilities and capital resources, and we may encounter delays, cost overruns, operational difficulties, permitting issues, supply chain disruptions or other challenges as we continue to grow our operations.

In addition, our limited operating history in our current markets and business model makes it difficult to accurately forecast future revenues, operating results, cash flows and capital requirements. Our historical results may not be indicative of future performance, particularly as we continue to expand our operations, integrate acquisitions and pursue larger and more complex projects. We may not successfully execute our business strategy, achieve profitability or generate sufficient revenues or cash flows to sustain our operations.

If we are unable to successfully develop and execute our projects, manage our growth, obtain adequate financing or effectively respond to operational and market challenges, our business, financial condition, results of operations and growth prospects could be materially adversely affected, and investors could lose all or part of their investment.

The development of our planned projects requires substantial capital, and we may be unable to obtain the financing necessary to execute our business strategy.

The Company has experienced negative cash flows from operations since its inception. The Company will be required to spend substantial funds to continue research and development. It is estimated that the cost of permitting and constructing large HTR’s will be in excess of $2 billion and the cost of a green hydrogen plant will be in excess of $1.2 billion. The Company anticipates the cost of smaller HTR’s will be less than half the cost of the large HTRs and will be co-located with AI data centers which will be funded by others. The Company anticipates that long term energy (off take agreements) for the supply of electricity required for the AI data centers will support and enable the needed financing for the smaller HTR. The Company’s capital requirements will depend on many factors, primarily relating to the problems, delays, expenses and complications frequently encountered by development stage companies; construction and permitting delays and related issues; the progress of the Company’s research and development programs; the costs and timing of seeking regulatory approvals of the Company’s products under development; the Company’s ability to obtain such regulatory approvals; costs in filing, prosecuting, defending, and enforcing any patent claims and other intellectual property rights; the extent and terms of any collaborative research, manufacturing, marketing, or other arrangements; and changes in economic, regulatory, or competitive conditions or the Company’s planned business. In addition, we will need to raise funds for working capital purposes.

To satisfy its capital requirements, the Company expects to seek financing through a combination of public or private equity offerings, debt financings, project financing arrangements, strategic partnerships, joint ventures, customer arrangements, government incentives, grants and other financing sources. The Company may also seek to generate revenues and operating cash flows through infrastructure, engineering, construction and related operational activities, including through the TRINITY business, while continuing to pursue larger-scale HTR and energy infrastructure opportunities. In addition, the Company currently anticipates that smaller-scale HTR deployments and projects co-located with AI data centers may require significantly lower capital expenditures than large-scale HTR projects and may be developed incrementally or with financing and infrastructure support provided by customers, project partners or other third parties.

In addition, following the acquisition of TRINITY, the Company intends to integrate TRINITY’s construction expertise, project execution capabilities and industry relationships into its broader strategy of developing HTR projects and related energy infrastructure opportunities. While the Company believes that combining TRINITY’s construction capabilities with its HTR development efforts may create strategic opportunities, there can be no assurance that the anticipated benefits of the integration will be realized. In addition, management attention, personnel and other resources may be required to support integration efforts and the pursuit of joint HTR and data center opportunities, which could affect TRINITY’s ability to execute its existing business plan or pursue certain third-party opportunities. If the Company is unable to successfully integrate TRINITY or realize the anticipated strategic benefits of the acquisition, its business, financial condition and results of operations could be adversely affected.

There can be no assurance that any such financing, strategic relationships, customer arrangements, grants or operating cash flows will be available to the Company, or if available, that they will be available on acceptable terms or sufficient to support the Company’s planned operations and growth strategy. If adequate funds are not available when needed, the Company may be required to delay, reduce, restructure or abandon certain projects, defer capital expenditures, scale back operations or pursue financing arrangements that may be dilutive or otherwise unfavorable to stockholders. In addition, the Company may be required to relinquish rights or interests in certain projects, technologies or business opportunities in order to secure funding or strategic support. Any inability to obtain adequate financing or successfully execute the Company’s financing strategy could materially adversely affect the Company’s business, financial condition, results of operations and growth prospects.

KiNRG has a history of losses and may not achieve or maintain profitability in the future.

KiNRG incurred net losses from continuing operations of approximately $2.4 million and $1.2 million for the years ended December 31, 2025 and 2024, respectively, and had an accumulated deficit of approximately $29.0 million as of December 31, 2025. The Company expects to continue to incur significant operating expenses, development costs, capital expenditures and general and administrative expenses as it continues to develop its business, pursue permitting and regulatory approvals, expand operations, integrate the TRINITY business and pursue planned HTR, energy infrastructure and related project opportunities.

Our business strategy requires significant upfront investments in project development, engineering, permitting, equipment procurement, personnel, infrastructure and financing activities, and many of these expenditures may be incurred significantly in advance of the generation of meaningful revenues or cash flows, if any. In addition, our future operating results may be adversely affected by project delays, permitting or interconnection challenges, customer demand uncertainty, supply chain disruptions, increased labor and construction costs, financing constraints and other risks associated with large-scale infrastructure and energy-related projects.

Although the Company historically has incurred losses and negative operating cash flows, TRINITY has historically operated as an active construction services business. Following the Acquisition, the Company intends to integrate TRINITY's construction expertise, project execution capabilities and industry relationships into its broader strategy of developing HTR projects and related energy infrastructure opportunities. While the Company believes that combining TRINITY’s construction capabilities with its HTR development efforts may create strategic opportunities, there can be no assurance that the anticipated benefits of the integration will be realized. In addition, the integration process may require management attention and operational resources and could affect the execution of TRINITY's existing business plan. As a result, TRINITY’s historical revenues, profitability and operating performance may not be indicative of future results as part of the combined enterprise.

We may not be able to generate sufficient revenues, achieve profitability or maintain positive cash flows on a sustained basis. Even if we achieve profitability in future periods, we may not be able to sustain or increase profitability on a quarterly or annual basis. If we are unable to successfully execute our business strategy, secure financing, complete projects on commercially reasonable terms or effectively manage our costs and operations, our business, financial condition, results of operations and growth prospects could be materially adversely affected, and investors could lose all or part of their investment.

The report of our independent registered public accounting firm on our consolidated financial statements for the years ended December 31, 2025 and 2024 includes an explanatory paragraph stating that our recurring losses from operations, negative cash flows from operating activities, and accumulated deficit raise substantial doubt about our ability to continue as a going concern. The report of our independent registered public accounting firm on our consolidated financial statements for the year ended December 31, 2025 includes an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. For the years ended December 31, 2025 and 2024, the Company incurred net losses from continuing operations of approximately $2.4 million and $1.2 million, respectively, and had an accumulated deficit of approximately $29.0 million as of December 31, 2025. As of December 31, 2025, the Company had cash and cash equivalents of approximately $328,466 and a working capital deficit of approximately $555,239.

KiNRG has experienced recurring losses from operations and negative cash flows from operating activities and expects to continue to incur significant operating losses, development costs, capital expenditures and working capital requirements in connection with the execution of its business strategy and planned projects. The Company has historically relied on debt and equity financings to fund operations and meet liquidity needs. During the year ended December 31, 2025, the Company received proceeds of approximately $750,000 from the sale of common stock and approximately $250,000 from the exercise of common stock warrants.

Management currently believes that existing cash resources will not be sufficient to fund planned operations and capital requirements for the next 12 months without additional financing. Accordingly, the Company expects to seek additional capital through equity offerings, debt financings, project financing arrangements, strategic partnerships, customer arrangements, grants or other financing sources in order to continue operations and execute its business strategy. There can be no assurance that such financing or other capital sources will be available on acceptable terms, or at all.

A going concern qualification may adversely affect our ability to obtain financing, enter into strategic relationships, secure customer contracts, maintain supplier or subcontractor relationships or execute our growth strategy. In addition, concerns regarding our liquidity and financial condition may negatively affect investor confidence and our ability to access capital markets on favorable terms. If we are unable to obtain adequate financing or otherwise improve our liquidity position, we may be required to delay, reduce or discontinue certain operations or planned projects, and our business, financial condition, results of operations and growth prospects could be materially adversely affected.

Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. If we are unable to obtain sufficient additional funding or generate sufficient revenue to meet our operating expenses and other obligations as they come due, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital, restructure or refinance our indebtedness, or file for bankruptcy protection. We cannot assure you that we would be able to take any of these actions, that these actions would be successful and permit us to meet our scheduled debt service obligations, or that these actions would be permitted under the terms of our existing or future debt agreements. In the absence of sufficient financing or other resources, we may not be able to continue as a going concern, which could result in the liquidation of our assets at values significantly lower than those recorded in our financial statements, and investors could lose all or a significant portion of their investment in our securities.

Our ability to continue as a going concern will depend on our ability to successfully execute our business plan, including increasing revenues, reducing operating expenses, and securing additional financing on acceptable terms. However, there can be no assurance that we will be able to achieve these objectives, and the presence of the going concern qualification may make it more difficult or costly to raise additional capital, further exacerbating our liquidity challenges.

The Company’s strategies for development of the business might not be successful.

The Company is currently evaluating potential development strategies for the further development of HTR technology and implementation of the construction of HTR’s. It may take several years, if ever, for the Company to achieve cumulative positive cash flow. The Company could experience significant difficulties in executing its business plan, including: inability to successfully implement the Company’s business plan; changes in market conditions; inability to obtain necessary financing; delays in completion of the Company’s projects or their underlying technologies; inaccurate cost estimates; changes in government or political reform; or the Company may not benefit from the proposed projects as the Company expected. The Company’s inability to develop and market the Company’s HTR’s successfully and to generate positive cash flows from these operations in a timely manner would have a material adverse effect on the Company’s ability to meet the Company’s working capital requirements.

We expect to rely upon strategic relationships in order to execute our business plan and the Company may not be able to consummate the strategic relationships necessary to execute its business plan.

The Company plans to enter into and rely on strategic relationships with other parties, in particular to acquire rights necessary to develop and build proposed HTR’s and to develop and build such projects. These strategic relationships could include licensing agreements, partnerships, joint ventures, or merger or acquisition activity. The Company believes that these relationships will be particularly important to the Company’s future growth and success due to the size and resources of the Company and the resources necessary to complete the Company’s proposed projects. The Company may, however, not be able to successfully identify potential strategic relationships.

Even if the Company does identify one or more potentially beneficial strategic relationships, it may not be able to consummate these relationships on favorable terms or at all, obtain the benefits it anticipates from such relationships or maintain such relationships. In addition, the dynamics of the Company’s relationships with possible strategic partners may require the Company to incur expenses or undertake activities it would not otherwise be inclined to undertake in order to fulfill the Company’s obligations to these partners or maintain the Company’s relationships.

To the extent the Company consummates strategic relationships; it may become reliant on the performance of independent third parties under such relationships. Moreover, certain potentially critical strategic relationships are only in the early stages of discussion and have not been officially agreed to and formalized. If strategic relationships are not identified, established or maintained, or are established or maintained on terms that become unfavorable, the Company’s business prospects may be limited, which could have a negative impact on the Company’s ability to execute the Company’s business plan, diminish the Company’s ability to conduct the Company’s operations and/or materially and adversely affect the Company’s business and financial results.

We depend on key personnel, the loss of which could have a material adverse effect on us.

Our performance depends substantially on the continued services and on the performance of our senior management and other key personnel. Our ability to retain and motivate these and other officers and employees is fundamental to our performance. The unexpected loss of services of one or more of these individuals could have a material adverse effect on us. We are not protected by a material amount of key-person or similar life insurance covering our executive officers and other directors. We have entered into employment agreements with our executive officers, but the non-compete period with respect to certain executive officers could, in some circumstances in the event of their termination of employment with the Company, end prior to the employment term set forth in their employment agreements.

Certain legal proceedings and regulatory matters could adversely impact our results of operations.

From time to time, the Company may be subject to legal proceedings, claims, disputes, investigations and regulatory matters arising in the ordinary course of business, including matters involving contracts, project execution, employment matters, intellectual property, permitting and regulatory compliance, construction activities, commercial disputes and other business matters. In addition, the Company may become involved in disputes with customers, subcontractors, suppliers, financing sources, joint venture partners, utilities, governmental authorities or other third parties in connection with the development, permitting, financing, construction or operation of planned projects and related business activities.

For example, in March 2026, the Company received notice of a lawsuit by the holder of a note payable by AGP seeking payment of principal in the amount of approximately $80,000 and accrued interest of approximately $121,883. Although the Company believes the claims are without merit and intends to vigorously defend the matter, litigation is inherently uncertain, and there can be no assurance regarding the outcome of this or any future legal proceedings.

Even if the Company is successful in defending against claims or proceedings, such matters may result in substantial legal fees, management distraction, reputational harm, increased costs or other adverse consequences. If any claims or proceedings are resolved adversely to the Company, the Company could be subject to damages, penalties, fines, injunctive relief, contractual liabilities or other material adverse outcomes.

In addition, the Company’s operations and planned projects are subject to evolving federal, state and local laws and regulations relating to environmental matters, permitting, energy infrastructure, workplace safety, employment practices and other regulatory requirements. Changes in laws or regulations, or the manner in which they are interpreted or enforced, could increase compliance costs, delay projects, restrict operations or otherwise adversely affect the Company’s business, financial condition, results of operations and growth prospects.

The Company’s operations and planned projects involve significant risks that may not be fully covered by insurance. The Company currently maintains insurance coverage that it believes is customary for businesses of its size and stage of development, including coverage relating to general liability, directors and officers liability, workers’ compensation, property damage and other operational risks. However, the Company may not maintain insurance coverage for all risks associated with its operations, project development activities, construction activities, regulatory matters, cyber incidents, environmental liabilities, business interruptions or other potential claims.

As the Company expands its operations, pursues larger infrastructure and energy-related projects and integrates the TRINITY business, it may become exposed to increased operational, construction, contractual, environmental, workplace safety and project execution risks. In addition, certain losses or liabilities may exceed policy limits, be subject to significant deductibles or exclusions, or may not be insurable on commercially reasonable terms, or at all. Insurance coverage may also become more expensive or difficult to obtain in the future.

If the Company incurs substantial liabilities or losses that are not adequately covered by insurance, or if insurance proceeds are delayed or unavailable, the Company’s business, financial condition, results of operations and cash flows could be materially adversely affected.

Our planned operations will expose us to various international risks that could adversely affect our business.

We are seeking to reach agreements for the provision of key aspects of our business with foreign operators. The Company currently has no formal relationships with any foreign entities, and may seek to expand certain aspects of its business internationally in the future, including through relationships with foreign suppliers, contractors, technology providers, customers, financing sources or strategic partners. As a result, the Company may become subject to additional legal, operational, financial and political risks associated with international business activities and cross-border transactions.

International operations and relationships may expose the Company to risks relating to changes in foreign laws and regulations, tariffs, trade restrictions, sanctions, import and export controls, currency exchange fluctuations, political instability, economic uncertainty, supply chain disruptions, differing labor and employment practices, longer payment cycles and difficulties enforcing contractual rights or collecting receivables in foreign jurisdictions. In addition, international operations may require the Company to devote significant management attention and resources to compliance with foreign legal and regulatory requirements, including anti-corruption, trade compliance, environmental and tax regulations.

The Company may also rely on certain foreign suppliers or manufacturers for equipment, components or other materials necessary for planned projects and operations. Disruptions involving foreign suppliers, shipping delays, geopolitical conflicts, trade disputes, increased tariffs or restrictions on imports or exports could increase costs, delay projects or otherwise adversely affect the Company’s operations and growth strategy.

There can be no assurance that the Company will be able to successfully manage the risks associated with any current or future international activities or relationships. Any such risks or disruptions could materially adversely affect the Company’s business, financial condition, results of operations and growth prospects.

The occurrence of natural or man-made disasters could adversely affect our financial condition and results of operations.

We are exposed to various risks arising out of natural disasters, including earthquakes, hurricanes, fires, floods and tornadoes, and pandemic health events such as COVID, as well as man-made disasters, including acts of terrorism and military actions. The continued threat of terrorism and ongoing military actions may cause significant volatility in global financial markets, and a natural or man-made disaster could trigger an economic downturn in the areas directly or indirectly affected by the disaster. These consequences could, among other things, result in a decline in business and increased claims from those areas. Disasters also could disrupt public and private infrastructure, including communications and financial services, which could disrupt our normal business operations.

Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.

Should we experience a local or regional disaster or other business continuity problem, such as an earthquake, hurricane, terrorist attack, pandemic, security breach, power loss, telecommunications failure or other natural or man-made disaster, our continued success will depend, in part, on the availability of our personnel, our office facilities, and the proper functioning of our computer, telecommunication and other related systems and operations.

Our operations are dependent upon our ability to protect our technology infrastructure against damage from business continuity events that could have a significant disruptive effect on our operations. We could potentially lose operation of our projects or experience material adverse interruptions to our operations or delivery of services to our clients in a disaster recovery scenario.

We plan to regularly assess and take steps to improve upon our existing business continuity plans and key management succession. However, a disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we experience a disaster or other business continuity problem, could materially interrupt our business operations and cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.

Assertions by a third party that the Company infringes its intellectual property could result in costly and time-consuming litigation, expensive licenses or the inability to operate as planned.

The energy and technology industries are characterized by the existence of a large number of patents, copyrights, trademarks and trade secrets and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. There is a possibility of intellectual property rights claims against the Company. The Company’s technologies may not be able to withstand third-party claims or rights restricting their use. Companies, organizations or individuals, including the Company’s competitors, may hold or obtain patents or other proprietary rights that would prevent, limit or interfere with the Company’s ability to provide the Company’s services or develop new products or services, which could make it more difficult for the Company to operate the Company’s business. Any litigation or claims, whether or not valid, could be time-consuming, expensive to litigate or settle and could divert the Company’s managements’ attention and financial resources. If the Company is determined to have infringed upon a third party’s intellectual property rights, the Company may be required to pay substantial damages, stop using technology found to be in violation of a third party’s rights or seek to obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms, or at all, and may significantly increase the Company’s operating expenses or may require the Company to restrict the Company’s business activities in one or more respects.

The Company may also be required to develop alternative non-infringing technology that could require significant effort and expense or may not be feasible. In the event of a successful claim of infringement against the Company and the Company’s failure or inability to obtain a license to the infringed technology, the Company’s business and results of operations could be harmed.

The Company’s business will be adversely affected if the Company is unable to protect its intellectual property rights from unauthorized use or infringement by third-parties.

The Company intends to rely on a combination of trademark, patent, trade secret and copyright law, license agreements and contractual restrictions, including confidentiality agreements, invention assignment agreements and non-disclosure agreements with employees, contractors and suppliers, to protect the Company’s proprietary rights, all of which provide only limited protection. The Company believes its intellectual property rights are valuable, and any inability to protect them could reduce the value of the Company’s products, services and brand. Various events outside of the Company’s control pose a threat to the Company’s intellectual property rights as well as to the Company’s products and services. The efforts the Company has taken to protect its proprietary rights may not be sufficient or effective, may not be enforceable or may be capable of being effectively circumvented. The Company owned six U.S. patents and two foreign patents relating to its energy conversion, atmospheric energy extraction, compressed air energy and multi-stage wind turbine technologies, including technologies associated with the Company’s HTR systems and related infrastructure concepts. The Company has also filed additional patent applications and may continue to pursue further intellectual property protection in the future.

Any significant impairment of the Company’s intellectual property rights could harm the Company’s business or the Company’s ability to compete. Also, protecting the Company’s intellectual property rights is costly and time consuming. The Company has no prior intelledtual property disputes or enforcement actions. In addition, third parties may assert claims that the Company’s technologies, products or operations infringe upon their intellectual property rights, which could result in costly litigation, licensing requirements, injunctions or other liabilities.

The Company also seeks to maintain certain intellectual property as trade secrets. The secrecy could be compromised by outside parties, or by the Company’s employees, which would cause the Company to lose the competitive advantage resulting from these trade secrets.

If the Company is unable to adequately protect, maintain or enforce its intellectual property rights, or if such rights are challenged, invalidated or circumvented, the Company’s business, financial condition, results of operations and growth prospects could be materially adversely affected.

We are a “smaller reporting company” and we have elected to comply with certain reduced reporting and disclosure requirements which could make its common stock less attractive to investors.

We are a “smaller reporting company,” as defined in the Regulation S-K of the Securities Act of 1933, as amended, which allows us to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, and (2) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. In addition, as an emerging growth company, we are only required to provide two years of audited financial statements in this document. As a result of these reduced reporting and disclosure requirements our financial statements may not be comparable to SEC registrants not classified as emerging growth companies.

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Our independent registered public accounting firm is not be required to formally attest to the effectiveness of our internal control over financial reporting until we are no longer a “smaller reporting company”. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal controls in the future.

Investors may find our common stock less attractive as a result of our election to utilize these exemptions, which could result in a less active trading market for our common stock and/or the market price of our common stock may be more volatile.

We are eligible to be treated as an “emerging growth company”, as defined in the Securities Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors because we may rely on these reduced disclosure requirements.

We are eligible to be treated as an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised financial accounting standards until such time as those standards apply to private companies. We intend to take advantage of this extended transition period under the JOBS Act for adopting new or revised financial accounting standards.

For as long as we continue to be an emerging growth company, we may also take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including presenting only limited selected financial data and not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes Oxley Act. As a result, our shareholders may not have access to certain information that they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if our total annual revenue exceeds $1.235 billion, if we issue more than $1.0 billion in nonconvertible debt securities during any three-year period, or if before that time we are a “large accelerated filer” under U.S. securities laws. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive, as a result, there may be a less active trading market for our common stock and our share price may be more volatile.

Market and economic conditions may negatively impact our business, financial condition and share price.

Concerns over medical epidemics, energy costs, geopolitical issues, the U.S. mortgage market and a deteriorating real estate market, unstable global credit markets and financial conditions, and volatile oil prices have led to periods of significant economic instability, diminished liquidity and credit availability, declines in consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth, increased unemployment rates, and increased credit defaults in recent years. Our general business strategy may be adversely affected by any such economic downturns (including the current downturn related to the current COVID-19 pandemic), volatile business environments and continued unstable or unpredictable economic and market conditions. If these conditions continue to deteriorate or do not improve, it may make any necessary debt or equity financing more difficult to complete, more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and share price and could require us to delay or abandon development or commercialization plans.

We may be subject to securities litigation, which is expensive and could divert management attention.

Companies that have experienced volatility in the market price of their securities, operated at a loss, announced significant business developments, completed acquisitions, sought financing transactions or experienced changes in financial condition or operating results have in the past been subject to securities class action litigation, derivative lawsuits and other stockholder claims. Following this offering, we may become the target of securities litigation or other claims, including claims relating to our disclosures, financial reporting, business strategy, projections, capital raising activities, stock price performance, the TRINITY acquisition or other corporate transactions and developments.

In addition, because we are seeking to reestablish a public trading market for our common stock following a period in which no public market existed, the trading price of our common stock may be volatile and may fluctuate significantly in response to a variety of factors, including our operating results, financing activities, liquidity position, project developments, market conditions and broader economic or industry trends. Volatility in the trading price of our securities may increase the likelihood of litigation or stockholder claims.

Securities litigation and related proceedings are inherently costly, time consuming and disruptive. Such matters could result in substantial legal expenses, significant management distraction, reputational harm, increased insurance costs and diversion of financial and operational resources. In addition, any adverse judgment, settlement or other resolution of such proceedings could result in significant monetary damages, penalties or other liabilities and could materially adversely affect our business, financial condition, results of operations and cash flows.

If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to accounting controls and procedures in the future, or, if we discover additional material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult. [Our management determined that our disclosure controls and procedures and internal controls were ineffective as of [December 31, 2025 and 2024] and if they continue to be ineffective could result in material misstatements in our financial statements.]

If we fail to comply with the rules under the Sarbanes-Oxley Act related to disclosure controls and procedures in the future, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult. Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting. In connection with the audit of our consolidated financial statements for the years ended December 31, 2020 and 2019, our management concluded that the Company had material weaknesses in its internal controls because we did not have adequately designed internal controls to ensure the timely preparation and review of the accounting for certain complex, non-routine transactions by those with appropriate technical expertise, which was necessary to provide reasonable assurance that the Company's consolidated financial statements and related disclosures would be prepared in accordance with generally accepted accounting principles in the United States of America. In addition, we did not have adequately designed and documented financial close and management review controls to properly detect and prevent certain accounting errors and omitted disclosures in the financial statements and related footnotes. Upon completion of this offering, we intend to invest as soon as practicable in resources to create a larger finance function with additional personnel to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities. If additional material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.

Our HydroThermal Reactor concept is unproven at commercial scale and modeled performance may not be realized.

We have not constructed or operated a commercial-scale HTR and have no assurance that an HTR can be engineered, permitted, financed, constructed, commissioned and operated at the costs, outputs, water usage, or reliability we currently model. Key assumptions regarding site meteorology, water sourcing and pumping, turbine and generator integration, and O&M may prove inaccurate. Failure to achieve expected performance could impair our ability to secure customers, obtain project financing or generate revenues, and could result in impairment charges.

We may be unable to obtain project financing, secure site control, or enter into long-term off-take arrangements on acceptable terms for HTR projects.

Each HTR project will likely require site control, interconnection rights, major equipment, permits and significant upfront capital. Availability and cost of project financing typically depend on long-term power purchase or other off-take agreements with creditworthy counterparties. We have not executed binding off-take agreements. Market prices for electricity, evolving data center load requirements, and permitting or interconnection constraints may limit our ability to secure bankable off-take or finance projects on acceptable terms, or at all.

Permitting, water sourcing and interconnection uncertainties could delay or prevent HTR project development.

HTR projects would require multiple permits and approvals that vary by jurisdiction, including land use, environmental review, water rights and usage, construction, and grid interconnection. We have not begun any permitting processes for a commercial-scale HTR. Interconnection queues in certain markets have experienced material delays and increased study requirements. Inability to secure timely permits, sufficient water access, or interconnection capacity on acceptable terms could delay or prevent projects and increase costs.

Our business may depend on the availability of government incentives, tax credits, or favorable regulatory regimes that could change or expire.

Renewable energy project economics may benefit from incentives such as investment tax credits, accelerated depreciation, or state/local programs. Changes in law, guidance, transferability rules, or availability of tax capacity could reduce expected returns and impair our ability to finance projects, monetize tax attributes, or attract third-party capital.

Project development or construction activities may not be successful and proposed projects may not receive required permits or construction may not proceed as planned.

The development and construction of our proposed projects will involve numerous risks. We may be required to spend significant sums for preliminary engineering, permitting, legal, and other expenses before we can determine whether a project is feasible, economically attractive or capable of being built. Success in developing a particular project is contingent upon, among other things: (i) negotiation of satisfactory engineering, procurement and construction agreements; (ii) receipt of required governmental permits and approvals, including the right to interconnect to the electric grid on economically acceptable terms; (iii) payment of interconnection and other deposits (some of which may be non-refundable); (iv) obtaining construction financing; and (v) timely implementation and satisfactory completion of construction.

Successful completion of a particular project may be adversely affected by numerous factors, including: (i) delays in obtaining required governmental permits and approvals with acceptable conditions; (ii) uncertainties relating to land costs for projects ; (iii) unforeseen engineering problems; (iv) construction delays and contractor performance shortfalls; (v) work stoppages; (vi) cost over-runs; (vii) equipment and materials supply; (viii) adverse weather conditions; and (ix) environmental and geological conditions.

This prospectus contains forward-looking statements regarding, among other things, our anticipated growth, future financial performance, market opportunities, customer demand, operating results, cash flows, capital expenditures, acquisition strategy, international expansion plans and the expected benefits of acquisitions. These statements are based on management’s current expectations, estimates and assumptions, including assumptions regarding market demand for our services, customer capital spending, project timing and execution, availability and pricing of labor and materials, supply chain conditions, energy prices, permitting and regulatory requirements, financing availability, competitive conditions and general economic trends.

Forward-looking statements are inherently uncertain and involve substantial risks, assumptions and contingencies that are difficult to predict and beyond our control. Actual results may differ materially from those expressed or implied in the forward-looking statements due to numerous factors, including reductions or delays in customer spending, project cancellations, cost overruns, labor shortages, supply chain disruptions, increases in material or energy costs, adverse macroeconomic conditions, financing constraints, changes in environmental or permitting requirements, cybersecurity incidents, inability to retain key personnel, increased competition, failure to successfully integrate acquisitions, including the TRINITY acquisition, and other risks and uncertainties described elsewhere in this prospectus, including under “Risk Factors.”

In addition, our historical operating results may not be indicative of future performance, particularly following recent acquisitions and expansion initiatives. Accordingly, investors should not place undue reliance on any forward-looking statements contained in this prospectus. We cannot assure you that we will successfully execute our business strategy, achieve profitability, generate positive cash flow or realize the anticipated benefits of our acquisitions, investments or growth initiatives, and investors could lose all or part of their investment.

Our business is subject to significant government regulation and, as a result, changes to such regulations may adversely affect our business.

Although we are not regulated as a traditional public utility and independent power producers generally are not subject to the same degree of rate regulation and other regulatory oversight applicable to public utility companies, our operations and projects remain subject to extensive federal, state, provincial and local laws and regulations. These regulations relate to, among other things, environmental protection, zoning and land use, permitting, construction, energy usage, interconnection, emissions, workplace health and safety, taxation, pricing, competition and the sale and transmission of electricity. Our operations and projects may also be subject to oversight and regulatory requirements administered by governmental authorities and regulatory agencies, including the Federal Energy Regulatory Commission (“FERC”), state public utility commissions (“PUCs”), environmental agencies and local permitting authorities.

In particular, projects serving data center and other mission-critical infrastructure customers may require approvals, permits and coordination with multiple governmental agencies, public utilities, grid operators and regulatory authorities. Permitting and regulatory approval processes are often lengthy, complex, costly and uncertain and may result in significant project delays, increased costs, operational restrictions or the inability to commence or complete projects. Applicable laws and regulations are subject to change and interpretation by governmental authorities, which are often vested with broad discretion in the administration, implementation and enforcement of applicable requirements, permits and approvals.

Our projects and operations may also be adversely affected by changes in environmental laws and regulations, including those relating to greenhouse gas emissions, energy efficiency, water use, climate-related initiatives and power generation or transmission infrastructure. In addition, increasing electricity demand from data centers and other large-load customers has resulted in heightened scrutiny regarding grid capacity, utility interconnections, power availability and energy infrastructure development, which may increase regulatory uncertainty and permitting challenges for projects in our end markets. We may also be adversely affected by changes in tax laws, tariffs, trade restrictions, government incentives, energy policies or other regulations affecting our customers, suppliers or operations.

Failure to obtain, maintain or comply with required permits, approvals and regulations could result in fines, penalties, project delays, operational restrictions, permit revocations, suspension of operations, litigation or other liabilities. In addition, evolving regulations and inconsistent interpretations by governmental authorities may increase compliance costs, limit our ability to develop or operate projects and make it more difficult to forecast project timing, costs and profitability. Any such developments could materially adversely affect our business, financial condition, results of operations and cash flows.

We may be unable to acquire or lease land and/or obtain the approvals, licenses and permits necessary to build and operate our proposed projects in a timely and cost effective manner, and regulatory agencies, local communities or labor unions may delay, prevent or increase the cost of construction and operation of our proposed projects.

In order to construct and operate our proposed projects, we need to acquire or lease land and obtain all necessary local, county, state and federal approvals, licenses and permits. We may be unable to acquire the land or lease interests needed, may not receive or retain the requisite approvals, permits and licenses or may encounter other problems which could delay or prevent us from successfully constructing and operating proposed projects.

Proposed projects may be located on or require access through public lands administered by federal and state agencies pursuant to competitive public leasing and right-of-way procedures and processes. The authorization for the use, construction and operation of our proposed projects and associated transmission facilities on federal, state and private lands will also require the assessment and evaluation of mineral rights, private rights-of-way and other easements; environmental, agricultural, cultural, recreational and aesthetic impacts; and the likely mitigation of adverse impacts to these and other resources and uses. The inability to obtain the required permits and, potentially, excessive delay in obtaining such permits due, for example, to litigation, could prevent us from successfully constructing and operating our proposed projects. Moreover, project approvals subject to project modifications and conditions, including mitigation requirements and costs, could affect the financial success of our proposed projects.

Our future growth places significant demands on our management, operational and financial resources, and our inability to manage our growth effectively could materially adversely affect our business, financial condition and results of operations.

We have experienced, and expect to continue to experience, growth in our operations, including through the expansion of our project activities, customer relationships, workforce, geographic footprint and recent acquisitions, including the acquisition of TRINITY. Our growth strategy will require us to effectively manage a number of operational, financial and administrative challenges, including our ability to:

Our continued growth may place significant strain on our management, administrative, operational and financial infrastructure. In addition, rapid growth may increase the risk of project execution issues, delays, cost overruns, inconsistent operating results and control deficiencies. If we are unable to successfully manage our growth, maintain sufficient operational and financial controls, attract and retain qualified personnel or effectively execute our projects and integration activities, our reputation, customer relationships, business, financial condition, results of operations and cash flows could be materially adversely affected.

We may not be able to finance the development or the construction costs of building our planned projects.

Our business requires significant capital and working capital resources, and we may not be able to obtain sufficient financing to support our operations, growth strategy and project activities on acceptable terms, or at all.

Our operations and growth strategy require substantial capital expenditures, working capital and ongoing access to financing. We expect to continue to incur significant costs in connection with the development, construction, procurement and execution of our projects, including costs associated with labor, equipment, materials, subcontractors, permitting, interconnection and other project-related activities. In addition, certain projects may require significant upfront expenditures or long lead-time equipment purchases before we receive corresponding customer payments.

We do not currently generate sufficient cash flow from operations to fully fund all of our anticipated capital requirements, project development activities and growth initiatives. As a result, we may need to obtain additional debt or equity financing, project financing, working capital facilities or other sources of capital to support our operations and planned growth. Our ability to obtain additional financing depends on a variety of factors, many of which are beyond our control, including general economic conditions, capital market conditions, interest rates, investor sentiment, lender requirements, project performance, backlog visibility and customer demand.

Increases in interest rates, tightening credit markets, reduced availability of project financing, changes in government incentives or tax policies, adverse market conditions or deterioration in our operating performance could make financing more difficult or costly to obtain. If we are unable to obtain sufficient financing or access capital on acceptable terms, we may be required to delay, reduce or abandon certain projects, defer capital expenditures, reduce the scope of our operations, sell assets, pursue dilutive financing transactions or take other actions that could adversely affect our business, financial condition, results of operations and growth prospects.

We may not be able to obtain, maintain, or economically utilize access to the transmission and interconnection facilities necessary to deliver the power we plan to produce and sell, which could delay or prevent project completion, reduce energy sales, increase our costs materially, or expose us to liquidated damages and other liabilities.

Our ability to construct, commission, and operate our projects depends on timely and cost-effective access to electricity transmission and distribution systems and on securing and maintaining interconnection rights and, where applicable, deliverability status. Existing transmission facilities in the regions where we operate or plan to develop projects may have limited available capacity. In many cases, we must complete multi-stage interconnection studies, secure interconnection agreements, and fund system network upgrades or expansions identified by the relevant transmission provider, independent system operator or regional transmission organization. The scope, timing, and cost of required upgrades are uncertain and may increase significantly following restudies, changes in queue position, or system re-modeling. We may be required to post additional security, accept milestone schedules and performance guarantees, or agree to curtailment and congestion management provisions that reduce our expected output or revenues. If system impact, facilities, or restudy results require material upgrades, we may face higher interconnection costs than anticipated or be unable to proceed with a project on commercially reasonable terms.

Even where we secure interconnection agreements, we depend on third parties—including utilities, transmission owners and operators, and other queued projects—to complete network upgrades, shared facilities, and gen-tie lines on schedule and in accordance with required specifications. Delays, cost overruns, contractor non-performance, supply-chain constraints, permitting or right-of-way challenges, and force majeure events affecting these third parties may postpone our commercial operation dates or limit our ability to inject energy into the grid. We may also be required to construct, own, or contribute to the cost of new or expanded gen-tie lines and substation equipment, and there can be no assurance we will obtain the necessary permits, site control, or rights-of-way, or that such facilities will be completed when required.

Transmission system constraints, congestion, and curtailment may also reduce the amount of electricity our projects can deliver or the prices we receive. Grid operators may order curtailments or redispatch generation to maintain system reliability or manage congestion, which can be frequent in regions with high renewable penetration or limited transmission capacity. In addition, changes in market rules, transmission tariffs, loss factors, basis differentials, congestion rights allocations, or deliverability methodologies can adversely affect realized prices and revenues and may increase our costs to hedge or wheel power to offtake points. These factors may cause our projects to experience lower-than-expected capacity factors and revenues even when operating as designed.

Interconnection procedures and queue reforms are evolving and may impose additional milestones, study deposits, readiness requirements, withdrawal penalties, or restudy triggers. We may lose queue position or face increased costs or delays if we are unable to satisfy new requirements or if other projects in the queue withdraw or change their configurations, prompting restudies. Regulatory actions or orders at the federal, state, or local level, including changes implemented by the Federal Energy Regulatory Commission or applicable ISOs/RTOs, could further affect study timelines, cost allocation for network upgrades, curtailment practices, and our ability to secure or maintain deliverability.

If we are unable to secure or maintain interconnection rights and transmission access on terms and timelines consistent with our development plans, or if required upgrades are more extensive or costly than anticipated, we may need to redesign, downsize, delay, relocate, or abandon projects, incur significant additional capital and operating expenditures, accept less favorable offtake terms, or experience reduced energy deliveries and revenues. These outcomes could impair our ability to meet construction milestones or delivery obligations under power purchase agreements or other offtake arrangements and could subject us to liquidated damages, step-in or termination rights, or other contractual remedies. In severe cases, we may be unable to achieve commercial operation or may be forced to curtail operations, which could materially and adversely affect our business, financial condition, and results of operations.

Increases in equipment, material, labor and construction costs could adversely affect our profitability, project economics and growth prospects.

Our operations and project activities are subject to risks associated with increases in the costs of equipment, materials, labor, subcontractor services and construction activities. In recent years, the costs of critical equipment, including electrical equipment, generators, transformers, cooling systems and other infrastructure components, as well as labor and transportation costs, have experienced significant volatility due to inflationary pressures, supply chain disruptions, increased demand from data center and infrastructure markets, trade restrictions and long lead times for key components. In addition, shortages of skilled labor and subcontractor capacity in certain markets may further increase project costs and execution risks.

Many of our projects are competitively bid or performed under fixed-price or guaranteed maximum price arrangements, which may limit our ability to pass increased costs through to customers. Significant increases in project costs, delays in equipment procurement or supply chain disruptions could reduce project margins, negatively affect project economics, delay project completion or cause certain projects to become less economically attractive or commercially feasible. In addition, higher costs may reduce customer demand for new projects or result in delays, scope reductions or cancellations of planned projects. Any of these factors could materially adversely affect our business, financial condition, results of operations and growth prospects.

Increases in interest rates, financing costs and restrictive lending conditions could adversely affect our business, liquidity and the economic viability of our projects.

Our business and growth strategy require substantial capital expenditures, working capital and ongoing access to financing. Increases in interest rates, tighter credit markets, changes in lender requirements or more restrictive debt covenants may increase our borrowing costs, reduce the amount of capital available to us and adversely affect our ability to obtain project financing, working capital facilities or other sources of liquidity on acceptable terms, or at all.

Higher financing costs and reduced financing availability may also adversely affect our customers and counterparties, including by reducing capital spending, delaying project approvals or causing customers to defer, reduce or cancel planned projects. In addition, higher interest rates may negatively affect the economic returns and overall feasibility of certain projects by increasing development and construction costs and reducing expected cash flows and returns on investment. If we are unable to obtain sufficient financing, comply with debt covenants or access capital markets on favorable terms, we may be required to delay or abandon projects, reduce the scope of our operations or pursue alternative financing arrangements that could be dilutive or otherwise unfavorable. Any such developments could materially adversely affect our business, financial condition, results of operations and cash flows.

We may not be able to secure or maintain power purchase agreements or other long-term customer arrangements on favorable terms, which could adversely affect the economic viability of our projects and our ability to generate revenue.

The development and commercial success of certain of our projects may depend on our ability to enter into and maintain power purchase agreements (“PPAs”) or other long-term contractual arrangements with utilities, commercial customers, data center operators or other counterparties. We compete with numerous other energy developers and power providers for such arrangements, and there can be no assurance that we will be able to secure PPAs or other customer contracts on commercially acceptable terms, within expected timeframes or at all.

The availability and pricing of PPAs and other long-term arrangements may be affected by numerous factors beyond our control, including market electricity prices, competing generation sources, customer demand, regulatory requirements, utility procurement policies, interconnection availability, transmission constraints, financing conditions and broader economic conditions. In addition, counterparties may delay, reduce, terminate or decline to renew contractual arrangements due to changes in market conditions, project economics, energy demand or other factors.

Even if we successfully enter into PPAs or other customer arrangements, our projects may be subject to construction delays, permitting issues, supply chain disruptions, interconnection delays, equipment procurement challenges or other operational issues that could delay commercial operation or prevent us from satisfying contractual milestones and other obligations. Failure to meet required milestones or performance obligations could result in the modification, suspension or termination of customer agreements, loss of expected revenues, liquidated damages or other contractual liabilities.

If we are unable to secure or maintain PPAs or other long-term customer arrangements on favorable terms, or if such arrangements are delayed, terminated or become uneconomic, our business, financial condition, results of operations and growth prospects could be materially adversely affected.

We intend to rely on project financing to fund the construction of our small- and large-scale downdraft renewable energy towers (collectively, the “HTRs”). Project financing for renewable energy projects, including our HTRs, is typically non-recourse debt secured by the project’s assets and cash flows, and its availability is generally contingent upon securing long-term power purchase agreements (also known as off-take agreements) with creditworthy customers. These agreements would guarantee the purchase volume and price of the energy produced, providing lenders with assurance that debt obligations can be serviced. However, there can be no assurance that we will be able to enter into such off-take agreements on favorable terms, or at all, due to factors such as market demand for our energy output, competition from other renewable energy sources, regulatory changes affecting energy markets, or perceptions of the viability and reliability of our downdraft technology.

Even if we secure off-take agreements, project financing may not be available on acceptable terms, or at all. Lenders may require stringent conditions, including high interest rates, significant collateral, or equity contributions, which could increase our overall cost of capital. Economic conditions, such as rising interest rates, inflation, or disruptions in credit markets, could further limit access to financing. Additionally, if equity capital is required in connection with project financing, we may need to attract equity investors for individual HTR projects or assign proceeds from available investment tax credits (ITCs) or production tax credits (PTCs) under the U.S. Internal Revenue Code. However, the availability and value of these tax credits are subject to legislative changes, phase-outs, or elimination, and there is no guarantee that we will qualify for or monetize them effectively. For example, changes in tax policy, such as those potentially arising from shifts in U.S. federal administration or congressional priorities, could reduce or eliminate these incentives, making our projects less attractive to investors.

If we are unable to obtain sufficient project financing or alternative capital, we may be forced to delay, scale back, or abandon HTR construction projects, which could result in forfeited deposits, lost revenue opportunities, and damage to our reputation with partners and customers. We may also need to seek additional equity or debt financing from other sources, which could dilute existing stockholders’ interests, increase our leverage, or impose restrictive covenants that limit our operational flexibility. In extreme cases, failure to secure financing could lead to insolvency or force us to cease operations entirely. Our limited operating history and the novel nature of our downdraft technology may exacerbate these risks, as potential financiers may view us as a higher-risk investment compared to established renewable energy providers. Any of these outcomes could have a material adverse effect on our business, financial condition, results of operations, and prospects.

The performance of our projects may be adversely affected by equipment failures, operational disruptions, weather variability and changing climate conditions, which could reduce revenues and adversely affect our operating results.

Our projects and operations depend on the continued and reliable performance of complex equipment and infrastructure, including generation equipment, electrical systems, transformers, cooling systems, transmission and interconnection infrastructure and other critical components. Equipment failures, manufacturing defects, design issues, operator errors, cybersecurity incidents, software or control system failures, supply chain disruptions, insufficient maintenance or other operational problems could result in unplanned outages, reduced operating efficiency, project delays, increased maintenance and repair costs or prolonged interruptions in operations.

In addition, the performance of certain projects may be affected by weather conditions, climate variability and changing environmental patterns. Actual operating conditions may differ from historical data, forecasts and other assumptions used during the project development, engineering and evaluation process. Severe weather events, storms, flooding, droughts, extreme temperatures, wildfires or other climate-related events may damage equipment, disrupt operations, reduce generation capacity, delay construction activities or adversely affect transmission and interconnection infrastructure. Changes in long-term weather patterns or short-term seasonal variability may also reduce the efficiency, output or economic performance of our projects.

Any reduction in project performance, prolonged outage, operational disruption or failure of our projects to perform as anticipated could reduce revenues, increase operating costs, impair customer relationships and materially adversely affect our business, financial condition, results of operations and cash flows.

Environmental damage on our properties may cause us to incur significant financial expenses.

Environmental damage may result from the development and operation of our proposed projects. The construction of our proposed initial HTR involves, among other things, land excavation and the installation of concrete foundations. Equipment can be a source of environmental concern, including noise pollution, damage to the soil as a result of oil spillage, and peril to certain migratory birds and animals that live, feed on, fly over, or cross the property. In addition, environmental regulators may impose restrictions on our operations, which would limit our ability to obtain the appropriate zoning or conditional use permits for our project. We may also be assessed significant financial penalties for any environmental damage caused on properties that are leased, and we may be unable to sell properties that are owned. Financial losses and liabilities that may result from environmental damage could affect our ability to continue to do business.

Geopolitical conflicts, disruptions in global energy markets and increasing concerns regarding energy security may adversely affect our business, financial condition and results of operations.

Geopolitical conflicts, trade disputes, sanctions, disruptions in global energy markets and other macroeconomic events may contribute to volatility in commodity prices, capital markets, supply chains, construction costs and general economic conditions. Such developments could adversely affect our ability to obtain financing, secure equipment and materials, manage development costs, attract strategic partners and pursue future HTR projects on favorable terms or at all.

In addition, uncertainty regarding global energy supplies, energy pricing and governmental responses to energy market disruptions may affect investment decisions, infrastructure development and the availability of capital. While increased focus on energy security and reliable power generation may increase interest in alternative energy technologies and infrastructure solutions such as those we are seeking to develop, the timing, extent and ultimate impact of these developments remain uncertain. Any potential increase in market interest may not result in additional business opportunities, commercial arrangements or revenue for the Company.

Accordingly, geopolitical conflicts, global energy market disruptions and related economic uncertainty could materially adversely affect our business, financial condition and results of operations.

We face significant competition from larger and more established companies, as well as from alternative energy sources and technologies, which could adversely affect our ability to grow our business and maintain profitability.

We operate in highly competitive markets and face competition from a variety of participants, including electric utilities, large independent power producers, engineering and construction firms, infrastructure and energy developers, private equity-backed platforms and other companies serving the data center, mission-critical infrastructure and energy markets. Many of our competitors are substantially larger than us and have significantly greater financial, technical, operational, procurement, marketing and management resources, as well as more extensive experience developing, financing, constructing and operating large-scale infrastructure and energy-related projects.

In addition, we compete with other energy sources and technologies, including natural gas, nuclear, solar, battery storage, hydroelectric, geothermal and other conventional and renewable energy generation sources. The relative competitiveness of different energy sources depends on numerous factors, including fuel prices, technological developments, transmission availability, regulatory policies, government incentives, environmental regulations, reliability requirements and customer preferences. Changes in market conditions, utility procurement practices, energy pricing or technological advancements may reduce demand for certain projects, increase pricing pressure or adversely affect the economic viability of our projects and services.

Competition for project opportunities, suitable sites, land rights, transmission and interconnection capacity, skilled labor, subcontractors and critical equipment has intensified in many of our target markets, including California and other regions experiencing significant growth in data center and energy infrastructure development. In particular, projects in California and other highly regulated markets may face increased competition for available land, utility capacity, permits and interconnection access. In addition, delays or limitations in transmission infrastructure, grid capacity or utility approvals may make it more difficult or costly to develop or complete projects.

Many of our competitors may have greater access to capital, lower financing costs, stronger supplier relationships, larger workforces, vertically integrated operations or long-standing customer relationships that provide competitive advantages over us. Increased competition may reduce our margins, increase customer pricing pressure, reduce our market share, delay or prevent project development opportunities or otherwise materially adversely affect our business, financial condition, results of operations and growth prospects.

Our business depends on our ability to attract, retain and manage qualified personnel, subcontractors and other skilled resources, and labor shortages or workforce challenges could adversely affect our business and growth strategy.

Our success depends on our ability to attract, retain, train and effectively manage qualified personnel, including project managers, engineers, electricians, construction professionals, technical personnel and executive management. We also rely on subcontractors, specialty trades, equipment installers and other third-party service providers to support our operations and project execution activities. Competition for experienced personnel and skilled labor in the infrastructure, energy, construction and data center industries is intense and has increased in recent years due to significant demand for mission-critical infrastructure and data center-related projects.

Increased competition for qualified personnel and subcontractors may result in higher wages, increased subcontractor costs, reduced labor availability, lower employee retention rates and difficulties staffing projects in a timely manner. In addition, labor shortages, workforce disruptions, employee turnover, safety incidents or the inability to recruit personnel with the necessary technical expertise or industry experience could impair our ability to effectively manage projects, maintain customer relationships, comply with regulatory requirements and execute our growth strategy.

Our continued growth, including the integration of the TRINITY business and expansion into new markets, places significant demands on our management and operational infrastructure. If we are unable to successfully recruit, retain and manage qualified personnel, maintain sufficient subcontractor relationships or effectively scale our workforce and operational capabilities, we may experience project delays, reduced productivity, increased operating costs, inconsistent project execution, control deficiencies or loss of business opportunities. Any such developments could materially adversely affect our business, financial condition, results of operations and growth prospects.

The market in which we operate is rapidly evolving and we may not be able to maintain our profitability.

We operate in markets that are experiencing significant changes driven by increasing demand for data center and mission-critical infrastructure, electrification trends, evolving energy requirements, technological developments, changing customer preferences, regulatory developments and rapidly shifting market conditions. The industries and end markets we serve are highly competitive and subject to fluctuations in customer capital expenditures, financing availability, utility and interconnection constraints, supply chain conditions, labor availability and broader macroeconomic trends. As a result, demand for our services and projects may fluctuate significantly from period to period, and our historical operating results may not be indicative of future performance.

In addition, the timing, size and profitability of projects may vary materially due to factors outside of our control, including delays in customer decision-making, permitting or interconnection approvals, changes in project scope, supply chain disruptions, increased competition, technological changes, evolving energy infrastructure requirements and changes in utility procurement or capital spending priorities. The rapid pace of development in data center infrastructure and energy-related markets may also increase the risk that certain technologies, project assumptions, infrastructure requirements or market opportunities evolve more quickly than anticipated.

Many of our operating expenses, including personnel costs, facilities costs, equipment commitments and other overhead expenses, are relatively fixed in the short term and are based on our expectations regarding future growth and project activity. If revenues decline, projects are delayed or anticipated growth does not occur, we may not be able to reduce our costs sufficiently or in a timely manner to maintain profitability. Any significant shortfall in revenues relative to our expectations or expenditures could materially adversely affect our business, financial condition, results of operations and cash flows.

We may not successfully integrate the TRINITY business or realize the anticipated benefits of the acquisition, which could materially adversely affect our business, financial condition and results of operations.

On April 1, 2026, we completed the acquisition of TRINITY. The integration of TRINITY’s operations, personnel, systems, internal controls and other business functions will continue to require significant management attention and resources and may result in operational difficulties, increased expenses, disruptions to our business and diversion of management’s attention from our ongoing operations. We may encounter difficulties integrating TRINITY’s project-based construction operations into our existing business, including with respect to project execution, customer relationships, financial reporting, internal controls, operational processes and retention of key personnel. In addition, the anticipated benefits of the acquisition, including expanded customer relationships, increased capabilities and operational synergies, may not be realized within the expected timeframe, or at all.

TRINITY’s business is concentrated in mission-critical construction projects, including data centers, and its operating results may fluctuate based on project timing, customer demand and broader market conditions. Demand from data center and other mission-critical end markets may be adversely affected by macroeconomic conditions, financing availability and costs, regulatory or permitting constraints, power availability, supply chain disruptions, labor shortages, technological changes, customer budget reductions or delays in customer capital expenditures. In addition, hyperscale and other data center customers may delay, reduce or cancel projects, change project scope or seek to renegotiate pricing or other contractual terms, which could adversely affect our revenue, margins, cash flows and backlog visibility.

TRINITY’s construction projects are also subject to risks of cost overruns, delays, defects, performance issues, subcontractor disputes, procurement delays and other execution-related risks, particularly in connection with large and complex projects with compressed delivery schedules. The data center construction industry has experienced increasing competition, rising labor and material costs, long lead times for electrical and cooling equipment, and constraints relating to power infrastructure and utility interconnections, which may place additional pressure on project execution and margins. If we are unable to successfully integrate TRINITY or if TRINITY’s business does not perform as expected, our business, financial condition and results of operations could be materially adversely affected.

We have significant near-term repayment obligations under the promissory note issued in connection with the TRINITY acquisition, which may adversely affect our liquidity and financial condition.

In connection with the TRINITY acquisition, we issued a $3.0 million promissory note that bears interest at a rate of 6.0% per annum and matures upon the earlier of the closing of this offering or September 30, 2026. If this offering is not completed prior to the maturity date, we may be required to use a substantial portion of our cash resources to repay the note or seek alternative sources of financing. We may not be able to obtain additional financing or refinance the promissory note on acceptable terms, or at all. Any inability to repay, refinance or extend the maturity of the promissory note could result in a default under the note and could materially and adversely affect our liquidity, financial condition and business.

TRINITY’s business is subject to the risks inherent in the construction industry.

TRINITY’s operations involve risks commonly associated with construction projects, including project delays, labor shortages, subcontractor performance issues, cost overruns, supply chain disruptions, adverse weather conditions, site conditions, customer disputes, changes in project scope and other execution-related risks. These factors may increase project costs, reduce profitability, delay completion schedules or expose us to contractual claims and liabilities. Any of these events could adversely affect TRINITY’s operations, financial performance and cash flows and, as a result, our business, financial condition and results of operations.

TRINITY’s historical operating results, project backlog and customer relationships may not be indicative of future performance.

Prior to its acquisition by the Company, TRINITY operated as an independent construction business. TRINITY's historical revenues, profitability, operating cash flows, project backlog, customer relationships and operating results may not be indicative of future performance as part of a combined enterprise. Following the Acquisition, TRINITY's operations will be affected by a variety of factors, including integration activities, changes in market conditions, customer demand, competitive pressures, project mix, labor availability, material costs, financing conditions and the Company's broader business strategy.

In addition, while TRINITY currently has a backlog of construction projects and longstanding customer relationships, there can be no assurance that existing projects will be completed on anticipated schedules or at expected profit margins, that customers will continue to engage TRINITY for future projects, or that TRINITY will be successful in obtaining new business opportunities. Existing projects may be delayed, modified, suspended or terminated, and future opportunities may not materialize as expected.

Accordingly, investors should not rely on TRINITY’s historical operating results, project backlog or customer relationships as an indication of future revenues, profitability, operating cash flows or overall financial performance.

A significant portion of TRINITY’s business is associated with mission-critical infrastructure projects, including data center construction.

Demand for data center construction services may be affected by a variety of factors, including macroeconomic conditions, financing availability, customer capital spending, supply chain constraints, labor availability, power infrastructure limitations and broader market conditions. In addition, data center developers and operators may delay, reduce, modify or cancel projects. Any reduction in demand for data center construction services could adversely affect TRINITY's business, revenues, profitability and operating results.

Future financings will involve a dilution of the interests of the stockholders of the Company upon the issuance of additional shares of Common Stock or other securities.

We will need to engage in additional financings in the future. There can be no assurances that such financings will ever be completed, but any such financings will involve a dilution of the interests of our stockholders upon the issuance of additional shares of Common Stock or other securities. Attaining such additional financing may not be possible, or if additional capital may be otherwise available, the terms on which such capital may be available may not be commercially feasible or advantageous to existing shareholders. We expect to issue shares of our Common Stock and/or other securities in exchange for additional financing.

Our management will have broad discretion in how we use the net proceeds of this offering and might not use them effectively.

Our management will have considerable discretion over the use of proceeds from this offering. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used in a manner which you may consider most appropriate. Our management might spend a portion or all of the net proceeds from this offering in ways that our stockholders do not desire or that might not yield a favorable return. The failure by our management to apply these funds effectively could harm our business. Furthermore, you will have no direct say on how our management allocates the net proceeds of this offering. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

A sale or perceived sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

All of our executive officers and directors and certain of our stockholders have agreed not to sell shares of our common stock for a period of 180 days following this offering, subject to extension under specified circumstances. See “Underwriting”. Common stock subject to these lock-up agreements will become eligible for sale in the public market upon expiration of these lock-up agreements, subject to limitations imposed by Rule 144 under the Securities Act of 1933, as amended. If our stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock could fall. Moreover, the perceived risk of this potential dilution could cause stockholders to attempt to sell their shares and investors to short our common stock. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

If securities or industry analysts do not publish research or reports, or publish unfavorable research or reports about our business, our stock price and trading volume may decline.

The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us, our business, our markets and our competitors. We do not control these analysts. If securities analysts do not cover our common stock after the closing of this offering, the lack of research coverage may adversely affect the market price of our common stock. Furthermore, if one or more of the analysts who do cover us downgrade our stock or if those analysts issue other unfavorable commentary about us or our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fails to regularly publish reports on us, we could lose visibility in the market and interest in our stock could decrease, which in turn could cause our stock price or trading volume to decline and may also impair our ability to expand our business with existing customers and attract new customers.

Because certain of our stockholders control a significant number of shares of our common stock, they may have effective control over actions requiring stockholder approval.

Our directors, executive officers, and their respective affiliates, will beneficially own approximately [__]% of our outstanding shares of common stock. As a result, these stockholders, acting together, could have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, these stockholders, acting together, would have the ability to control the management and affairs of our company. Accordingly, this concentration of ownership might harm the market price of our common stock by:

Our failure to meet the continued listing requirements of the NYSE American could result in a de-listing of our common stock.

If after listing we fail to satisfy the continued listing requirements of the NYSE American, the NYSE American may take steps to de-list our common stock. Such a de-listing would likely have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. In the event of a de-listing, we would take actions to restore our compliance with NYSE American’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the NYSE American minimum bid price requirement or prevent future non-compliance with NYSE American’s listing requirements.

If our shares are delisted from the NYSE American and become subject to the penny stock rules, it would become more difficult to trade our shares.

The Securities and Exchange Commission (“SEC”) has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not obtain or retain a listing on the NYSE American and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

The market price for shares of our common stock may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control, including the following: (i) a decrease in the demand for market analysis or market insight products and services; (ii) the liquidity of our common stock or lack thereof; (iii) significant acquisitions or business combinations, strategic partnerships, joint ventures, or capital commitments by or involving us or our competitors; (iv) news reports relating to trends, concerns, technological or competitive developments, regulatory changes, and other related issues in our industry or target markets; (v) revenue and earnings performance can significantly impact investor confidence and influence share price movements; (vi) leadership transitions or high-profile personnel changes may create uncertainty among investors and impact share price stability; and (vii) rapid advancements or disruptions in technology within our industry could affect market perceptions of our company’s ability to innovate and compete, leading to share price volatility. Financial markets often experience significant price and volume fluctuations that affect the market prices of equity securities of public entities and that are, in many cases, unrelated to the operating performance, underlying asset values or prospects of such entities. Accordingly, the market price of our shares of common stock may decline even if our operating results, underlying asset values or prospects have not changed.

FINRA sales practice requirements may also limit your ability to buy and sell our common stock, which could depress the price of our shares.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares once publicly traded, have an adverse effect on the market for our shares, and thereby depress our share price.

The public offering price for our common stock sold in this offering will be determined by negotiation between us and the underwriter. This price may not reflect the market price of shares of our common stock following this offering and the price of shares of our common stock may decline. In addition, the market price of shares of our common stock could be highly volatile and may fluctuate substantially as a result of many factors, including:

In recent years, the stock markets in general have experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm the market price of shares of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs and our management’s attention and resources could be diverted.

No public market for our common stock currently exists, and an active public trading market may not develop or be sustained following this offering; the concentration of the capital stock ownership with our insiders after the initial public offering will likely limit the ability of the stockholders to influence corporate matters.

Prior to this offering, there has been no public market for our common stock since October 2019. Although we expect to apply to list our common stock on The NYSE American, an active trading market may not develop following the completion of this offering or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

Following the offering described in this prospectus, the executive officers, directors, 5% or greater stockholders, and their respective affiliated entities will in the aggregate beneficially own approximately [__]% of our outstanding common stock (assuming no exercise of the underwriter’s over-allotment option and no exercise of outstanding options). As a result, these stockholders, acting together, have control over matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions. Corporate actions might be taken even if other stockholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a corporate transaction that other stockholders may view as beneficial.

We do not intend to pay dividends for the foreseeable future, which could reduce the attractiveness of our stock to some investors.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases. In addition, we may incur debt financing to further finance our operations, the governing documents of which may contain restrictions on our ability to pay dividends.

Provisions in our articles of incorporation and bylaws and Nevada law may discourage, delay or prevent a change of control of our company and, therefore, may depress the trading price of our stock.

Our articles of incorporation and bylaws contain, or will contain upon completion of this offering, certain provisions that may discourage, delay or prevent a change of control that our stockholders may consider favorable. These provisions:

Future offerings of debt or equity securities may rank senior to our common stock.

We have a present need for additional capital, and we will likely continue to seek to raise new funding from time to time through the issuance of debt or equity securities. Our board of directors has the ability, without further approval of our stockholders, to issue debt or equity securities in the future, ranking senior to our common stock or otherwise incur additional indebtedness, it is possible that these securities or indebtedness will be governed by an indenture or other instrument containing covenants restricting our operating flexibility and limiting our ability to pay dividends to stockholders. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences, and privileges, including with respect to dividends, more favorable than those of our common stock and may result in dilution (perhaps significant) to our stockholders. Because our decision to issue debt or equity securities in any future offering or otherwise incur indebtedness will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of our future offerings or financings, any of which could reduce the market price of our common stock and dilute its value.

We may issue additional classes or series of preferred stock whose terms could adversely affect the voting power or value of our common stock.

Our Articles of Incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations, and relative rights, including preferences over our common stock respecting dividends and distributions, as our Board may determine. The terms of one or more additional classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or dividend or liquidation preferences we might assign to holders of preferred stock could affect the residual value of our common stock.

You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

You will incur immediate and substantial dilution as a result of this offering. After giving effect to the sale by us of [___] shares in this offering at a public offering price of $[__] per share (the mid-point of the range appearing on the front cover of this prospectus), and after deducting underwriting commissions and estimated offering expenses payable by us, investors in this offering can expect an immediate dilution of $[__] per share at the assumed public offering price. Additionally, to the extent that the warrants or options we will grant to our officers, directors and employees, are ultimately exercised, you will sustain future dilution. We may also acquire new businesses or finance strategic alliances by issuing equity, which may result in additional dilution to our stockholders. Following the completion of this offering, our board of directors has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of common stock, including shares issuable upon the exercise of options, or shares of our authorized but unissued preferred stock. Issuances of common stock or voting preferred stock would reduce your influence over matters on which our stockholders vote and, in the case of issuances of preferred stock, would likely result in your interest in us being subject to the prior rights of holders of that preferred stock. See the section entitled “Dilution.”

We will incur significant increased costs as a result of operating as a public company and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and Nasdaq, has imposed various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, we anticipate that compliance with these rules and regulations will increase our legal, accounting and financial compliance costs substantially. A number of those requirements will require us to carry out activities we have not done previously. For example, we will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, these rules and regulations may make our activities related to legal, accounting and financial compliance more difficult, time-consuming and costly and may also place undue strain on our personnel, systems and resources. Furthermore, if we identify any issues in complying with those requirements (for example, if we or our auditors identify a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain our current levels of such coverage. We estimate the additional costs we may incur to respond to these requirements to range from $[ ] to $[ ] annually, although unforeseen circumstances could increase actual costs. These increased costs will require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase our costs.

Since 2021, the securities of several companies have increasingly experienced significant and extreme volatility in stock price due to short sellers of shares of common stock and buy-and-hold decisions of longer investors, resulting in what is sometimes described as a “short squeeze.” Short squeezes have caused extreme volatility in those companies and in the market and have led to the price per share of those companies trading at a significantly inflated rate that is disconnected from the underlying value of our business. Sharp rises in a company’s stock price may force traders in a short position to buy stock to avoid even greater losses. Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment as the price per share has declined steadily as interest in those stocks has abated. We may be a target of a short squeeze, and investors may lose a significant portion or all their investment if they purchase our shares at a rate that is significantly disconnected from our underlying value.

An investment in our company may involve tax implications, and you are encouraged to consult your own advisors as neither we nor any related party is offering any tax assurances or guidance regarding our company or your investment.

An investment in our company generally involves complex federal, state and local income tax considerations. Neither the Internal Revenue Service nor any state or local taxing authority has reviewed the transactions described herein and may take different positions than the ones contemplated by management. You are strongly urged to consult your own tax and other advisors prior to investing, as neither we nor any of our officers, directors or related parties is offering you tax or similar advice, nor are any such persons making any representations and warrants regarding such matters.

We estimate that we will receive net proceeds of approximately $[__] million, or $[__] million if the underwriter exercises its over-allotment option in full, from the sale of the common stock offered by us, based upon the assumed initial public offering price of $[__] per share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase (decrease) in the assumed initial public offering price of $[__] per share would increase (decrease) the net proceeds to us from this offering by $[__] million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Although it is difficult to predict our liquidity requirements, based upon our current operating plan, and assuming successful completion of this offering, we believe we will have sufficient cash to meet the following milestones:

In furtherance of the foregoing, we intend to use the net proceeds of this offering as follows:

The expected use of net proceeds of this offering represents our current intentions based upon our present plan and business conditions. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering. We will have broad discretion in the application of the net proceeds in the category of “for general corporate purposes and to fund ongoing operations and expansion of our business,” and investors will be relying on our judgment regarding the application of the proceeds of this offering. For example, if we identify opportunities that we believe are in the best interests of our stockholders, we may use a portion of the net proceeds from this offering to acquire, invest in or license complementary products, technologies or businesses although we have no current commitments, understandings or agreements to do so. Depending on the outcome of our business activities and other unforeseen events, our plans and priorities may change and we may apply the net proceeds of this offering in different proportions than we currently anticipate.

Pending use of the proceeds from this offering as described above, we intend to invest the net proceeds of this offering in short-term, interest-bearing, investment-grade securities or certificates of deposit.

We have never paid dividends on our common stock, and currently do not intend to pay any cash dividends on our common stock in the foreseeable future. In addition, we may incur debt financing in the future, the terms of which will likely prohibit us from paying cash dividends or distributions on our common stock. Even if we are permitted to pay cash dividends in the future, we currently anticipate that we will retain all future earnings, if any, to fund the operation and expansion of our business and for general corporate purposes.

The following table sets forth our cash and cash equivalents and our capitalization as of [December 31, 2025] on:

The pro forma adjustments related to the TRINITY acquisition reflect the estimated impact of the acquisition and related transactions based on currently available information and assumptions management believes are reasonable. The pro forma as adjusted information giving effect to this offering is illustrative only and will depend on the actual initial public offering price and other terms of this offering.

This table should be read in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements and related notes thereto appearing elsewhere in this prospectus.

The table set forth above is based on [__] shares of our common stock outstanding as of [DATE].

Each $1.00 increase (decrease) in the assumed initial public offering price of $[__] per share, the midpoint of the range set forth on the cover page of this prospectus, would increase (decrease) each of pro forma as adjusted additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by approximately $[__] million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase (decrease) of one million in the number of shares we are offering would increase (decrease) each of pro forma as adjusted additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by approximately $[__] million, assuming the assumed initial public offering price per share, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing.

If you invest in our common stock in this offering, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock immediately after this offering. The historical net tangible book value (deficit) of our common stock as of December 31, 2025 was $([*]) million, or $([*]) per share. Historical net tangible book value (deficit) per share represents our total tangible assets less our total liabilities and convertible preferred stock, divided by the number of shares of outstanding common stock at December 31, 2025.

Pro forma net tangible book value per share represents the amount of our tangible assets less our total liabilities, divided by the number of shares of common stock outstanding, after giving effect to the TRINITY acquisition and related financing transactions as if such transactions had occurred on December 31, 2025.

After giving effect to the TRINITY acquisition and related financing transactions, our pro forma net tangible book value as of December 31, 2025 would have been $[ ] million, or $[ ] per share. After further giving effect to the receipt of the net proceeds from our sale of [__] shares of common stock in this offering at an assumed public offering price of $[__] per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, pro forma as adjusted net tangible book value as of December 31, 2025 would have been $[__] million, or $[__] per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $ per share to existing stockholders and an immediate dilution of $[__] per share to new investors purchasing common stock in this offering.

The following table illustrates this dilution on a per share basis to new investors (unaudited):

A $1.00 increase (decrease) in the assumed initial public offering price of $[__] per share, which is the midpoint of the range set forth on the cover page of this prospectus, would increase (decrease) the pro forma net tangible book value, as adjusted to give effect to this offering, by $[__] per share and the dilution to new investors by $[__] per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of one million in the number of shares of common stock offered by us would increase (decrease) the pro forma net tangible book value, as adjusted to give effect to this offering, by $[__] per share and the dilution to new investors by $[__] per share, assuming the assumed initial public offering price per share remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriter exercises its over-allotment option in full, the pro forma net tangible book value per share of our common stock, as adjusted to give effect to this offering, would be $[__] per share, and the dilution in pro forma net tangible book value per share to [__] investors in this offering would be $[__] per share of common stock.

The table below summarizes as of [December 31, 2025], on a pro forma basis described above, the number of shares of our common stock, the total consideration and the average price per share (i) paid to us by existing stockholders and (ii) to be paid by new investors purchasing our common stock in this offering at an assumed public offering price of $[__] per share, the midpoint of the price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

A $1.00 increase or decrease in the assumed initial public offering price would increase or decrease total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $[__], respectively, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase or decrease of one million in the number of shares offered by us would increase or decrease total consideration paid by new investors and total consideration paid by all stockholders by [__], respectively, assuming an initial public offering price of $[__] per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase or decrease of one million in the number of shares offered by us would increase or decrease the average price per share paid by all stockholders by $[__] and $[__] per share, respectively, assuming an initial public offering price of $[__], the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriter exercises its option to purchase [__] additional shares of our common stock in this offering in full, the percentage of shares of common stock held by existing stockholders will be reduced to [__]% of the total number of shares of common stock to be outstanding after this offering, and the percentage of shares of common stock to be owned by parties who will receive shares of common stock outside of this offering concurrently with the closing of this offering will be reduced to [__]% of the total number of shares of common stock to be outstanding after this offering, and the number of shares of common stock held by investors participating in this offering will be further increased to [__], or [__]% of the total number of shares of common stock to be outstanding after this offering.

To the extent that any outstanding options are exercised, new options are issued under our stock-based compensation plans or we issue additional shares of common stock in the future, there will be further dilution to investors participating in this offering. If all outstanding options under our incentive plans as of December 31, 2025 were exercised, then our existing stockholders, including the holders of these options, would own [__]% of the total number of shares of common stock to be outstanding after this offering and investors participating in this offering would own [__]% of the total number of shares of our common stock outstanding upon the completion of this offering. In such event, the total consideration paid by our existing stockholders, including the holders of these options, would be approximately $[__] million, or [__]% of [__], the total consideration paid by investors participating in this offering would be $ [__] million, or [__]% of [__], the average price per share paid by our existing stockholders would be $[__] and the average price per share paid by investors participating in this offering would be $[__].

If the underwriter exercises its option to purchase [__] additional shares of our common stock in this offering in full, and if all outstanding options under our incentive plans as of December 31, 2025 were exercised, then our existing stockholders, including the holders of these options, would own [__]% of the total number of shares of common stock to be outstanding after this offering and investors participating in this offering would own [__]% of the total number of shares of our common stock outstanding upon the completion of this offering. In such event, the total consideration paid by our existing stockholders, including the holders of these options, would be approximately $[__] million, or [__]% of [__], the total consideration paid by investors participating in this offering would be $[__] million, or [__]% of [__], the average price per share paid by our existing stockholders would be $[__] and the average price per share paid by investors participating in this offering would be $[__].

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion and analysis of our financial condition and results of operations together with our audited financial statements and related notes, included elsewhere in this prospectus. All amounts included herein with respect to the year-ended December 31, 2025 and 2024 are derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Our financial statements have been prepared in accordance with U.S. GAAP. In addition to historical consolidated financial information, the following discussions and other parts of this prospectus contain forward-looking statements that reflect our plans, objectives, expectations, intentions, and beliefs, which involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this prospectus.

We are focused on developing energy infrastructure and related technologies supporting clean and efficient power generation solutions for AI data centers, mission-critical facilities and other commercial and industrial applications. Historically, our operations primarily consisted of developing HTR technologies and related energy concepts. In April 2026, we completed the acquisition of TRINITY, a construction and mission-critical infrastructure business with which we had collaborated for more than four years. The acquisition was undertaken as part of our broader strategy to develop, construct and commercialize HTR projects and related energy infrastructure opportunities. We believe TRINITY’s construction expertise, project execution capabilities and experience in data center and mission-critical infrastructure projects complement our HTR development efforts and may support our long-term objective of providing integrated infrastructure and energy solutions. While TRINITY is expected to continue serving third-party customers in the ordinary course of business, we view TRINITY as an integral component of our overall business strategy rather than a separate business initiative.

Our historical financial statements primarily reflect KiNRG’s operations prior to the acquisition of TRINITY and do not reflect the impact of combining TRINITY’s construction and project execution capabilities with the Company’s long-term strategy of developing HTR projects and related energy infrastructure opportunities. As a result, our historical results of operations and financial condition may not be indicative of our future operating performance, cash flows or financial condition.

To date, KiNRG has generated limited revenues and have incurred recurring operating losses and negative cash flows from operations as we continue to invest in business development, project development activities, permitting efforts, infrastructure development and general corporate operations. We expect operating expenses, capital expenditures and working capital requirements to continue to increase as we pursue HTR development activities, data center and energy infrastructure opportunities and the integration of TRINITY’s construction capabilities into our broader business strategy.

Management believes that investors should evaluate our business and results of operations in light of our current stage of development, liquidity position, financing requirements, project development progress and the anticipated impact of the TRINITY acquisition on our future operations and growth strategy. Because the Company recently acquired TRINITY and is continuing to align TRINITY’s construction expertise and project execution capabilities with its long-term HTR and energy infrastructure objectives, period-to-period comparisons of historical operating results may not be meaningful indicators of future performance.

Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024

The following table summarizes KiNRG’s results of operations for the periods presented:

KiNRG has not generated revenue since inception. The Company’s activities during the periods presented primarily consisted of corporate development activities, financing efforts, project planning, technology development activities and operational expansion initiatives, including activities relating to the Company’s long-term HTR and infrastructure strategy.

Selling, general, and administrative expenses (“SG&A”) of KiNRG were $2,364,934 for the year ended December 31, 2025, an increase of $1,159,580 or 96.2%, compared to $1,205,354 during the year ended December 31, 2024. The increase was primarily attributable to higher stock-based compensation expense, increased payroll and related costs, increased professional fees associated with corporate, legal and accounting matters, increased consulting expenses and increased director compensation as KiNRG expanded its operational, financing and strategic activities during 2025. SG&A expenses consisted primarily of payroll and related costs, stock based compensation, professional fees, consulting expenses, and director compensation.

During the year ended December 31, 2025, KiNRG a gain on settlement of accounts payable in the amount of $4,000, which related to the settlement of certain outstanding liabilities for amounts less than the originally accrued balances. There was no comparable transaction in the prior period.

Interest expense was $26,548 during the year ended December 31, 2025, a decrease of $15,534 or 36.9%, compared to interest expense of $42,082 during the year ended December 31, 2024. The decrease was primarily attributable to lower outstanding indebtedness and reduced interest accruals during the 2025 period. Interest expenses consists of interest on the KiNRG’s note payable and related party loan payable.

For the reasons above, KiNRG had a net loss from continuing operations of $2,387,482 for the year ended December 31, 2025, an increase of $1,140,046 compared to $1,247,436 for the year ended December 31, 2024. The increase in net loss from continuing operations was primarily attributable to increased operating expenses, including higher stock-based compensation, payroll costs, professional fees and consulting expenses incurred in connection with KiNRG’s corporate, operational and strategic activities during 2025.

Net loss attributable to discontinued operations was $317,123 during the year ended December 31, 2025, an increase of $212,528 or 203.2% compared to $104,595 during the year ended December 31, 2024. Discontinued operations consist of the activities of AGP; KiNRG sold its interest in AGP on February 17, 2025, and recorded a loss on sale of subsidiary in the amount of $316,343. During the 2025 period, KiNRG sold its interest in AGP on February 17, 2025 and recorded a loss on sale of subsidiary of $316,343, which was the primary driver of the increase in net loss from discontinued operations.

For the reasons above, consolidated net loss was $2,704,605 during the year ended December 31, 2025, an increase of $1,352,574 or 100.0% compared to $1,352,031during the year ended December 31, 2024. The increase in consolidated net loss was primarily attributable to increased SG&A expenses and the loss recognized on the sale of AGP during the 2025 period.

Net loss attributable to non-controlling interest was $0 during the year ended December 31, 2025, a decrease of $20,089 compared to $20,089 during the year ended December 31, 2024. During the prior period, the Company held an 82.77% interest in Arizona Green Power (“AGP”). Following the sale of the Company’s interest in AGP on February 17, 2025, there was no remaining non-controlling interest balance during the 2025 period.

For the reasons above, net loss attributable to KiNRG was $2,704,605 during the year ended December 31, 2025, an increase of $1,372,663 compared to $1,331,942 during the year ended December 31, 2024. The increase was primarily attributable to higher operating expenses and the loss recognized on the sale of AGP during the 2025 period.

KiNRG’s cash flows used in operating activities was $698,542 during the year ended December 31, 2025, a decrease of $198,906 or 22.2% compared to $897,448 during the prior period. The decrease in cash used in operating activities was primarily attributable to increases in non-cash expenses, including stock-based compensation and accrued payroll, partially offset by KiNRG’s higher net loss during 2025. Cash flows from operating activities consists of the net loss of $2,704,605, adjusted for non-cash items including stock-based compensation of $1,264,173, loss on sale of subsidiary of $316,343, accrued payroll of $273,183 and accrued liabilities – related party of $100,000, loss on sale of subsidiary of $316,343, accrued payroll of $273,183 and accrued liabilities – related party of $100,000.

For the year ended December 31, 2025, cash provided by financing activities was $1,000,000, an increase of $400,000 or 66.7% compared to cash provided from financing activities of $600,000 during the prior period. The increase was primarily attributable to proceeds from the exercise of warrants of $250,000 during 2025, in addition to increased proceeds from the sale of common stock. Cash flows from financing activities consisted of proceeds from the sale of common stock of $750,000 and proceeds from the exercise of warrants of $250,000.

As of April 30, 2026, we had cash on hand of approximately $74,138,826. Management believes this amount may not be sufficient to meet our operating needs for the next 12 months, and in order to meet our working capital requirements, we will need to either raise sufficient capital or reduce our expenditures. We will rely on our ability to improve operating cash flow or raise additional capital through the sale of debt or equity securities in addition to our existing cash and cash equivalents to meet our working capital requirements for at least the next 12 months. There can be no assurance that we will be able to obtain additional financing on acceptable terms, or at all, or that we will successfully implement cost-reduction initiatives or generate sufficient cash flows from operations. As of April 30, 2026, we had a backlog of $ 978,798,693

The Company’s consolidated financial statements for the years ended December 31, 2025 and 2024 were prepared under the assumption that it would continue operations as a going concern. However, the factors listed above cause substantial doubt about the Company’s ability to continue as a going concern. Additionally, the report of the Company’s independent registered public accounting firm that accompanies the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024 contains a qualification in which such firm expressed substantial doubt about the Company’s ability to continue as a going concern. If we are unable to secure additional funding or achieve profitability, we may be required to curtail or cease operations, which could materially adversely affect our business, financial condition, results of operations, and prospects.

We have financed our operations since inception primarily through private offerings of our equity securities and debt financing.

KiNRG is in a pre-development and does not have any revenues from operations and will be dependent on funds raise to satisfy its ongoing capital requirements for at least the next 12 months. The Company will require additional financing in order to execute its operating plan and continue as a going concern. The Company currently expects that its primary sources of liquidity over the next 12 months will consist of existing cash on hand, potential proceeds from this offering, additional debt and equity financings, The Company intends to continue focusing on managing operating expenses, integrating TRINITY’s construction expertise and project execution capabilities into its broader business strategy, pursuing strategic relationships and evaluating HTR, data center and energy infrastructure opportunities.

In April 2026, the Company completed the acquisition of TRINITY. The Acquisition added an operating business with existing personnel, customer relationships and construction-related operations. The Company believes that TRINITY’s construction expertise, project execution capabilities and experience in mission-critical infrastructure projects support its broader strategy of developing HTR projects and related energy infrastructure opportunities. However, the Company also incurred additional obligations in connection with the Acquisition, including a $3.0 million promissory note that matures on the earlier of the closing of this offering or September 30, 2026. The Company expects that a portion of the proceeds from this offering, if completed, may be used for working capital purposes, repayment of acquisition-related obligations, integration costs and general corporate purposes.

The Company cannot predict whether this additional financing will be in the form of equity or debt, or be in another form. The Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In any of these events, the Company may be unable to implement its current plans for expansion or respond to competitive pressures, any of these circumstances would have a material adverse effect on its business, prospects, financial condition and results of operations.

Management expects that global economic conditions will continue to present a challenging operating environment through 2026. To the extent permitted by working capital resources, management intends to continue making targeted investments in strategic operating and growth initiatives. Working capital management will continue to be a high priority for 2026.

While we have been able to manage our working capital needs with the sale of equity, additional financing is required in order to meet our current and projected cash flow requirements from operations. We cannot predict whether this new financing will be in the form of equity or debt. We may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments.

Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and the downturn in the U.S. stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. However, inflation may have a significant impact on the future cost of HTR’s. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.

We do not maintain off-balance sheet arrangements, nor do we participate in any non-exchange traded contracts requiring fair value accounting treatment other than the operating leases as disclosed in Notes to Consolidated Financial Statements (Note 4).

Historically, the KiNRG’s capital expenditures have not been material, as the Company’s activities primarily consisted of corporate development activities, technology development efforts, project planning and operational expansion initiatives. The Company expects that capital expenditures may increase in future periods as the Company pursues infrastructure and energy-related project opportunities, expands operations, integrates the TRINITY business and advances development activities relating to HTR systems and related technologies. The timing and amount of future capital expenditures will depend on numerous factors, including financing availability, permitting activities, project development progress, strategic relationships and market conditions.

As of December 31, 2025, the Company’s contractual obligations primarily consisted of operating lease obligations, notes payable, related party obligations and other accrued liabilities reflected in the Company’s consolidated financial statements. In addition, in connection with the acquisition of TRINITY completed in April 2026, the Company issued a $3.0 million promissory note bearing interest at 6.0% per annum that matures on the earlier of the closing of this offering or September 30, 2026. The Company may also enter into additional contractual commitments and obligations in the future in connection with financing activities, project development efforts, infrastructure expansion activities and strategic business initiatives.

Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our consolidated financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.

We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our consolidated results of operations, financial position or liquidity for the periods presented in this prospectus.

The Company’s Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles, which require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net revenue, if any, and expenses, and the disclosure of contingent assets and liabilities.

Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Board of Directors. Management believes that the accounting estimates employed and the resulting balances are reasonable; however, actual results may differ from these estimates under different assumptions or conditions. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the consolidated financial statements. Management believes the following critical accounting policies reflect the significant estimates and assumptions used in the preparation of the Consolidated Financial Statements.

We utilize ASC 260, “Earnings Per Share” for calculating the basic and diluted loss per share. In accordance with ASC 260, the basic and diluted loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per share is computed similar to basic net loss per share except that the denominator is adjusted for the potential dilution that could occur if stock options, warrants, and other convertible securities were exercised or converted into common stock. Potentially dilutive securities were not included in the calculation of the diluted net loss per share as their effect would be anti-dilutive.

The Company utilizes ASC 740 “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Temporary difference between taxable income reported for financial reporting purposes primarily relate to the recognition of debt costs and stock-based compensation expenses. The adoption of ASC 740 “Income Taxes” did not have a material impact on the Company’s consolidated results of operations or financial condition.

The Company has generated no revenues to date. It is the Company’s policy that revenue from product sales or services will be recognized in accordance with ASC 606 “Revenue Recognition”. Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.

Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. The Company has not yet generated any revenue to date.

The Company adopted the provisions under FASB for Fair Value Measurements, which define fair value for accounting purposes, establishes a framework for measuring fair value and expands disclosure requirements regarding fair value measurements. The Company’s adoption of these provisions did not have a material impact on its consolidated financial statements. Fair value is defined as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in active markets generally have more pricing observability and require less judgment in measuring fair value. Conversely, financial assets and liabilities that are rarely traded or not quoted have less price observability and are generally measured at fair value using valuation models that require more judgment. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency of the asset, liability or market and the nature of the asset or liability. The Company has categorized its financial assets and liabilities measured at fair value into a three-level hierarchy in accordance with these provisions.

In January 2010 the FASB issued Update No. 2010-05 “Compensation—Stock Compensation—Escrowed Share Arrangements and Presumption of Compensation” (“2010-05”). 2010-05 re-asserts that the Staff of the Securities Exchange Commission (the “SEC Staff”) has stated the presumption that for certain shareholders escrowed share represent a compensatory arrangement. 2010-05 further clarifies the criteria required to be met to establish a position different from the SEC Staff’s position. The Company does not believe this pronouncement to have any material impact on its financial position, results of operations or cash flows.

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses (DISE)” which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 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. The Company does not believe the adoption of this guidance will have a material effect on its Consolidated Financial Statements and segment disclosures.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as expensing of U.S. research expenditures and eligible capital expenditures, the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The impacts of the OBBBA are reflected in our results for the year ended December 31, 2025, and there was no impact to our income tax expense or effective income tax rate.

KiNRG, Inc. is focused on energy infrastructure, commercial construction and the continued development of HydroThermal Reactor (“HTR”) technology and related energy infrastructure concepts. Historically, the Company’s activities primarily consisted of developing HTR technologies and evaluating potential infrastructure opportunities intended to support large-scale electricity generation, water production and related industrial applications.

On April 1, 2026, the Company acquired TRINITY Group Construction, Inc. (“TRINITY”), a commercial construction and infrastructure services business focused on mission-critical infrastructure, including data center construction, commercial interior build-outs and complex infrastructure-related projects. Following the acquisition, the Company’s business consists of (i) commercial construction and infrastructure services conducted through TRINITY and (ii) the continued development and evaluation of HTR technologies and related infrastructure opportunities.

The Company believes the acquisition of TRINITY provides operational construction capabilities, project management expertise, customer relationships and infrastructure execution experience that support the Company’s broader long-term strategy of developing HTR projects and related infrastructure and energy opportunities. TRINITY currently represents the Company’s primary operating business and source of commercial construction activity and is expected to continue pursuing its existing business plan, including data center and other mission-critical infrastructure projects, while the Company continues development-stage activities relating to HTR systems and future energy infrastructure opportunities. The Company believes that combining TRINITY’s construction capabilities with its HTR development efforts positions it to pursue opportunities involving both data center infrastructure and reliable power generation solutions, including potential co-located data center and energy projects.

The Company has not generated revenues from HTR operations and has not commercially deployed an HTR system. The Company’s future plans will require substantial additional financing, engineering development, permitting approvals, customer relationships, strategic partnerships and operational execution. There can be no assurance that the Company will successfully execute its business strategy or commercialize HTR systems or related technologies.

The Company believes increasing electricity demand associated with artificial intelligence (“AI”), cloud computing, data center development and industrial infrastructure expansion may continue driving investment in energy infrastructure, mission-critical facilities and related construction services. Industry participants and public reports have projected increasing electricity demand resulting from AI infrastructure, high-performance computing and hyperscale data center growth.

The Company believes TRINITY’s operational construction capabilities, project management experience and mission-critical infrastructure expertise may position the Company to pursue opportunities associated with data center and infrastructure development markets. The Company also believes future HTR-related technologies, if successfully developed and commercialized, may potentially support certain long-term power infrastructure opportunities associated with large-scale industrial and computing applications.

The Company intends to evaluate opportunities where TRINITY’s operational capabilities and customer relationships may align with the Company’s broader infrastructure and long-term energy development strategy. However, the markets in which the Company operates and intends to operate are highly competitive, rapidly evolving and subject to significant technological, regulatory, financing and operational risks.

TRINITY is a Washington, D.C. metropolitan area-based commercial general contractor focused on mission-critical infrastructure, including data center construction, commercial interior build-outs and complex infrastructure projects. TRINITY provides construction management, procurement coordination, scheduling, estimating, subcontractor management and related infrastructure services for commercial customers and mission-critical facilities.

Founded in 2002, TRINITY has completed or managed the construction of approximately 2.5 million square feet of data center space and is currently constructing or managing approximately 1.5 million square feet of data center space in multiple jurisdictions, including projects located in the United States and Egypt. TRINITY Group Construction, Inc. is a commercial construction firm headquartered in Herndon, Virginia, serving clients throughout Virginia, Maryland, Washington, D.C., Texas. Since 2002, the company has built its business through long-standing relationships, repeat clients, and a consistent commitment to quality, safety, and service. TRINITY provides comprehensive preconstruction, design-build, general contracting, and construction management services across a diverse portfolio of projects. In addition to TRINITY’s primary focus on data centers, TRINTY performs construction services for a variety of clients including high-rise and multi-family residential communities, industrial and warehouse facilities, corporate office interiors, healthcare environments, mission critical and data center facilities, early childhood education centers, religious institutions, restaurants and hospitality venues, capital improvement programs, base building construction, and specialized tenant fit-outs. In addition to its mission critical and data center work, TRINITY performs approximately 20 commercial construction projects annually, ranging from $2 million to $20 million in value, demonstrating its ability to successfully deliver projects of varying size, complexity, and scope while helping clients achieve their operational, functional, and long-term business goals. TRINITY’s current backlog as of May 1, 2026 through April 30, 2027 is $978,798,693.The Company acquired TRINITY on April 1, 2026 following more than four years of collaboration between the companies. The Company believes that TRINITY’s experience in construction, project execution and mission-critical infrastructure complements the Company’s HTR development efforts and supports its long-term objective of developing integrated data center and energy infrastructure opportunities. TRINITY is expected to continue pursuing commercial construction opportunities, including data center projects, while also providing construction and project execution capabilities that may support future HTR-related development activities.

TRINITY will continue pursuing commercial construction and mission-critical infrastructure opportunities, including data center projects, while serving as the Company’s primary construction and project execution platform. The Company intends to utilize TRINITY’s expertise in construction management, procurement, scheduling, estimating, safety compliance and subcontractor coordination in support of its broader strategy to develop HTR projects and related energy infrastructure opportunities. The Company believes that integrating TRINITY’s construction capabilities with its HTR development efforts positions it to pursue opportunities involving both data center infrastructure and reliable power generation solutions. The Company intends to continue integrating TRINITY’s operations and evaluating opportunities to expand the business into additional commercial, infrastructure and mission-critical markets. The Company also expects to continue investing in operational systems, project management capabilities, estimating functions, customer relationships and infrastructure-related business development activities.

The Company believes TRINITY may also provide operational and execution capabilities that could support future HTR-related infrastructure opportunities, including potential pilot projects, demonstration facilities or future construction activities if such projects are pursued.

Historically, KiNRG primarily focused on the development of HTR technologies and related energy concepts. The Company’s HTR concept is intended to utilize evaporative cooling and downdraft airflow principles to generate electricity through turbine-generator systems and related infrastructure.

The HTR concept is designed to utilize hot, dry atmospheric conditions to create downdraft airflow housed within large engineered tower structures (Reactors). The resulting airflow would then be directed through turbine systems intended to generate electricity. The Company believes HTR systems, if successfully developed and commercialized, may potentially provide lower-emission electricity generation and infrastructure solutions for certain geographic regions and industrial applications.

The Company is currently continuing engineering analysis, design evaluation and development activities relating to HTR systems. To date, the Company has not constructed or commercially deployed an HTR system, generated revenues from HTR operations or demonstrated commercial feasibility of the technology. The Company’s future HTR development activities remain subject to significant technical, financial, regulatory, permitting and operational uncertainties.

The Company expects that any future HTR deployment activities would likely require:

The Company may pursue future engineering studies, computational modeling, subsystem testing, pilot projects and potential demonstration projects, subject to financing availability, permitting requirements, technical validation and market conditions.

The Company believes future HTR commercialization efforts, if pursued, would likely occur in stages and may initially focus on smaller-scale demonstration or pilot opportunities before any potential larger-scale commercial deployment activities. The Company may also seek strategic relationships with engineering firms, construction partners, infrastructure investors, utilities, technology providers or industrial customers in connection with future HTR-related opportunities.

There can be no assurance that the Company will successfully develop, finance, permit, construct or commercialize HTR systems or related technologies.

The Company intends to pursue a staged growth strategy that seeks to combine near-term infrastructure and construction activities with longer-term energy infrastructure development opportunities. The Company expects TRINITY to serve as the primary operational and revenue-generating platform while the Company continues evaluating future HTR-related opportunities.

The Company may pursue strategic relationships, joint development arrangements, financing transactions, licensing opportunities, engineering collaborations and customer agreements in connection with future infrastructure and energy-related business plans. Such relationships may involve construction partners, engineering firms, infrastructure investors, utilities, data center operators, technology providers or other strategic counterparties.

The Company expects that substantial additional capital will be required to support future HTR-related development activities and larger-scale infrastructure opportunities. The Company currently anticipates that future financing sources may include equity financings, debt financings, strategic investments, joint ventures, project financing arrangements, customer agreements or other financing structures. There can be no assurance that such financing or strategic relationships will be available on acceptable terms.

The Company expects any future HTR commercialization activities would likely occur in stages. The Company currently anticipates that such stages may include engineering analysis, site evaluation, environmental and permitting review, pilot testing, demonstration projects and potential future commercial deployment opportunities.

The Company believes future HTR development efforts, if pursued, may require collaboration with strategic industry participants, financing sources, engineering firms, construction contractors and potential customers. The Company may also evaluate opportunities to pursue co-location strategies involving industrial facilities, infrastructure projects or data center-related applications.

The Company expects that permitting requirements, financing availability, technological validation, transmission access, utility coordination, construction costs and customer demand will significantly impact the timing and feasibility of any future HTR deployment opportunities.

The Company’s long-term strategy is to develop an integrated infrastructure and energy platform combining operational construction capabilities, mission-critical infrastructure expertise and longer-term energy infrastructure development opportunities.

The Company believes the acquisition of TRINITY provides operational capabilities and industry relationships that may support the Company’s future infrastructure and energy initiatives. TRINITY’s construction management, procurement, scheduling, subcontractor coordination and project execution experience may support future pilot projects, infrastructure deployments and mission-critical facility opportunities.

The Company also believes increasing demand for AI computing infrastructure, data centers and power-intensive industrial applications may create long-term demand for reliable power infrastructure, resilient energy solutions and related construction services. The Company intends to evaluate opportunities where infrastructure construction activities, mission-critical facility development and future HTR-related energy infrastructure concepts may align strategically.

The Company expects TRINITY to continue serving as the Company’s primary operational and revenue-generating business while the Company continues evaluating longer-term HTR development opportunities. The Company believes this staged approach may allow the Company to expand operational capabilities, customer relationships and infrastructure expertise while continuing to evaluate future energy infrastructure opportunities.

As of the date of this prospectus, the Company’s HTR-related activities primarily consist of engineering analysis, design evaluation, development planning and evaluation of potential future infrastructure opportunities. The Company has not constructed a commercial HTR system, completed a pilot deployment or generated revenues from HTR operations.

The Company is currently focused on integrating TRINITY’s operations, expanding infrastructure-related business activities, evaluating strategic relationships and continuing development-stage activities relating to HTR technologies. The Company may continue pursuing engineering analysis, permitting evaluations, financing opportunities and potential future pilot or demonstration opportunities relating to HTR systems, subject to financing availability and other factors.

The Company believes its business strategy may benefit from several factors, including:

However, many of the Company’s competitors are substantially larger, have significantly greater financial resources, longer operating histories, more established customer relationships and greater access to capital than the Company.

The Company competes with commercial construction firms, infrastructure contractors, engineering firms, utilities, independent power producers and developers of renewable and alternative energy technologies. Many of the Company’s competitors have substantially greater financial, operational, engineering and technical resources than the Company.

Competition in the infrastructure and construction sectors is based on factors including customer relationships, project execution capabilities, pricing, scheduling, labor availability, safety performance, technical expertise and financial strength. Competition in energy and infrastructure development markets may also involve financing availability, permitting capabilities, technology validation, regulatory compliance and ability to secure long-term customer agreements.

The Company believes competition in both the infrastructure and energy sectors is significant and expected to continue increasing.

As of December 31, 2025, the Company owned six U.S. patents and two foreign patents relating to energy conversion technologies, atmospheric energy extraction systems, compressed air energy systems and multi-stage wind turbine technologies. The Company currently has five patents pending in Saudi Arabia, UAE, Qatar, Egypt and Australia.

The Company also relies on trade secrets, proprietary know-how, confidentiality agreements and other contractual protections in an effort to protect its intellectual property rights. The Company may continue pursuing additional patent applications and other intellectual property protections in future periods.

The Company believes its intellectual property portfolio may provide potential barriers to entry relating to certain HTR and energy infrastructure concepts. However, there can be no assurance that the Company’s intellectual property rights will provide meaningful protection or competitive advantages, or that the Company will successfully commercialize technologies covered by such intellectual property.

The Company’s operations and planned activities are subject to extensive federal, state and local laws and regulations relating to commercial construction activities, workplace safety, environmental matters, permitting, land use, energy infrastructure, contractor licensing and other regulatory requirements.

The Company’s construction and infrastructure operations conducted through TRINITY are subject to contractor licensing requirements, building codes, zoning regulations, workplace safety standards, labor and employment laws and environmental compliance requirements in the jurisdictions in which TRINITY operates. TRINITY may also be required to obtain and maintain various licenses, permits, certifications and approvals in connection with construction management, general contracting and infrastructure-related activities. Failure to maintain required licenses or comply with applicable regulations could result in fines, penalties, project delays, suspension of operations, loss of licenses, reputational harm or increased operating costs.

The Company’s operations are also subject to federal and state workplace safety laws and regulations, including regulations administered by the Occupational Safety and Health Administration (“OSHA”), as well as wage and hour, labor, immigration and employment-related laws. The Company may also be subject to regulations relating to subcontractor relationships, workplace training requirements and project-site safety obligations.

Although independent and small power producers may generate electricity and engage in wholesale sales of energy without being subject to the same level of regulation applicable to traditional public utility companies, the Company’s current and planned operations may nonetheless be affected by governmental regulations and regulatory agencies at the federal, state and local levels. Such regulations may relate to environmental matters, zoning, permitting, land use, transmission access, interconnection requirements, taxation, labor and workplace safety, energy pricing, competition and infrastructure development activities.

Future HTR-related activities, if pursued, may require multiple governmental approvals and permits, including environmental reviews, land use approvals, construction permits, air quality permits, water usage approvals, transmission and utility coordination, interconnection approvals and other regulatory authorizations. The Company may also become subject to oversight by various governmental agencies and regulatory authorities, including state public utility commissions (“PUCs”), the Federal Energy Regulatory Commission (“FERC”), environmental agencies and local permitting authorities, depending on the nature, structure and location of future projects.

The Company may also be affected by changes in laws, regulations and government policies relating to renewable energy, infrastructure development, utility regulation, environmental compliance, permitting requirements, tax incentives, tariffs, supply chains and energy markets. In addition, increasing electricity demand associated with AI infrastructure and data center development may result in increased regulatory scrutiny relating to power availability, transmission capacity, grid reliability, environmental impacts and infrastructure permitting.

The timing, cost and availability of required permits, approvals, licenses and regulatory authorizations may vary significantly by jurisdiction and project type and may delay, limit or prevent future project development activities. Changes in applicable laws, regulations, permitting requirements or governmental policies could adversely affect the Company’s business, operating costs, project timelines, future development opportunities and ability to execute its business strategy.

The Company currently utilizes office space and operational facilities in connection with its corporate activities and the operations of TRINITY. Following the acquisition of TRINITY on April 1, 2026, the Company is consolidating its Annapolis, MD office with the TRINITY office in Herndon, VA. The Herndon office pays rent in the amount of $23,000 per month to TG Legacy, LLC which is controlled by Mil Wallen, III, CEO of TRINITY. The rent amount is comparable to fair market value in the area.

The Company believes its existing facilities are generally adequate to support its current operations. The Company may seek additional office, operational, storage or project-related facilities in the future as the Company expands its infrastructure, construction and development activities.

The Company does not currently own any manufacturing facilities or commercial HTR operating facilities.

From time to time, KiNRG and TRINITY may become involved in various legal proceedings, claims and disputes arising in the ordinary course of business, including matters relating to contracts, employment, construction activities, intellectual property, regulatory compliance and other commercial matters.

In March 2026, KiNRG received notice of a lawsuit by the holder of a note payable previously associated with Arizona Green Power (“AGP”), demanding payment of principal in the amount of approximately $80,000 and accrued interest of approximately $121,883. The Company believes the claims are without merit and intends to vigorously defend the matter. The entire amount of principal and accrued interest is reflected on KiNRG’s balance sheet, and KiNRG has not recorded any additional liability in connection with this matter.

Other than as described above, neither KiNRG nor TRINITY is currently a party to any material legal proceedings that, if determined adversely, would be expected to have a material adverse effect on the Company’s business, financial condition or results of operations. However, litigation and regulatory matters are inherently uncertain, and future legal proceedings, claims or regulatory actions could arise from time to time.

As of December 31, 2025, KiNRG had a total of two full-time employees. Following our acquisition of TRINITY Group Construction, Inc., we also had approximately 70 employees at TRINITY as of April 15, 2026. The Company has agreed to hire an Executive Vice President of Development and Construction, a Vice President of Development and a Marketing Director, and will add additional staff in the areas of engineering, marketing and administration in the future.

The Company also utilizes consultants, advisors and third-party specialists in connection with engineering, technical, operational and business development activities.

None of the events listed in Item 401(f) of Regulation S-K has occurred during the past ten years and that is material to the evaluation of the ability or integrity of any of the Company’s directors, director nominees or executive officers.

The following is a brief account of the business experience during the past five years (and, in some instances, for prior years) of each director and executive officer.

Ron Pickett founded the Company in July 2010. He has remained Chairman and CEO since January 2011. Prior to this experience, Ron Pickett served as Youth Advisor to President Johnson until January 1969. After leaving the Johnson Administration in 1969 he consulted for the Frouge Corporation and its partner Gulf Oil, obtaining a Title 10 loan agreement for a large real estate development in San Francisco Bay area. He then consulted Madison Square Garden Corporation liquidating assets from its real estate portfolio after its acquisition of control by Phil Levin. After the passing of Levin, Pickett and a group of the Levin “team” formed a new development group led by Pickett developing multiple projects in Maryland, Florida and NYC. After selling that operation (late 1975) Pickett developed over 200 units in Old Town Alexandria, Virginia. Pickett held a real estate brokers license for 30 years as well as an Unlimited Contractors License. In 1980 he founded Medical Advisory Systems, the first company to commercialize and institute an international program for telemedicine for vessels at sea, also F&E Resource Systems (FERS) the largest composting/recycling facility in the USA, processing over 2,000 tons per day and reclaiming 92% of the waste stream while creating and innovating the entire system, and Telkonet (TKO) the first company to commercialize broadband over powerlines, creating the ability to encrypt and send data over the existing electrical infrastructure of commercial and industrial buildings, as well as military vessels.

Mil “Flip” Wallen, III, a 43-year veteran of the Commercial Real Estate Industry, specializes in Mission Critical construction, design, and development. He is a graduate of James Madison University with a BBA in Management Information Systems. Flip’s proclivity for the latest technology trends helps keep his internal processes fresh, innovative, and competitive with industry standards. Flip has become one of the most trusted sources of knowledge, wisdom, and leadership in the Data Center market, particularly in Northern Virginia’s “Data Center Alley” located in Ashburn, VA – where he has developed and built over 2.5 million square feet of data center space. He founded TRINITY Group Construction in 2002 and served as its owner prior to the Company’s acquisition of TRINITY in April 2026. TRINITY is an award-winning construction company and one of the leading commercial construction firms in the DC Metro Area, specializing in the data center market. Flip will advise the company on integrating an Eco-Energy Park and GH2 plant with their Arizona Tower Project. He has agreed to join the company during the fourth quarter of 2020 as Executive Vice President of Construction & Development. Flip was elected President of KiNRG in late 2023.

Mr. Sadle, co-founder of the Company, is an entrepreneur with over 40 years of diversified experience in management, contracting, and heavy infrastructure development, interfacing with both the government and private sectors and has served the Company full time as Chief Operating Officer since 2011. He was the co-founder and President of PAVCO, The Pavement Consultants Group, that consulted, designed and managed infrastructure projects for a variety of Fortune companies, as well as National Striping Company, a Washington DC regional multifaceted remediation and construction company and was awarded the Small Businessman of the Year Award for the Washington Metropolitan Area. He is experienced in the development and management of new corporate entities. He was co-founder, Chief Operating Officer and Director of Telkonet, a Company that commercialized broadband communications over powerlines for hospitality, government and commercial use and are developers, manufacturers and vendors of energy efficiency and smart grid networking technology. Mr. Sadle served as Vice President of Business Development for a large regional heavy highway/construction company with revenues in excess of $220MM and created an innovative environmental remediation division that handled the cleanup of multiple environmentally impaired sites, federal, municipal and industrial.

Mr. Crabb has over 40 years of public and private sector experience including 15 years in the insurance industry including, sales and sales management with MetLife and independent property and casualty brokerage. His entrepreneurial expertise includes marketing consulting, corporate management and commercial/residential real estate development. He has served in a corporate governance capacity as secretary to a number of start-up companies. Since September, 2007, Mr. Crabb has been an independent real estate development consultant. Until September 2007, Mr. Crabb was Secretary of Telkonet, until February, 2009, Mr. Crabb was Secretary of Microwave Systems, and until October 2009, Mr. Crabb was Secretary of Geeks on Call.

Mr. Magnuson has served as a member of the Company’s Board of Directors since 2007. Mr. Magnuson resigned as the Company’s Vice President effective December 29, 2010 pursuant to the terms of the Merger Agreement. Since 1979, Mr. Magnuson has been an attorney engaged in the private practice of law in Coeur d’Alene, Idaho, and received his BS degree from the University of Idaho and his Juris Doctorate from Boston College.

Mossadaq Chughtai is an accomplished business executive, CEO and owner of Zima Inc., which owns various commercial real estate projects throughout Washington DC, Maryland, Virginia and Pennsylvania in east coast. The Development arm of his company has been involved in development of a 2.4 million sq. ft. data center that will be one of the top five largest data centers in the world. As a member of United States Chamber of commerce in Washington DC, he has visited Pakistan as a member of a US business delegation. Mr. Chughtai has also served on the board of Islamic Saudi Academy, in 2009 and 2010, a prestigious private school owned by Government of Saudi Arabia based in Washington DC. Besides serving on the boards of several organizations including Pakistan American Business Council, Jinnah Foundation for Peace and Public Policy, Healing & Caring Foundation, he is also president of AMAA Muslim Cemetery in Stafford, VA, first ever and the largest Muslim Cemetery in USA which operates as a non-profit entity. Mr. Chughtai has made several appearances in international media including ABC, FOX News, CNN International, Press TV, Al Jazeera, GEO and AAJ TV. His interviews have been published in Washington Post, Business Recorder, Jang, Dawn, Nation, The World News, Pakistan Today as well as in various other publications. He has an executive degree in the field of AI (artificial intelligence) from MIT and has attended Murray College in Sialkot, Pakistan. Mr. Chughtai’s extensive career in global international business makes him uniquely qualified to serve as a director.

Troy Hering is an assertive senior financial and accounting executive in the professional services and high technology industries, with over 30 years of progressive experience in accounting, financial management and analysis, strategic planning, due diligence, mergers & acquisitions, budgeting, contract administration, team building and personnel management. He is committed to achieving strategic corporate goals and objectives through proactive team leadership and dedicated to serving clients and maximizing profitability by providing accurate, timely and effective financial expertise to the executive management team and operational team leaders. Mr. Hering is Certified Public Accountant, CPA, Licensed in the state of Virginia. He attended the Graduate Accounting Certificate Program at the University of Virginia and received a Bachelor of Science, Finance and Management, McIntire School of Commerce, University of Virginia. Mr. Hering is a Member of the Virginia Society of Certified Public Accountants and Northern Virginia Society of Certified Public Accountants. Mr. Hering’s training an extensive experience in these fields gives him the qualifications and skills to serve as a director.

Ms. Jones is a strong leader with over 25 years’ experience in construction and development with proven project management, operations, business development, and marketing skills. A collaborator and consensus builder with an extensive network throughout North and South Carolina. Ms. Jones has knowledge and oversight of managing commercial, retail, and residential development and construction. Ms. Jones holds a Bachelor of Science, Criminal Justice BSCJ, from Appalachian State University and a Master of Business Administration from the University of North Carolina, Wilmington. She is a North Carolina Licensed General Contractor and has completed DBE/ACDBE Training by The National DBE Training Institute. Ms Jones serves on many boards including South State Bank Regional Board -Wilmington, NC (2015-Present), First Tee Board (2016- Present), Appalachian Foundation Board (2007- 2020). Ms. Jones’ experience in these fields and on these boards gives her the qualifications and skill to serve as a director.

There are no family relationships among any of our executive officers and directors.

Our board of directors currently consists of six directors. Our amended and restated certificate of incorporation will provide that the number of directors on our board of directors shall be fixed exclusively by resolution adopted by our board of directors. We intend to apply to list our common stock on the on NYSE American. Under the rules of NYSE, “independent” directors must make up a majority of a listed company’s board of directors. In addition, applicable NYSE rules require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent within the meaning of the applicable NYSE rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the board of directors focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Prior to the consummation of this offering, our board of directors undertook a review of the independence of our directors and considered whether any director has a relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. Our board of directors has affirmatively determined that H. James Magnuson, Mossadaq Chughtai, Troy A. Hering CPA and Livian L Jones are each an “independent director,” as defined under the NYSE rules.

Our board of directors directs the management of our business and affairs, as provided by Nevada law, and conducts its business through meetings of the board of directors and its standing committees. We will have a standing audit committee, nominating and corporate governance committee and compensation committee. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues.

Upon the consummation of this offering, our audit committee will consist of Troy Hering, James Magnuson and Mossadaq Chughtai, with Mr. Hering serving as chair. Rule 10A-3 of the Exchange Act and the NYSE rules require that our audit committee have at least one independent member upon the listing of our common stock, have a majority of independent members within 90 days of the date of this prospectus and be composed entirely of independent members within one year of the date of this prospectus. Our board of directors has affirmatively determined that Mr. Hering meets the definition of “independent director” under the NYSE rules, that Mr. Hering meets the independence standards under Rule 10A-. Each member of our audit committee meets the financial literacy requirements of the NYSE rules. In addition, our board of directors has determined that Mr. Hering will qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Our board of directors will adopt a written charter for the audit committee, which will be available on our principal corporate website at www.kinrg.com substantially concurrently with the consummation of this offering. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus.

Upon the consummation of this offering, our compensation committee will consist of Mr. Magnuson, Mr. Hering and Ms. Jones with Mr. Magnuson serving as chair. Our board has determined that each member of the compensation committee are “non-employee directors” as defined in Section 16b-3 of the Exchange Act. Our board of directors will adopt a written charter for the compensation committee, which will be available on our principal corporate website at www.kinrg.com substantially concurrently with the consummation of this offering. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus.

Upon the consummation of this offering, our nominating and corporate governance committee will consist of [__], [__] and [__], with [__] serving as chair. Our board of directors will adopt a written charter for the nominating and corporate governance committee, which will be available on our principal corporate website at www.kinrg.com substantially concurrently with the consummation of this offering. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus.

None of our executive officers serves as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee. Troy Herring, independent director, is chairman of the Compensation Committee.

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code will be posted on our website, www.kinrg.com. In addition, we intend to post on our website all disclosures that are required by law or the NYSE rules concerning any amendments to, or waivers from, any provision of the code. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus.

Our articles of incorporation contain provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Nevada law. Nevada law provides that directors of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for:

This limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

Our articles of incorporation provide that we are authorized to indemnify our directors and officers to the fullest extent permitted by Nevada law. Our bylaws provide that we are required to indemnify our directors and executive officers to the fullest extent permitted by Nevada law. Our bylaws also provide that, upon satisfaction of certain conditions, we are required to advance expenses incurred by a director or executive officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Nevada law. Our bylaws also provide our board of directors with discretion to indemnify our other officers and employees when determined appropriate by our board of directors. We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by the board of directors. With certain exceptions, these agreements provide for indemnification for related expenses, including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers. We will also maintain customary directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws to be in effect upon the closing of this offering may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

On March 30, 2011, the Company entered into Indemnification Agreements with directors Thomas Smith, H. James Magnuson and Arthur P. Dammarell, and executive Ronald Pickett, President and Chief Executive Officer and Chief Financial Officer.

The following table and related footnotes show the compensation incurred and or paid during the fiscal years ended December 31, 2025 and 2024, to all individuals serving as the Company’s principal executive officer or acting in a similar capacity during the last completed fiscal year. No other executive officers received compensation in excess of $100,000 for such fiscal years.

Employment Contracts and Termination of Employment and Change-In-Control Arrangements

Other than as described herein, the Company has not entered into any material employment agreements, severance arrangements or change-in-control agreements with any of its executive officers.

On December 29, 2014, pursuant to the Merger, Solar Wind Energy (f/k/a Clean Wind Energy) became a wholly-owned subsidiary of the Company. Solar Wind Energy (f/k/a Clean Wind Energy) has employment agreements with its executive officers. Each of the employment agreements was entered into on September 22, 2010 and amended on November 22, 2010.

The Indemnification Agreements provide that the Company will indemnify the Company’s officers and directors, to the fullest extent permitted by law, relating to, resulting from or arising out of any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation by reason of the fact that such officer or director (i) is or was a director, officer, employee or agent of the Company or (ii) is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

In addition, the Indemnification Agreements provide that the Company will make an advance payment of expenses to any officer or director who has entered into an Indemnification Agreement, in order to cover a claim relating to any fact or occurrence arising from or relating to events or occurrences specified in this paragraph, subject to receipt of an undertaking by or on behalf of such officer or director to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized under this Agreement.

The following table and related footnotes show the compensation incurred and or paid during the fiscal year ended December 31, 2025 to the Company’s directors for their service as directors.

During the year ended December 31, 2025, the Company provided no stock options, warrants, or stock appreciation rights. On December 29, 2010, pursuant to the Merger, KiNRG Global Solutions, Inc. (f/k/a Solar Wind Energy, Inc.) became a wholly-owned subsidiary of the Company. Other than as described herein, the Company has not entered into any formal compensation arrangements, consulting agreements or other material agreements with its directors. The Company may enter into future compensation arrangements with directors in connection with board or committee service.

The Company has employment agreements with its officers as described below. The Company has accrued salaries for all its executives from inception through December 31, 2025 and the balance amounted to $386,510 at December 31, 2025.

No officer or director has outstanding unexercised options, stock that has not vested, or equity incentive plan awards. The Company maintains no employee benefits plans.

As of December 31, 2025, the Company had no outstanding stock options or other equity awards granted under its 2021 Incentive Stock Plan.

The 2021 Incentive Plan was adopted by the Board of Directors. The Board of Directors has reserved 4,000,000 shares of Common Stock for issuance under the 2021 Incentive Plan. Under the Plan, options may be granted which are intended to qualify as Incentive Stock Options (“ISOs”) under Section 422 of the Internal Revenue Code of 1986 (the “Code”) or which are not (“Non-ISOs”) intended to qualify as Incentive Stock Options thereunder. Other types of equity awards may also be granted under the Plan including but not limited to restricted stock, restricted stock units, and stock appreciation rights, which together with the ISO’s and Non-ISO’s are hereinafter collectively referred to as “Awards”.

The 2021 Incentive Plan is not a qualified deferred compensation plan under Section 401(a) of the Internal Revenue Code and is not subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

The primary purpose of the 2021 Incentive Plan is to attract and retain the best available personnel for the Company in order to promote the success of the Company’s business and to facilitate the ownership of the Company’s stock by employees. In the event that the 2021 Incentive Plan is not adopted the Company, the Company may have considerable difficulty in attracting and retaining qualified personnel, officers, directors and consultants. As present, our board of directors has no immediate plans, arrangements or understandings to issue awards under the 2021 Incentive Plan.

The 2021 Incentive Plan is administered by the Board or by a committee of the Board that may be designated by the Board to administer the Plan, composed of not less than two members of the Board all of whom are disinterested persons, as contemplated by Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All questions of interpretation of the 2021 Incentive Plan are determined by the Board or such Committee, and its decisions are final and binding upon all participants.

Under the 2021 Incentive Plan, equity grants may be granted to employees, officers, directors or consultants of the Company, as provided in the 2021 Incentive Plan.

The terms of Awards granted under the Plan shall be contained in an agreement between the participant and the Company and such terms shall be determined by the Board of Directors consistent with the provisions of the Plan. The terms of Awards may or not require a performance condition in order to vest the equity comprised in the relevant Award. The terms of each Option granted under the Plan shall be contained in a stock option agreement between the Optionee and the Company and such terms shall be determined by the Board of Directors consistent with the provisions of the Plan, including the following:

(a) PURCHASE PRICE. The purchase price of the Common Shares subject to each ISO shall not be less than the fair market value (as set forth in the 2021 Incentive Plan), or in the case of the grant of an ISO to a Principal Stockholder, not less that 110% of fair market value of such Common Shares at the time such Option is granted. The purchase price of the Common Shares subject to each Non-ISO shall be determined at the time such Option is granted, but in no case less than 100% of the fair market value of such Common Shares at the time such Option is granted.

(b) VESTING. The dates on which each Option (or portion thereof) shall be exercisable and the conditions precedent to such exercise, if any, shall be fixed by the Committee, in its discretion, at the time such Option is granted.

(c) EXPIRATION. The expiration of each Option shall be fixed by the Committee, in its discretion, at the time such Option is granted; however, unless otherwise determined by the Committee at the time such Option is granted, an Option shall be exercisable for ten (10) years after the date on which it was granted (the “Grant Date”). Each Option shall be subject to earlier termination as expressly provided in the 2021 Incentive Plan or as determined by the Committee, in its discretion, at the time such Option is granted.

(d) TRANSFERABILITY. No Option shall be transferable, except by will or the laws of descent and distribution, and any Option may be exercised during the lifetime of the Optionee only by him. No Option granted under the Plan shall be subject to execution, attachment or other process.

(e) OPTION ADJUSTMENTS. The aggregate number and class of shares as to which Options may be granted under the Plan, the number and class shares covered by each outstanding Option and the exercise price per share thereof (but not the total price), and all such Options, shall each be proportionately adjusted for any increase decrease in the number of issued Common Shares resulting from split-up spin-off or consolidation of shares or any like Capital adjustment or the payment of any stock dividend.

Except as otherwise provided in the 2021 Incentive Plan, any Option granted hereunder shall terminate in the event of a merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation of the Company. However, the Optionee shall have the right immediately prior to any such transaction to exercise his Option in whole or in part notwithstanding any otherwise applicable vesting requirements.

(f) TERMINATION, MODIFICATION AND AMENDMENT. The 2021 Incentive Plan (but not Awards previously granted under the Plan) shall terminate ten (10) years from the earlier of the date of its adoption by the Board of Directors or the date on which the Plan is approved by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Company entitled to vote thereon, and no Award shall be granted after termination of the Plan. Subject to certain restrictions, the Plan may at any time be terminated and from time to time be modified or amended by the affirmative vote of the holders of a majority of the outstanding shares of the capital stock of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of the State of Delaware.

THE FOLLOWING IS A BRIEF SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION UPON THE PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE PURCHASE OF SHARES UNDER THE 2021 INCENTIVE PLAN. THIS SUMMARY DOES NOT PURPORT TO BE COMPLETE AND DOES NOT ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES TO TAXPAYERS WITH SPECIAL TAX STATUS. IN ADDITION, THIS SUMMARY DOES NOT DISCUSS THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE, AND DOES NOT DISCUSS ESTATE, GIFT OR OTHER TAX CONSEQUENCES OTHER THAN INCOME TAX CONSEQUENCES. THE COMPANY ADVISES EACH PARTICIPANT TO CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF PARTICIPATION IN THE 2021 Incentive Plan AND FOR REFERENCE TO APPLICABLE PROVISIONS OF THE CODE.

The recipient of an incentive stock option generally will not be taxed upon grant of the option. Federal income taxes are generally imposed only when the shares of common stock from exercised incentive stock options are disposed of, by sale or otherwise. The amount by which the fair market value of the common stock on the date of exercise exceeds the exercise price is, however, included in determining the option recipient’s liability for the alternative minimum tax. If the incentive stock option recipient does not sell or dispose of the shares of common stock until more than one year after the receipt of the shares and two years after the option was granted, then, upon sale or disposition of the shares, the difference between the exercise price and the market value of the shares of common stock as of the date of exercise will be treated as a capital gain, and not ordinary income. If a recipient fails to hold the shares for the minimum required time the recipient will recognize ordinary income in the year of disposition generally in an amount equal to any excess of the market value of the common stock on the date of exercise (or, if less, the amount realized or disposition of the shares) over the exercise price paid for the shares. Any further gain (or loss) realized by the recipient generally will be taxed as short-term or long-term gain (or loss) depending on the holding period. We will generally be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the option recipient, if any.

The recipient of stock options not qualifying as incentive stock options generally will not be taxed upon the grant of the option. Federal income taxes are generally due from a recipient of nonstatutory stock options when the stock options are exercised. The excess of the fair market value of the common stock purchased on such date over the exercise price of the option is taxed as ordinary income. Thereafter, the tax basis for the acquired shares is equal to the amount paid for the shares plus the amount of ordinary income recognized by the recipient. We will generally be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the option recipient by reason of the exercise of the option.

Recipients who receive restricted stock unit awards will generally recognize ordinary income when they receive shares upon settlement of the awards, in an amount equal to the fair market value of the shares at that time. Recipients who receive awards of restricted shares subject to a vesting requirement will generally recognize ordinary income at the time vesting occurs, in an amount equal to the fair market value of the shares at that time minus the amount, if any, paid for the shares. However, a recipient who receives restricted shares which are not vested may, within 30 days of the date the shares are transferred, elect in accordance with Section 83(b) of the Code to recognize ordinary compensation income at the time of transfer of the shares rather than upon the vesting dates. Recipients who receive performance shares will generally recognize ordinary income at the time of settlement, in an amount equal to the cash received, if any, and the fair market value of any shares received. We will generally be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the recipient.

Certain officers and directors of the Company may be deemed to be “affiliates” of the Company as that term is defined under the Securities Act. The Common Stock acquired under the 2021 Incentive Plan by an affiliate may be reoffered or resold only pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or another exemption from the registration requirements of the Securities Act.

Except as set forth below, since January 1, 2023, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which the Company was or will be a party in which the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at yearend for the last two completed fiscal years; and in which any director, executive officer, other stockholders of more than 5% of the Company’s Common Stock or any member of their immediate family had or will have a direct or indirect material interest.

On October 19, 2020, the Company’s Chief Executive Officer participated in the Company’s private placement of preferred stock and sale of equity in the Company’s subsidiary Arizona Green Power by converting accrued salary in the amount of $660,000 into 600,000 shares of the Series AA preferred stock and a 0.6% ownership interest in Arizona Green Power. Each share of Series AA preferred stock is convertible into 25 shares of the Company’s common stock or a total of 1,500,000 shares of common stock.

On October 19, 2020, the Company’s Chief Operating Officer participated in the Company’s private placement of preferred stock and sale of equity in the Company’s subsidiary Arizona Green Power by converting accrued salary in the amount of $440,000 into 400,000 shares of the Series AA preferred stock and a 0.4% ownership interest in Arizona Green Power. Each share of Series AA preferred stock is convertible into 25 shares of the Company’s common stock or a total of 1,000,000 shares of common stock.

On October 21, 2020, the Company issued 125,000 shares of common stock at a price of $0.40 per share to a board member as payment for accrued board compensation in the amount of $50,000.

On October 21, 2020, the Company issued 62,500 shares of common stock to a second board member at a price of $0.40 per share as payment for accrued board compensation in the amount of $25,000.

On October 21, 2020, the Company issued 62,500 shares of common stock to a third board member at a price of $0.40 per share as payment for accrued board compensation in the amount of $25,000.

On October 23, 2020, the Company’s Chief Executive Officer converted 204,378 shares of Series A Preferred Stock into 78,850 shares of the Company’s common stock. The conversion rate was 0.385 shares of common stock for each share of Series A Preferred pursuant to the terms of the Series A Preferred Stock.

On October 23, 2020, the Company’s Chief Operating Officer converted 153,284 shares of Series A Preferred Stock into 59,137 shares of the Company’s common stock. The conversion rate was 0.385 shares of common stock for each share of Series A Preferred pursuant to the terms of the Series A Preferred Stock.

On October 23, 2020, a board member converted 35,767 shares of Series A Preferred Stock into 13,799 shares of the Company’s common stock. The conversion rate was 0.385 shares of common stock for each share of Series A Preferred pursuant to the terms of the Series A Preferred Stock.

On December 24, 2020, the Company issued 250,000 shares of its common stock with a fair value of $0.40 per share to re-acquire the rights to certain of its intellectual property in the total amount of $100,000, These shares were issued to Marshall Pickett, the son of the Company’s Chief Executive Officer. The Company’s Chief Executive Officer recused himself from the board of directors’ discussion and vote regarding this transaction.

On March 31, 2021, the Company designated 70,000 shares of Series AAA Preferred Stock (the “Series AAA Preferred”), par value $0.0001, with a stated value of $1.00 per share. The Company filed a Certificate of Amendment to Designation to the Series AAA Preferred on April 19, 2021. Each share of the Series AAA Preferred is convertible to common stock at a rate of $0.10 per share, and will have voting rights on an as-converted basis. On March 31, 2021 pursuant to the Series AAA financing, the Company issued 70,000 shares of Series AAA Preferred Stock and a warrant to purchase 700,000 shares of common stock at a price of $0.60 per share in consideration of $350,000 paid by Mossadaq Chughtai, a director of the Company. The Series AAA Preferred Stock is convertible into 700,000 shares of common stock. The Series AAA Convertible Preferred Stock is automatically converted into common stock on March 31, 2023.

On February 17, 2025, the Company completed the sale of its majority interest in AGP to Ron Pickett, its CEO, for the amount of $1. This amount was credited against the amount due to Mr. Pickett for business expenses. The were no assets on the books of AGP. The Company de-recognized the liabilities of AGP and the balance of non-controlling interest. The loss on sale of AGP to related party was recognized in income (loss) from discontinued operations.

The Company accrued salaries in the amount of $405,000, made payments of $145,814, and converted accrued salaries due to officers in the amount of $180,000 into 180,000 shares of the Company’s common stock. There was no gain or loss recorded on this transaction as the conversion occurred at the market price at the time of the conversion. The Company accrued payroll taxes in the amount of $55,384 and made payments of $41,386. At December 31, 2025, the amount of $474,610 of accrued salaries due to officers is included in the Company’s balance sheet as Accrued Payroll. See note 6.

On June 30, 2025, the Company issued 180,000 shares of common stock at a price of $1.00 per share to Officers for the conversion of accrued salary in the amount of $180,000. There was no gain or loss recorded on this transaction as the conversion occurred at the market price at the time of the conversion.

On June 30, 2025, the Company issued 150,000 shares of common stock at a price of $1.00 per share to Directors for the conversion of accrued director’s fees in the amount of $150,000. There was no gain or loss recorded on this transaction as the conversion occurred at the market price at the time of the conversion.

On June 30, 2025, the Company issued 250,000 shares of common stock at a price of $1.00 per share to a related party for the conversion of a note payable in the amount of $250,000. There was no gain or loss recorded on this transaction as the conversion occurred at the market price at the time of the conversion.

On September 30, 2025, the Company issued 2,657,550 shares of common stock to a board member from common stock to be issued. The par value of these shares in the amount of $265 was transferred from common stock to be issued to common stock. There was no gain or loss on this transaction as the value of the shares had been recorded when originally charged to common stock to be issued.

On December 29, 2025, the Company issued 1,125,000 shares of common stock with a fair value of $1,125,000 to its President as compensation for services. The amount of $1,125,000 was charged to stock based compensation. See Note 10.

Our board of directors intends to adopt a written related person transaction policy setting forth the policies and procedures for the review, approval or ratification of related person transactions. This policy will cover any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we are to be a participant, the amount involved exceeds $120,000, and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.

The following table sets forth the beneficial ownership of our common stock as of June 1, 2026 by:

The percentage ownership information shown in the column labeled “Percentage of Shares Outstanding” is based upon 61,850,743 shares of common stock outstanding as of March 31, 2026.

We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options or warrants or upon conversion of a security that are either exercisable or convertible on or before sixty days from March 31, 2026. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Except as otherwise noted below, the address for persons listed in the table is c/o KiNRG, Inc., 1213 Culbreth Drive Suite 103, Wilmington, NC 28405.

The following descriptions of our capital stock and certain provisions of our articles of incorporation and bylaws are summaries and are qualified by reference to the articles of incorporation and bylaws that will be in effect upon completion of this offering. Copies of these documents will be filed with the Securities and Exchange Commission as exhibits to our registration statement, of which this prospectus forms a part. The descriptions of the common stock and preferred stock reflect changes to our capital structure that will occur upon the completion of this offering and Nevada law.

Our authorized capital stock consists of 260,000,000 shares, all with a par value of $0.0001 per share, of which:

250,000,000 shares will be designated as common stock (as of May 20, 2026, 62,560,743 shares of common stock were outstanding and held by approximately [1,437] holders of record); and

Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. See “Dividend Policy.”

Except as required by law or matters relating solely to the terms of preferred stock, each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of stockholders. Holders of shares of our common stock shall have no cumulative voting rights. Except in respect of matters relating to the election and removal of directors on our board of directors and as otherwise provided in our fourth amended and restated certificate of incorporation or required by law, all matters to be voted on by our stockholders must be approved by a majority of the shares present in person or by proxy at the meeting and entitled to vote on the subject matter. In the case of election of directors, all matters to be voted on by our stockholders must be approved by a plurality of the voting power of the shares present in person or by proxy at the meeting and entitled to vote thereon.

In the event of the liquidation, dissolution or winding up of our company, holders of our common stock are entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.

Holders of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate in the future.

As of [December 31, 2025], the Company does not have any preferred stock outstanding. The Company has previously designated Series A Convertible Preferred Stock, Series AA Convertible Preferred Stock, Series AAA Convertible Preferred Stock and Series AAAA Convertible Preferred Stock, none of which were issued and outstanding as of December 31, 2025.

The Company issued 111,000 options to purchase common shares of the Company with an exercise price of $1.00 and a fair value of $171,916. The options vest 1/3 on April 1, 2027, 1/3 on April 1, 2028, and 1/3 on April 1, 2029 and carry an expiration date of April 1, 2032. There was no charge to operations for these options during the three months ended March 31, 2026 because they were issued on March 31, 2026.

The 2021 Incentive Stock Plan in order to provide additional incentive to employees, directors, and consultants. The 2021 Incentive Stock Plan permits the grant of Incentive Stock Options, Non-statutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares. The maximum number of aggregate shares available for issuance under the 2021 Incentive Stock Plan is 4,000,000. At December 31, 2025 and 2024, no shares have been issued pursuant to the 2021 Incentive Stock Plan. However, the Company intends to issue 72,000 options to employees to purchase common stock of the Company at $1.00 per share. The Company intends for the options to vest at a rate of 1/3 at the end of each year for three years and have an expiration date of September 30, 2028, or upon the employee’s termination.

During the years ended December 31, 2025 and 2024, a total of $139,173 and $139,173, respectively, was charged to operations for the amortization of warrants.

The Company issued 250,000 warrants to purchase common shares of the Company at $1.00 per share in connection with the sale of $250,000 of common stock. The warrants vested upon issuance and carry an expiration date of December 31, 2025. Investors exercised 250,000 warrants at a price of $1.00 per share for the issuance of 250,000 shares of common stock. The Company received gross proceeds in the amount of $250,000.1,125,000 warrants with an exercise price of $0.40 per share expired.

During the three months ended March 31, 2025, the Company issued 60,000 warrants to purchase common shares of the Company at $1.00 per share. The warrants vested upon issuance and carried an expiration date of December 31, 2025. The warrants were exercised for cash proceeds of $60,000.

We have agreed to issue to the representatives of the underwriters of this offering, or their permitted designees, for nominal consideration, warrants to purchase [ ] shares of our common stock (5% of the shares sold in this offering) as additional consideration for its services. The representatives’ warrants will have an exercise price equal to 110% of the public offering price in this offering and shall be exercisable during the five (5) year period commencing 180 days following the commencement of sales of the securities in this offering, and will contain customary “cashless” exercise and registration rights provisions. See “Underwriting — Representatives’ Warrants.”

Our articles of incorporation and bylaws contain certain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, could discourage takeovers, coercive or otherwise. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us.

We have authorized but unissued shares of preferred stock and common stock, and our board of directors may authorize the issuance of one or more series of preferred stock without stockholder approval. These shares could be used by our board of directors to make it more difficult or to discourage an attempt to obtain control of us through a merger, tender offer, proxy contest or otherwise.

Our bylaws will provide that special meetings of the stockholders may be called only by the affirmative vote of a majority of the whole board, chairperson of the board, the chief executive officer or our board of directors. A stockholder may not call a special meeting, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal of directors.

Requirements for Advance Notification of Stockholder Nominations and Proposals

Our amended and restated bylaws will establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of the board of directors. These may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed, and may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of our company.

Our articles of incorporation, which will be in effect upon the completion of this offering, contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Nevada law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

Our articles of incorporation and bylaws to be in effect upon the completion of this offering provide that we are required to indemnify our directors and officers, in each case to the fullest extent permitted by Nevada law. Our amended and restated bylaws also will provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Nevada law. We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors. With specified exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our articles of incorporation and bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

We intend to apply to list our common stock on The NYSE American under the symbol “[____]”.

There is no established public trading market for any class of company common equity.

Vstock Transfer LLC will serve as our transfer agent and registrar. Its address is 18 Lafayette Place, Woodmere, New York 11598, and its telephone number is 212-828-8436.

Since October 8, 2019, there has been no public market for shares of our common stock. Future sales of substantial amounts of shares of common stock, including shares issued upon the conversion of convertible notes or the exercise of outstanding warrants and options, in the public market after this offering, or the possibility of these sales occurring, could adversely affect the then prevailing market price for our common stock or impair our ability to raise equity capital.

Upon the completion of this offering, a total of [__] shares of common stock will be outstanding. All [__] shares of common stock sold in this offering by us, plus any shares sold upon exercise of the underwriter over-allotment option, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by “affiliates,” as that term is defined in Rule 144 under the Securities Act.

The remaining shares of common stock are denominated “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which are summarized below.

Subject to the lock-up agreements described below and the provisions of Rules 144 and 701 under the Securities Act, all of these restricted securities will be available for sale in the public market after the expiration of a one-year lock-up beginning upon execution of the underwriting agreement with the book running manager of this offering.

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell such shares without complying with the manner of sale, volume limitation, or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the lock-up agreements described below, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701 generally allows a stockholder who purchased shares of our common stock pursuant to a written compensatory plan or contract and who is not deemed to have been one of our affiliates during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits our affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. However, all holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling such shares pursuant to Rule 701.

R.F. Lafferty & Co., Inc. (“R.F. Lafferty,” “Lafferty,” or the “Representative”), is acting as the representative of the underwriter named below. We have entered into an underwriting agreement dated [____], 2026 with the Representative. Subject to the terms and conditions set forth in an underwriting agreement among us and the underwriter, we have agreed to sell to the underwriter, and the underwriter has agreed to purchase from us, the number of shares of common stock set forth opposite its name below.

The underwriter is committed to purchase all of the common shares offered by us other than those covered by the option to purchase additional securities described below, if they purchase any such securities. The obligations of the underwriter may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriter’s obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriters of officers’ certificates and legal opinions.

The underwriters are offering the common shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel and other conditions specified in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

The underwriter proposes to offer directly to the public the shares purchased pursuant to the underwriting agreement at the initial public offering price set forth on the cover page of this prospectus and to certain securities dealers at the initial public offering price less a concession not in excess of $[__] per share. After the offering, the underwriter may change the offering price and other selling terms. We have agreed to sell the shares of common stock to the underwriters at the initial offering price of $ per share, which represents the initial public offering price of the shares set forth on the cover page of this prospectus less a seven and one-half percent (7.5%) underwriting discount.

The following table shows the per share and total underwriting discount to be paid to the underwriter by us assuming an initial public offering price to the public of $[__] per share, the midpoint of the price range set forth on the cover page of this prospectus. Such amounts are shown assuming both no exercise and full exercise of the underwriter’s option to purchase additional shares.

We have agreed to pay the underwriter a non-accountable expenses allowance equal to 1.0% of the aggregate gross proceeds of this offering. We have also agreed to pay the expenses relating to the offering, including, but not limited to, (1) all filing fees relating to the registration of the shares of common stock to be sold in this offering with the Securities and Exchange Commission, (2) all actual filing fees associated with the review of this offering by the Financial Industry Regulatory Authority, Inc., or FINRA, (3) all fees and expenses relating to the listing of our shares of common stock on The NYSE American Market, (4) all actual fees, expenses and disbursements relating to background checks of our officers and directors, (5) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the shares of common stock being offered by this prospectus under state securities laws, or “blue sky” laws, or under the securities laws of foreign jurisdictions as reasonably designated by the underwriter, (6) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of our shares of common stock under the securities laws of such foreign jurisdictions as the underwriter may reasonably designate, (7) the costs of all mailing and printing of the underwriting documents, registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the underwriter may reasonably deem necessary, (8) the costs of preparing, printing and delivering certificates representing the shares of common stock sold in this offering, (9) the fees and expenses of the transfer agent for the common stock, (10) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from us to the underwriter, (11) the fees and expenses of our accountants, (12) the legal fees and expenses and fees and expenses of any of our other agents and representatives incurred as a result of this offering, and (13) all fees and expenses of the underwriter, including, without limitation, its legal fees and expenses, all such fees not to exceed $185,000 in the aggregate.

The expenses of the offering, not including the underwriting discount, are estimated at approximately $[__] and are payable by us. We have paid an expense deposit of $25,000 to the underwriter, which will be applied against accountable expenses that will be paid by us to the underwriter in connection with this offering, which advance will be refunded to us to the extent not actually incurred by the underwriter in the event this offering is terminated.

We have granted an option to the underwriter, exercisable for 45 days after the date of this prospectus, to purchase up to [__] additional shares of common stock (15% of shares of common stock sold in the offering) at the public offering price, less the underwriting discount. The underwriter may exercise this option in whole or in part at any time within 45 days after the date of the offering. If the underwriter exercises this option, it will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.

The Company has agreed to issue to R.F. Lafferty or its designees warrants to purchase up to a total of 5% of the shares of common stock sold in this offering, including the exercise of the over-allotment option, if any. Such warrants and underlying shares of common stock are included in this prospectus. The warrants are exercisable at $[__] per share (110% of the public offering price per share of Common Stock) commencing on a date which is six (6) months from the effective date of the offering under this prospectus and expiring five (5) years from the commencement of sales of the offering in compliance with FINRA Rule 5110. The warrants have been deemed compensation by FINRA and are therefore subject to a 180 day lock-up pursuant to Rule 5110 of FINRA. The underwriters (or their permitted assignees under the Rule) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will it engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of six (6) months days from effectiveness. The warrants shall be exercisable on a cash or cashless basis. The warrants may be exercised as to all, or a lesser number of shares of common stock and will provide for cashless exercise in the event there is not an effective registration statement for the underlying shares. Such warrants will provide for registration rights upon request, in certain cases. The sole demand registration right provided will not be greater than five years from the commencement of sales of the public offering in compliance with FINRA Rule 5110(g)(8)(C). The warrants shall be exercisable on a cash basis, provided that if a registration statement registering the common stock underlying the warrants is not effective, the warrants may be exercised on a cashless basis. The piggyback registration rights provided will not be greater than seven years from the commencement of sales of the public offering in compliance with FINRA Rule 5110(g)(8)(D). The Company will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other than underwriting commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or the Company’s recapitalization, reorganization, merger or consolidation.

In connection with this offering, our directors and officers and certain holders of our common stock will enter into customary “lock-up” agreements in favor of the underwriters for a period of six (6) months from the date of this offering. We have agreed with the underwriters that, for a period of six (6) months from the closing of this offering, we will not (a) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any capital stock or any securities convertible into or exercisable or exchangeable for capital stock; or (b) file or caused to be filed any registration statement with the SEC relating to the offering of any capital stock or any securities convertible into or exercisable or exchangeable for capital stock.

We have granted Lafferty, as representatives of the underwriters, a right of first refusal, for a period of twelve (12) months from the closing of this offering, to act as lead book-runner, lead placement agent, and/or investment banker/advisor for each and every future public and private equity or debt offering, including all equity linked financings, and for each proposed or completed merger or acquisition transaction whereby we would be merged into or acquired by another company or entity during such 12 month period, of ours, or any successor to or subsidiary of us. If the Company terminates the representatives for cause, in compliance with FINRA Rule 5110(g)(5)(B), then no such right of first refusal will be granted to the representatives.

The representative shall be entitled to a tail fee equal to the compensation in this offering with respect to future financings consummated solely with investors (a) with whom the Company has had a conference call or a meeting arranged by the representatives and (b) provided that the future financing is consummated at any time within the twelve (12) month period following the closing of this offering. If the Company terminates the engagement of the representatives for cause, in compliance with FINRA Rule 5110(g)(5)(B), then no such tail fee will be granted to the underwriters.

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be negotiated between the underwriter and us. In determining the initial public offering price of our common stock, the underwriter will consider, among other things:

Neither we nor the underwriter can assure investors that an active trading market will develop for our common shares, or that the shares will trade in the public market at or above the initial public offering price.

We have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments that the underwriter may be required to make for these liabilities.

We plan to quote our shares of common stock on the NYSE American under the symbol “[ ].”

Before this offering, there has been no public market for our shares of common stock. The initial public offering price will be determined through negotiations between us and the underwriter. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are

An active trading market for our shares of common stocks may not develop. It is also possible that after the offering our shares of common stock shares will not trade in the public market at or above the initial public offering price.

The underwriter may engage in stabilizing transactions, short sales and purchases to cover positions created by short sales, and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of the common stock, in accordance with Regulation M under the Securities Exchange Act of 1934, as amended:

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of the common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on The NYSE American Market or otherwise and, if commenced, may be discontinued at any time.

Neither we nor the underwriter make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor the underwriter make any representation that the underwriter will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Additionally, in connection with this offering, the underwriters may engage in passive market making transactions in our common stock. Passive market making consists of displaying bids limited by the prices of independent market makers and effecting purchases limited by those prices in response to order flow. Rule 103 of Regulation M promulgated by the SEC limits the amount of net purchases that each passive market maker may make and the displayed size of each bid. Passive market making may stabilize the market price of the common stock at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

A prospectus in electronic format may be made available on the websites maintained by the underwriter or selling group members, if any, participating in the offering. The underwriter may agree to allocate a number of shares of common stock to selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriter and selling group members that may make Internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on the underwriter’s websites and any information contained in any other website maintained by the underwriter is not part of this prospectus or the registration statement of which this prospectus forms a part.

The underwriter and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriter and their affiliates may from time to time in the future engage with us and perform services for us or in the ordinary course of their business for which they will receive customary fees and expenses. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of us. The underwriter and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of these securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in these securities and instruments.

From time to time, the underwriter and its affiliates have provided, and may provide in the future, various advisory, investment and commercial banking and other services to us in the ordinary course of business, for which they have received and may continue to receive customary fees and commissions. However, except as disclosed in this prospectus, we have no present arrangements with the underwriter for any further services.

Other than in the United States, no action has been taken by us or the underwriter that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

The validity of the shares offered by this prospectus will be passed upon for us by Whiteford, Taylor & Preston LLP, New York, New York. Certain legal matters in connection with this offering will be passed upon for the underwriter by Ellenoff Grossman & Schole LLP, New York, New York.

M&K CPAS, PLLC (“M&K”), our independent registered public accounting firm, has audited our balance sheets as of December 31, 2025, 2024 and 2023, and the related statements of operations, changes in shareholders’ deficit and cash flows for each of the two years in the period ended December 31, 2025, as set forth in their report, which report expresses an unqualified opinion and includes an explanatory paragraph relating to our ability to continue as a going concern. We have included our financial statements in this prospectus and in this registration statement in reliance on the report of M&K given on their authority as experts in accounting and auditing.

The financial statements of TRINITY Group Construction, Inc. as of and for the years ended December 31, 2025 and 2024 included in this prospectus have been audited by Toole Katz & Roemersma, LLP, independent auditors, as stated in their report appearing elsewhere herein, and are included in reliance upon such report and upon the authority of such firm as experts in auditing and accounting.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

On April 14, 2026 the Audit Committee of KiNRG, Inc. (the “Company”) dismissed M&K as the Company’s independent registered public accounting firm, effective immediately.

M&K’s audit reports on the Company’s financial statements as of and for the fiscal years ended 2023, 2024 and 2025 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles except [GOING CONCERN].

During the Company’s two most recent fiscal years ended 2024 and 2025 and the subsequent interim period through April 14, 2026, there were no disagreements (as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and M&K on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to M&K’s satisfaction, would have caused M&K to make reference to the subject matter of the disagreement in its reports.

During the same periods, there were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K).

The Company has authorized M&K to respond fully to the inquiries of the successor auditor.

On April 14, 2026 the Company engaged RBSM, LLC (“RBSM”) as the Company’s independent registered public accounting firm.

During the Company’s two most recent fiscal years ended 2024 and 2025 and the subsequent interim period through the date of RBSM’s engagement, neither the Company nor anyone on its behalf consulted RBSM regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or (ii) the type of audit opinion that might be rendered on the Company’s financial statements, or (iii) any other matter set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our Common Stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some items of which are contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and shares of our Common Stock, we refer you to the registration statement and its exhibits. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The exhibits to the registration statement should be reviewed for the complete contents of these contracts and documents. A copy of the registration statement and its exhibits may be obtained from the SEC upon the payment of fees prescribed by it. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file electronically with it.

We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and other information with the SEC. The registration statement, such periodic and current reports and other information can be obtained electronically by means of the SEC’s website at www.sec.gov.

We have audited the accompanying consolidated balance sheets of KiNRG, Inc. and subsidiary (the Company) as of December 31, 2025 and 2024 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the two years period then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its consolidated operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the accompanying consolidated financial statements, the Company has not yet generated any significant revenue, has incurred recurring losses from operations, generated negative cash flows from operating activities and had an accumulated deficit that raises substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans in regarding these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

As discussed in Note 3, the Company has not yet generated any significant revenue, has incurred recurring losses from operations, generated negative cash flows from operating activities and had an accumulated deficit that raises substantial doubt about the Company’s ability to continue as a going concern.

We evaluated the appropriateness of the going concern, we examined and evaluated the financial information along with management’s plans to mitigate the going concern and management’s disclosure on going concern.

KiNRG is a green energy company. Our core objective and focus is to become a leading provider of clean efficient green energy and green hydrogen to the world communities at a reasonable coast without the destructive residual of fossil fuel, while continuing to generate innovative technological solutions for today and tomorrow’s electrical power needs. We have assembled a team of experienced business professionals, engineering and scientific consultants with the proven ability to bring the idea to market. We have filed and been issued patents. We have designed, engineered, developed and are preparing to construct both smaller and large HydroThermal Reactors that use benevolent, non-toxic natural elements to generate electricity economically by integrating and synthesizing numerous proven as well as emerging technologies. In addition to constructing smaller and large HydroThermal Reactors in the United States and abroad, the Company intends to establish partnerships at home and abroad to propagate these systems and meet increasing global demand for electricity. The Company is developing a smaller “modular” reactor to support AI data centers and other applications where a constant 24/7/365 base load is required.

The accompanying consolidated financial statements present on a consolidated basis the accounts of the Company and subsidiaries. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets and the amount of consolidated net income (loss) that is attributable to the Company and to the noncontrolling interest in its consolidated statement of operations. All significant intercompany accounts and transactions have been eliminated in consolidation.

Pursuant to the guidance of Accounts Standards Codification (“ASC”) 205-20, Presentation of Financial Statements – Discontinued Operations, the accounts of our discontinued entity Arizona Green Power (“AGP”) have been included in “Net loss from discontinued operations” in our consolidated statements of operations until such time as the entity was sold; this sale occurred February 17, 2025. See note 2. Additionally, the assets and liabilities of this entity have been presented as discontinued operations in our consolidated balance sheets.

Certain amounts presented in the financial statements of the prior period have been reclassified to conform with the current period presentation of discontinued operations. See Note 2.

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Our short-term financial instruments, including cash, other assets, and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their current maturity.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with Topic ASC 360, “Property, Plant and Equipment”. Recoverability is measured by comparison of the carrying amount to the future net cash flows which the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future cash flows arising from the asset using a discount rate determined by management to be commensurate with the risk inherent to our current business model.

The Company computes net loss per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Basic net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock. Diluted net loss per share is computed using the weighted average number of common and common stock equivalent shares outstanding during the period. There is no effect on diluted loss per share since the common stock equivalents are anti-dilutive. Dilutive common stock equivalents consist of shares issuable upon the exercise of warrants. Fully diluted shares as of December 31, 2025 and 2024 were 56,915,743 and 55,335,743, respectively.

The Company has generated no revenues to date. It is the Company’s policy that revenue from product sales or services will be recognized in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 606. A five-step analysis must be met as outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

The Company measures and recognizes stock-based compensation expense based on the grant date fair value of the awards. The Company accounts for forfeitures as they occur. The grant date fair value of stock options and warrants with service-based vesting only is estimated using the Black-Scholes option pricing model.

The Black-Scholes model requires the use of highly subjective assumptions, including the award’s expected term, the fair value of the underlying common stock, the expected volatility of the price of the common stock, risk-free interest rates, and the expected dividend yield of the common stock.

The assumptions used to determine the fair value of the stock-based awards are management’s best estimates and involve inherent uncertainties and the application of judgment. The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, it has based its expected term on the simplified method available under U.S. GAAP.

Stock-based compensation expense for awards with financial performance conditions is recognized over the requisite service period. Stock-based compensation expense for awards with service-based vesting only is recognized on a straight-line basis over the requisite service period of the awards. The vesting period of these awards is generally four years.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse.

The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2025 and 2024. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date.

The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations.

All costs associated with advertising and promotion are expensed as incurred. Total recognized advertising and promotion expenses were $500 and $0 for the years ended December 31, 2025 and 2024, respectively.

In accordance with ASC 730, “Research and Development”, the Company expenses all research and development costs as incurred. The Company incurred $0 of research and development costs for the years ended December 31, 2025 and 2024. The company expects the research and development costs to increase in the future as it continues to invest in the infrastructure that is critical to achieve our business goals and objectives.

For purposes of the statement of cash flows, cash and cash equivalents includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid debt instruments with maturities of three months or less when purchased to be cash and cash equivalents. As of December 31, 2025 and 2024, the Company had cash in excess of the $250,000 FDIC insured amount in the amounts of $78,466 and $0, respectively.

The Company follows the ASC 850-10 Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. The amendments will be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted this guidance on January 1, 2024 and have included it in our annual disclosures; however, it did not impact our financial condition, results of operations, or cash flows. For additional information, see “Note 15—Segment Information.”

In July 2025, the FASB issued ASU 2025-05, which provides a practical expedient for estimating expected credit losses on short term receivables and contract assets from revenue transactions. The guidance permits a simplified loss rate approach based on historical write-off experience and current conditions. This update is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted. We are evaluating the impact this update will have on our annual disclosures; however, we do not anticipate a material impact to our financial condition, results of operations, or cash flows.

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 over 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, we do not anticipate a material impact to our financial condition, results of operations, or cash flows.

From November 17, 2015 through December 31, 2023, through its subsidiary Arizona Green Power (“AGP”), the Company had entered into an agreement (the “Land Option Agreement”), and a series of amendments to said agreement, to purchase land in Arizona. The Land Option Agreement expired in March 2024. With the expiration of the Land Option Agreement, the Company has made the strategic decision to divest itself from AGP.

On February 17, 2025, the Company completed the sale of its majority interest in AGP to Ron Pickett, its CEO, for the amount of $1. This amount was credited against the amount due to Mr. Pickett for business expenses. The were no assets on the books of AGP. The Company de-recognized the liabilities of AGP and the balance of non-controlling interest. The gain on sale of AGP to related party was recognized in additional paid-in capital as follows:

The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations in the consolidated balance sheets:

The following information presents the major classes of line items constituting the after-tax loss from discontinued operations in the consolidated statements of operations:

The following information presents the significant operating cash flow activities in the consolidated statements of cash flows relating to discontinued operations:

For the years ended December 31, 2025 and 2024, the Company incurred a net loss from continuing operations of $2,387,482 and $1,247,436, respectively, and has an accumulated deficit of $29,017,305 as of December 31, 2025. At December 31, 2025, we have a working capital deficit of $555,239, compared to $1,059,811 at December 31, 2024.

The Company has been dependent on raising capital through debt and equity financings to meet its needs for cash used in operating and investing activities. During the year ended December 31, 2025, the Company received proceeds of $750,000 from the sale of common stock and proceeds of $250,000 from the exercise of common stock warrants. During the year ended December 31, 2024, the Company received proceeds of $600,000 from the sale of common stock. Until the Company can generate positive cash from operations, it will need to raise additional funding to meet its liquidity needs and to execute its business strategy. As in the past, the Company will seek debt and/or equity financing, which may not be available on reasonable terms, if at all.

The Company’s audited consolidated financial statements for the year ended December 31, 2025 and 2024 were prepared under the assumption that it would continue operations as a going concern. However, the report of the Company’s independent registered public accounting firm that accompanies the Company’s consolidated financial statements for the year ended December 31, 2025 contains a qualification in which such firm expressed substantial doubt about the Company’s ability to continue as a going concern.

The Company has operating leases for offices and has recognized a right-of-use asset and a lease liability. The Company uses a 12% rate to determine the present value of the lease payments. The Company’s leases have remaining lease terms of less than 1 year.

The Company’s lease expense was entirely comprised of operating leases. Lease expense for the years ended December 31, 2025 and 2024 amounted to $11,000 and $10,550, respectively.

The Company’s ROU asset amortization for the years ended December 31, 2025 and 2024 was $10,308 and $9,893, respectively. The difference between the lease expense and the associated ROU asset amortization consists of interest.

Accrued liabilities and expenses as of December 31, 2025 and 2024 consist of the following:

During the year ended December 31, 2025, the Company accrued fees due to the Board of Directors in the amount of $100,000 and converted accrued fees due to the Board of Directors in the amount of $150,000 into 150,000 shares of the Company’s common stock. There was no gain or loss recorded on this transaction as the conversion occurred at the fair value price of $1.00 per share.

During the year ended December 31, 2024, the Company accrued fees due to the Board of Directors in the amount of $100,000.

The Company disputes the amount of $67,850 which is included in accrued payroll at December 31, 2025 and 2024. This amount was recorded during the period ended December 31, 2014 as due to its then CFO. The Company does not believe it has any liability to this individual.

The Company accrued salaries in the amount of $435,000 and made payments of $263,885. The Company accrued payroll taxes in the amount of $103,598 and made payments of $91,198.

On April 7, 2014, Arizona Green Power, LLC, a majority owned subsidiary of the Company, issued a note payable for $80,000 with interest at 10% per annum with a 15% default rate of interest, due at maturity of April 6, 2016. In connection with the issuance of the note, the Company granted i) a 1.33% ownership interest in Arizona Green Power, LLC and ii) a warrant to purchase 4,800 shares of the Company’s common stock exercisable at $2.00 per share. This warrant expired on March 7, 2016. During each of the years ended December 31, 2025 and 2024, the Company accrued interest in the amount of $12,000 on this note. As of December 31, 2025, the amount of principal and accrued interest due on this note is $80,000 and $133,883, respectively. As of December 31, 2024, the amount of principal and accrued interest due on this note is $80,000 and $121,883, respectively. This note is in default as of the filing date. See note 15.

On December 28, 2022, the Company received a non-interest bearing loan in the amount of $250,000 from a related party (“2022 Loan 1”). The Company imputed interest at a rate of 12% per annum, and charged interest expense in the amount of $14,548 and $30,082 to additional paid-in capital pursuant to 2022 Loan 1 during the years ended December 31, 2025 and 2024, respectively. On June 30, 2025, the Company issued 250,000 shares of common stock at a price of $1.00 per share for the conversion of 2022 Loan 1 in the amount of $250,000. There was no gain or loss recorded on this transaction as the conversion occurred at the market price at the time of the conversion. Principal in the amount of $0 and $250,000 was due under 2022 Loan 1 at December 31, 2025 and 2024, respectively.

The Company leases an office at 1213 Culbreth Drive, Suite 103, Wilmington, North Carolina 28405, on an annual lease. See Note 4. Rental expenses charged to operations for the years ended December 31, 2025 and 2024 were $11,000 and $10,550, respectively.

The Company has employment agreements with certain of its key employees which include non-disclosure and confidentiality provisions for protection of the Company’s proprietary information.

The Company has consulting agreements with outside contractors to provide marketing and financial advisory services. The Agreements are generally for a term of 12 months from inception and renewable automatically from year to year unless either the Company or Consultant terminates such engagement by written notice.

On December 29, 2010, pursuant to the Merger, Solar Wind Energy, Inc. became a wholly-owned subsidiary of the Company. Solar Wind has employment agreements with its executive officers. Each of the employment agreements was entered into on September 22, 2010 and amended on November 22, 2010. On March 30, 2023, the Board of Directors approved the contracts of its President and of its Chief Operating Officer through December 31, 2023. Any unpaid salaries are accrued and included in Accrued Payroll on the balance sheet. See Note 6.

Terms to modify the one-year contract extension by mutual consent have been agreed to by the Officers and Directors. Under the modification and extension, the contracts will be extended for an additional 4 years with current salaries being unchanged. Provisions for automatic salary increases based on specific events related to business development successes, rights for the officers to convert any accrued salary into Company notes, and rights to receive warrants to purchase Company stock at market plus 20% premium at the time of the grant while notes are outstanding will be incorporated in the new contracts. The parties have mutually agreed to a stock option plan, the specific terms to be negotiated as part of the final contract.

In March 2026, the Company received notification of a lawsuit by the holder of a note payable by AGP, demanding payment of principal in the amount of $80,000 and accrued interest in the amount $121,883. The Company’s legal counsel is currently reviewing this case. The company believes this lawsuit is without merit, and plans to vigorously defend its position. The entire amount of principal and interest appears on the Company’s balance sheet, and no additional liability has been recorded.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

The Company has authorized 10,000,000 shares of preferred stock, with a par value of $0.0001 per share. As of December 31, 2025 and 2024, the Company had 0 shares of preferred stock issued and outstanding.

On June 2, 2015, the Company designated 500,000 as Series A Convertible Preferred Stock (“Series A preferred”) at $0.0001 par value. Each Series A preferred share i) shall rank senior in regard to dividend rights, rights of redemption and liquidation to all classes of common stock and any class or series of capital stock of the Company hereafter creates, ii) receive dividends if and when declared by the Company’s board of directors, iii) each share of Series A preferred convertible into 0.386 shares of common and iv) each share of Series A preferred stock is entitled to 8,000 votes for each share of common stock into which Series A preferred could then be converted.

Series A Convertible Preferred Stock transactions during the year ended December 31, 2025

Series A Convertible Preferred Stock transactions during the year ended December 31, 2024

At December 31, 2025 and 2024, there are no shares of Series A Convertible Preferred Stock outstanding.

On December 17, 2020, the Company designated 3,000,000 shares of Series AA Convertible Preferred stock (the “Series AA Preferred”), par value $0.0001, with a stated value of $1.00 per share. Each share of the Series AA Preferred is convertible to common stock at a rate of $0.40 per share, and will have voting rights on an as-converted basis. There are no provisions for coupons or any conversion terms into any form of debt or repayment in cash and therefore these series AA convertible preferred stock is classified as equity accounts.

Series AA Convertible Preferred Stock transactions during the year ended December 31, 2025

Series AA Convertible Preferred Stock transactions during the year ended December 31, 2024

At December 31, 2025 and 2024, there were no shares of Series AA Convertible Preferred Stock outstanding.

On March 31, 2021, the Company designated 70,000 shares of Series AAA Convertible Preferred Stock (the “Series AAA Preferred”), par value $0.0001, with a stated value of $1.00 per share. Each share of the Series AAA Preferred is convertible into ten shares of common stock and will have voting rights on an as-converted basis. There are no provisions for coupons or any conversion terms into any form of debt or repayment in cash and therefore the series AAA convertible preferred stock is classified as equity.

Series AAA Convertible Preferred Stock transactions during the year ended December 31, 2025

Series AAA Convertible Preferred Stock transactions during the year ended December 31, 2024

At December 31, 2025 and 2024, there were 0 shares of Series AAA Convertible Preferred Stock outstanding.

On September 30, 2021, the Company designated 500,000 shares of Series AAAA Convertible Preferred Stock (the “Series AAAA Preferred”), par value $0.0001, with a stated value of $1.00 per share. On May 24, 2022, the Company designated an additional 500,000 shares of Series AAA Preferred. Each share of the Series AAAA Preferred is convertible into two shares of common stock, and will have voting rights on an as-converted basis. On May 24, 2022, the Company increased the number of shares designated as Series AAAA Preferred to 1,000,000. Thereafter, the Company further increased the number of shares designated as Series AAAA Preferred bringing the total to 1,005,300. There are no provisions for coupons or any conversion terms into any form of debt or repayment in cash and therefore the series AAAA convertible preferred stock is classified as equity.

Series AAAA Convertible Preferred Stock transactions during the year ended December 31, 2025

Series AAAA Convertible Preferred Stock transactions during the year ended December 31, 2024

At December 31, 2025 and 2024, there were 0 shares of Series AAAA Convertible Preferred Stock outstanding.

The Company has authorized 250,000,000 shares of common stock, with a par value of $0.0001 per share. As of December 31, 2025 and 2024, the Company had 56,900,743 and 51,538,193 shares of common stock issued and outstanding, respectively.

The Company received $250,000 from the sale of 250,000 shares of common stock and warrants to purchase an additional 250,000 shares of common stock at an exercise price of $1.00 per share.

The Company issued 500,000 shares of common stock for gross proceeds of $500,000.

The Company issued 150,000 shares of common stock at a price of $1.00 per share to Directors for the conversion of accrued director’s fees in the amount of $150,000. There was no gain or loss recorded on this transaction as the conversion occurred at the market price at the time of the conversion.

The Company issued 250,000 shares of common stock at a price of $1.00 per share to a related party for the conversion of a note payable in the amount of $250,000. There was no gain or loss recorded on this transaction as the conversion occurred at the market price at the time of the conversion.

The Company issued 180,000 shares of common stock at a price of $1.00 per share to Officers for the conversion of accrued salary in the amount of $180,000. There was no gain or loss recorded on this transaction as the conversion occurred at the market price at the time of the conversion.

The Company issued 250,000 shares of common stock at a price of $1.00 per share for the exercise of warrants at a price of $1.00 per share. There was no gain or loss recorded on this transaction as the conversion occurred at the exercise price established in the warrant agreement.

The Company issued 1,125,000 shares of common stock with a fair value of $1,125,000 to its President as compensation for services. The Company charged the amount of $1,125,000 to stock based compensation.

The Company issued 2,657,550 shares of common stock to a board member from common stock to be issued. The par value of these shares in the amount of $265 was transferred from common stock to be issued to common stock. There was no gain or loss on this transaction as the value of the shares had been recorded when originally charged to common stock to be issued.

Common stock to be issued transactions during the year ended December 31, 2025

Common stock to be issued transactions during the year ended December 31, 2024

During the years ended December 31, 2025 and 2024, a total of $139,173 and $139,173, respectively, was charged to operations for the amortization of warrants.

Investors exercised 250,000 warrants at a price of $1.00 per share for the issuance of 250,000 shares of common stock. The Company received gross proceeds in the amount of $250,000.

The following table summarizes the warrants outstanding and the related prices for the warrants to purchase shares of the Company’s common stock issued by the Company as of December 31, 2025:

On February 18, 2021, the Company’s board of directors approved an incentive stock plan (the “2021 Incentive Stock Plan”) in order to provide additional incentive to employees, directors, and consultants. The 2021 Incentive Stock Plan permits the grant of Incentive Stock Options, Non-statutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares. The maximum number of aggregate shares available for issuance under the 2021 Incentive Stock Plan is 4,000,000. At December 31, 2025 and 2024, no shares have been issued pursuant to the 2021 Incentive Stock Plan. However, the Company intends to issue 72,000 options to employees to purchase common stock of the Company at $1.00 per share. The Company intends for the options to vest at a rate of 1/3 at the end of each year for three years and have an expiration date of September 30, 2028, or upon the employee’s termination.

At December 31, 2025 and 2024, the Company’s ownership interest in AGP was 0% and 82.77%, respectively, and minority interest was 0% and 17.23%, respectively.

There was no non-controlling interest net loss attributable to the Company for the year ended December 31, 2025.

Net loss attributable to non-controlling interest for the three months ended December 31, 2024:

Deferred income taxes result from the temporary differences primarily attributable to amortization of intangible assets and debt discount and an accumulation of net operating loss carryforwards for income tax purposes with a valuation allowance against the carryforwards for book purposes.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Included in deferred tax assets are Federal and State net operating loss carryforwards of approximately $19.5 million, which will expire through 2040. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Due to significant changes in the Company’s ownership, the Company’s future use of its existing net operating losses may be limited.

Significant components of the Company’s deferred tax assets as of December 31, 2025 and 2024 are summarized below.

In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2025 and 2024, management was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates.

No U.S. federal tax provision has been provided for the Company for the years ended December 31, 2025 and 2024 due to the losses incurred during the periods.

The reconciliation below presents the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rate for the years ended December 31, 2025 and 2024.

At December 31, 2025 and 2024, the Company has available net operating loss carryforwards for U.S. federal corporate income tax purposes of approximately $5,693,874 and $5,303,813, respectively. U.S. federal net operating losses, if not utilized earlier, expire through 2041.

During the year ended December 31, 2025, the Company accrued fees due to the Board of Directors in the amount of $100,000.

The Company accrued salaries due to officers in the amount of $435,000 and made payments of accrued salaries due to officers in the amount of $263,885. At December 31, 2024, the amount of $395,423 of accrued salaries due to officers is included in the Company’s balance sheet as Accrued Payroll. See note 7.

The Company accrued fees due to the Board of Directors in the amount of $100,000.

The Company had committed to issue 710,220 shares at a price of $0.50 per share for the cashless conversion of 1,775,550 warrants. There was no gain or loss recorded on this transaction as the conversion occurred pursuant to the terms of the warrants.

The Company had committed to issue 700,000 shares of common stock at a price of $0.10 per share for the conversion of Series AAA Preferred Stock. There was no gain or loss recorded on this transaction as the conversion occurred pursuant to the terms of the Series AAA Preferred.

The Company had committed to issue 1,183,700 shares of common stock at a price of $0.50 per share for the conversion of 591,850 shares of Series AAAA Preferred Stock. There was no gain or loss recorded on this transaction as the conversion occurred pursuant to the terms of the Series AAAA Preferred.

The Company had committed to issue 63,630 shares of common stock at a price of $1.00 per share to a related party as compensation. There was no gain or loss recorded on this transaction as the transaction was recorded at the market price of the common stock.

The Company operates in one reportable segment: the generation of green energy. The Company intends to leverage intellectual property and engage innovative clean energy technology to provide a reliable source of green electricity. The Company has not generated any revenues from operations. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker (“CODM”) includes the chief executive officer and chief operating officer. The CODM decides how to allocate resources based on the components of net loss from continuing operations and significant expenses. The CODM evaluates expenses to ensure resources are appropriately allocated to foster progress. The segment net loss from continuing operations and significant segment expenses are presented in the table below. Segment assets are reported on the balance sheet as total assets, including assets of discontinued operations.

The Company has entered into a non-binding letter of intent (the “LOI”) subject to a definitive agreement with Mil L. Wallen, CEO and owner of 100% of the shares of TRINITY Group Construction, Inc. (“TRINITY”). Mr. Wallen is President of KiNRG and a related party. Pursuant to the LOI, KiNRG would acquire 100% of the stock of TRINITY. The parties intend to combine TRINITY’s expertise in constructing data centers with KiNRG’s HydroThermal Reactor power generation technology to market a data center solution. Specific terms of the LOI have not been finalized.

We have audited the accompanying financial statements of TRINITY Group Construction, Inc., which comprise the balance sheets as of December 31, 2025 and 2024, and the related statements of operations, changes in stockholder’s equity, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TRINITY Group Construction, Inc. as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of TRINITY Group Construction, Inc. and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about TRINITY Group Construction, Inc.’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with generally accepted auditing standards, we:

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

TRINITY Group Construction, Inc. (the “Company”), a Virginia S corporation organized in 2002, is a general contractor primarily engaged in construction-related activities in the Washington, DC metropolitan area. The Company’s principal location is Herndon, Virginia.

The Company enters into fixed price contracts and guaranteed maximum price contracts with customers. Usually fixed price contracts transfer more risk to the Company, but offer the opportunity for greater profits. Guaranteed maximum price contracts provide for a cost-plus fee arrangement up to a maximum agreed upon price. These contracts place risks on the Company for amounts in excess of the guaranteed maximum price, but may permit an opportunity for greater profits as a result of sharing agreements with the owner on any cost savings that may be realized.

The Company is subject to certain business risks and uncertainties that could affect future operations and financial performance. Among others, these risks include: economic slowdown, regulatory or legislative changes, availability of skilled labor, inflation of material prices, and competition in the marketplace.

Revenue Recognition - The Company recognizes contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. The Company recognizes revenue using the percentage-of-completion method, based primarily on contract cost incurred to date compared to total estimated contract cost. The percentage-of-completion method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Due to the nature of the work required to be performed on the Company’s performance obligations, estimating total revenue and cost at completion is complex, subject to many variables and requires significant judgment. Assumptions as to the occurrence of future events and the likelihood and amount of variable consideration, including the impact of change orders, claims, and the achievement of contractual performance criteria, and award or other incentive fees are made during the contract performance period. The Company estimates variable consideration at the most likely amount it expects to receive. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of anticipated performance and all information (historical, current and forecasted) that is reasonably available to management.

Contract costs include all direct materials, labor, subcontractor costs, equipment costs, and those indirect costs related to contract performance. Other indirect, general, and administrative costs are charged to expense as incurred. Changes to total estimated contract cost are recognized in the period in which they are determined as assessed at the contract level. When such revisions lead to a conclusion that a loss will be recognized on a contract, the full amount of the estimated loss is recognized in the period such conclusion is reached, regardless of the percentage completion of the contract. Customer payments are typically due within 30 to 45 days of billing, depending on the contract.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Common Control Leasing Arrangements - The Company has elected not to evaluate whether lessor entities in common control leasing arrangements meeting the following criteria are variable interest entities: 1) substantially all activities between the Company and the lessor entities are related to the leasing activities between the two entities (including supporting leasing activities) and 2) the principal amount of any lessor entity obligations related to the leased assets explicitly guaranteed or collateralized by the Company did not exceed the value of the leased assets at the inception of the guaranty or collateralization. As further described in Note 3, the Company has elected not to consolidate the accounts of TG Legacy, LLC.

Cash - The Company maintains cash in certain bank accounts, which at times may exceed federally insured limits. As of December 31, 2025 and 2024, non-interest bearing accounts are aggregated with any interest bearing deposits and the combined total is guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on its cash deposits.

Allowance for Credit Losses - The Company recognizes an allowance for credit losses for financial assets carried at amortized cost, to present the net amount expected to be collected as of the balance sheet date. Such allowance is based on the credit losses expected to arise over the contractual term of the financial asset (or group thereof), which includes consideration of prepayments, and is based on the Company’s expectations as of the balance sheet date. The Company evaluates certain criteria, including aging and historical write-offs, the current economic condition of specific customers, and expected future economic conditions to determine the appropriate allowance for credit losses on financial assets carried at amortized cost. Such financial assets are written off when the Company determines that they are uncollectible or based on regulatory requirements, whichever is earlier. Write-offs are recognized as a deduction from the allowance for credit losses. Expected recoveries of amounts previously written off, not to exceed the aggregate of the amount previously written off, are included in measuring an allowance for credit losses as of the balance sheet date. Based on management’s assessment, an allowance for credit losses was not deemed necessary as of December 31, 2025 and 2024.

Contract Balances - The beginning and ending balances of receivables related to contracts with customers for the years ended December 31, 2025 and 2024 were as follows:

Retainage receivables represents amounts which have not been billed to customers pursuant to retainage provisions in the construction contracts, which generally become payable upon contract completion and acceptance by the customer. Amounts are generally collected within one year of the completion of the project.

Contract assets include cost and estimated earnings in excess of billings on uncompleted contracts. The Company anticipates that substantially all incurred costs associated with contract assets as of December 31, 2025 will be billed and collected within one year. Contract assets may include amounts the Company seeks to collect from customers or others for (i) errors, (ii) changes in contract specifications or design, (iii) contract change orders in dispute, unapproved as to scope and price, or (iv) other customer-related causes of unanticipated additional contract costs (such as claims). The Company did not recognize any material amounts associated with claims and unapproved change orders during the years ended December 31, 2025 and 2024. Contract liabilities include billings in excess of costs and estimated earnings on uncompleted contracts. The Company anticipates that substantially all such amounts will be earned within one year.

The beginning and ending balances of contract assets and contract liabilities for the years ended December 31, 2025 and 2024 were as follows:

Investment In Limited Liability Company - The Company accounts for investments in which it owns less than a controlling financial interest and has influence over operating and financial policies using the equity method. Under the equity method, the Company records its proportionate interest in the earnings and losses of the underlying investment based upon the operating results of that investment. The Company also records contributions to and distributions from as an increase or decrease, respectively, to the Company’s carrying value of the investment. The Company periodically evaluates the carrying value of its equity method investments for impairment when the estimated fair value is less than the carrying value. The Company records a change to reduce carrying value to estimated fair value when impairment is deemed to be other than temporary. No impairment was recorded during the years ended December 31, 2025 and 2024.

Property and Equipment - Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful life of the asset, which ranges from 5 to 7 years. Repairs and maintenance costs are expensed as incurred.

Impairment of Long-Lived Assets - The Company reviews long-lived assets for impairment whenever events or circumstances indicate that the carrying value of such assets may not be fully recoverable. Impairment is present when the sum of undiscounted estimated future cash flows expected to result from use of the assets is less than the carrying value. If impairment is present, the carrying value of the impaired asset is reduced to its fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. During the years ended December 31, 2025 and 2024, there were no impairment losses recognized for long-lived assets.

Advertising Costs - Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2025 and 2024 was $221,408 and $149,494, respectively, which is included in general and administrative expenses in the accompanying statements of operations.

Balance Sheet Classifications - The Company includes in current assets and liabilities accounts receivable and payable under construction contracts which may extend beyond one year. A one-year time period is used as the basis for classifying all other current assets and liabilities.

Income Taxes - The Company has elected to be taxed as a subchapter S corporation. Accordingly, the taxable income or loss of the Company is passed through to and reported by the Company’s stockholder. Therefore no provision has been made for federal income taxes in the accompanying financial statements. Certain states and the District of Columbia (“DC”) in which the Company conducts business do not recognize the S corporation filing status; therefore, a provision has been made for taxes on income apportioned to these states and DC. Deferred taxes result from temporary differences in the carrying values of assets and liabilities for tax and financial reporting purposes, including differences in depreciation methods used for book to tax purposes and the timing of deductions of certain liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

For uncertain tax positions, the Company uses a more likely than not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefits determined on a cumulative probability basis, which are more likely than not to be realized upon ultimate settlement in the financial statements. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2025 and 2024, the Company has no unrecognized tax benefits related to uncertain tax positions that have been or will be reflected in income tax filings that have not been recognized in the financial statements due to potential adjustments by taxing authorities in the applicable jurisdictions. The Company is no longer subject to U.S. federal, state, and local income tax examinations by taxing authorities for the years before 2022 and is not currently under examination by any taxing jurisdiction.

The Company incurred $2,250 and $352 of income tax expense for the years ended December 31, 2025 and 2024, respectively, related to state taxes. Deferred income taxes were immaterial for the years ended December 31, 2025 and 2024.

Leases - The Company recognizes right-of-use assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease.

Long-term leases (leases with terms greater than 12 months) are recorded as liabilities at the present value of the minimum lease payments not yet paid. The present value calculation may account for an option to extend the lease when it is reasonably certain that the Company will exercise the option. The Company elected to apply a practical expedient available to non-public companies that allows the Company to make an accounting policy election to use a risk-free rate as the discount rate for all leases.

The Company has elected not to apply the recognition requirements to short-term leases (those with terms of 12 months or less). Instead, for these types of leases, the Company recognizes lease expense in the statements of operations on a straight-line basis over the lease term.

Subsequent Events - In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through April 27, 2026, the date the accompanying financial statements were available to be issued.

The Company has elected an accounting alternative available to them and accordingly is not required to evaluate whether lessor entities in common control leasing arrangements meeting the following criteria are variable interest entities: 1) substantially all activities between the Company and the lessor entities are related to leasing activities between the two entities (including supporting leasing activities) and 2) the principal amount of any lessor entity obligations related to the leased assets explicitly guaranteed or collateralized by the Company did not exceed the value of the leased assets at the inception of the guaranty or collateralization.

The Company leases its corporate headquarters from a lessor entity, TG Legacy, LLC, which is a related party through common ownership. Due to the common control of the entities and the fact that the Company does not have alternative facilities readily available, the Company has an economic incentive to provide financial support to the lessor entity should the lessor entity default on its obligations. The amount and key terms of the obligations recorded in the lessor entity’s financial statements that could require the Company to provide financial support to the lessor entity consist of a note payable to a financial institution with an outstanding balance of $2,468,600 and $2,573,469 at December 31, 2025 and 2024, respectively. The note bears interest at 4.04 percent through maturity on March 7, 2032 and is payable in monthly installments of principal and interest totaling $17,360. A balloon payment is also due at maturity. The note is collateralized by substantially all assets of the Company and the corporate headquarters leased to the Company by the lessor entity. The note is secured by the real estate and personally guaranteed by the Company’s stockholder. As of December 31, 2025, the Company does not believe it is exposed to any significant risk related to the lessor’s note payable.

The status of contract billings on uncompleted contracts was as follows at December 31, 2025 and 2024:

The net amounts are included in the accompanying balance sheets under the following captions:

The Company owns a 49 percent membership interest in WYCLIFFE TRINITY LLC (the “LLC”), which commenced operations in 2023. As of December 31, 2025 and 2024, the Company’s investment in the LLC totaled $0 and $709, respectively.

The following is a summary of the LLC’s financial information as of December 31, 2025 and 2024:

The following is a summary of the LLC’s financial information for the years ended December 31, 2025 and 2024:

During 2025 and 2024, the Company had construction contracts with the LLC. As of December 31, 2025 and 2024, receivables due from the LLC totaled $4,471,063 and $3,642,000, respectively. During the years ended December 31, 2025 and 2024, the Company earned gross revenue of $8,175,867 and $10,541,230, respectively, and gross profit of $979,535 and $972,208, respectively, on these contracts.

Below is a summary of related party contracts in progress at December 31, 2025 and 2024:

As of December 31, 2025 and 2024, advances due from the Company’s sole stockholder totaled $575,415 and $575,415, respectively. The advances are non-interest bearing and due on demand.

The Company’s sole stockholder owns an equity interest in Ox Hill Realty LLC. As of December 31, 2025 and 2024, advances due from Ox Hill Realty LLC totaled $3,786,808 and $442,800, respectively and are included in due from affiliate in the accompanying balance sheets. The advances are non-interest bearing and due on demand.

In January 1, 2025, the Company entered into a note receivable agreement with Ox Hill Realty LLC. Under the agreement, the Company will advance proceeds received from the Future Receivables Sale Agreement described in Note 9 to Ox Hill Realty LLC under similar terms. As of December 31, 2025, the principal outstanding and accrued interest on the note receivable was $3,030,212 and $3,376,044, respectively, which are included in due from affiliate in the accompanying balance sheet. Interest income totaled $4,792,141 for the year ended December 31, 2025. The principal and accrued interest outstanding on the note receivable was repaid in full in 2026. See Note 16.

Property and equipment at December 31, 2025 and 2024 consisted of the following:

Depreciation expense for the years ended December 31, 2025 and 2024 totaled $63,202 and $51,955, respectively.

The Company had a bank line of credit agreement with availability up to $2,800,000 based on the borrowing base of eligible collateral. Outstanding amounts bore interest at the prime rate plus 1.5 percent, but not less than 6.5 percent. On December 19, 2025, the agreement was amended and restated to increase the line of credit limit to $5,000,000 and revise the interest rate to the prime rate plus 1.25 percent, but not less than 4.5 percent. The line of credit is due on demand. As of December 31, 2025 and 2024, advances outstanding on the line of credit totaled $0 and $1,800,000, respectively. Borrowings are collateralized by substantially all assets of the Company and are personally guaranteed by the Company’s stockholder. The agreement requires the Company to maintain certain financial covenants. As of December 31, 2025, the Company met the required covenants. Interest expense totaled $125,294 and $162,180 for the years ended December 31, 2025 and 2024, respectively.

On April 30, 2025, the Company entered into a Future Receivables Sale Agreement with a financing company under which it received $2,000,000 (net proceeds of $1,939,850 after origination fees) in exchange for the obligation to remit $2,640,000 of future customer receipts over approximately 52 weeks. As of December 31, 2025, the financing liability totaled $818,163, which is presented net of unamortized deferring financing fees of $9,303 in the accompanying 2025 balance sheet.

On June 25, 2025, the Company entered into a Future Receivables Sale Agreement with a financing company under which it received $2,000,000 (net proceeds of $1,960,000 after origination fees) in exchange for the obligation to remit $2,800,000 of future customer receipts of future customer receipts over approximately 36 weeks. As of December 31, 2025, the financing liability totaled $696,052, which is presented net of unamortized deferred financing fees of $4,598 in the accompanying 2025 balance sheet.

On July 30, 2025, the Company entered into a Future Receivables Sale Agreement with a financing company under which it received $2,000,000 (net proceeds of $1,899,950 after origination fees) in exchange for the obligation to remit $2,820,000 of future customer receipts over approximately 32 weeks. As of December 31, 2025, the financing liability totaled $814,092, which is presented net of unamortized deferred financing fees of $15,252 in the accompanying 2025 balance sheet.

On September 8, 2025, the Company entered into a Future Receivables Sale Agreement with a financing company under which it received $5,400,000 (net proceeds of $5,184,000 after origination fees) in exchange for the obligation to remit $7,830,000 of future customer receipts over approximately 33 weeks. As of December 31, 2025, the financing liability totaled $3,216,470, which is presented net of unamortized deferred financing fees of $75,547 in the accompanying 2025 balance sheet.

The obligations under future receivables financing are guaranteed by the Company’s sole stockholder. Interest expense is recognized using the effective-interest method based on estimated future cash flows, and the effective yield is adjusted prospectively if expected remittances change materially. Interest expense for the year ended December 31, 2025 totaled $3,991,592, which includes amortization of deferred financing fees of $311,500. All of the obligations described above (collectively referred to as “Initial Bridge Loans”) were repaid in full in 2026. See Note 16.

In December 2025, the Company and Ox Hill Realty LLC jointly entered into five Future Receivables Sale Agreements with financing companies under which it will receive an aggregate amount of $13,400,000 (net proceeds of $12,610,755 after origination fees) in exchange for the obligation to remit $20,089,600 of future customer receipts over approximately 23 weeks (collectively referred to as “New Bridge Loans”). There were no advances remitted in 2025. In connection with the New Bridge Loans, the Company and Ox Hill Realty LLC entered into a loan and reimbursement agreement whereby Ox Hill Realty LLC agreed to unconditionally reimburse the Company for all amounts owed under the New Bridge Loans, including principal, fees, and other costs, to the extent proceeds were received by or for the benefit of Ox Hill Realty LLC. Amounts due from Ox Hill Realty LLC bear interest at a rate equal to that applicable under the underlying financing agreements and are payable through direct remittances to the respective lenders on behalf of the Company. The reimbursement obligation is not contingent upon the sale or monetization of any specific assets and becomes immediately due upon any acceleration of the underlying financing obligations. Additionally, Ox Hill Realty LLC entered into a security agreement granting the Company a first-priority security interest in certain real property and related proceeds to secure its reimbursement obligations. The Company has the right to enforce the security interest, including foreclosure, sale, or acceptance of the collateral in satisfaction of the obligation, upon the occurrence of specified events of default.

The Company had a note payable for a vehicle which was repaid in full in May 2025. The note bore interest at 2.9 percent and required monthly principal and interest payments of $2,002. In July 2025, the Company executed a note payable for a new vehicle. The note requires monthly principal payments of $1,222. As of December 31, 2025 and 2024, the outstanding balance on the notes were $52,559 and $56,025, respectively. Interest expense totaled $0 and $2,025 for the years ended December 31, 2025 and 2024, respectively.

The Company leases its corporate headquarters from a related party as described in Note 3, which is classified as an operating lease. The lease expires in February 2028 and includes an extension option for an additional five-year period. The lease provides for monthly payments not to exceed the total debt service related to the acquisition and build-out of the premises, property taxes, insurance, and maintenance.

The Company leased equipment under an operating lease which expired in December 2025 and required monthly payments of $169.

The following summarizes lease expense for the years ended December 31, 2025 and 2024:

Operating lease cost and variable lease cost amounts above include $206,558 and $53,650, respectively, related to the related party lease described in Note 3 for the year ended December 31, 2025, and $206,558 and $50,377, respectively, for the year ended December 31, 2024.

Supplemental information related to the Company’s leases for the years ended December 31, 2025 and 2024 follows:

The remaining lease payments under operating leases as of December 31, 2025, were as follows:

In the normal course of business, the Company (both as plaintiff and defendant) may be party to various claims and litigation. In the opinion of management, based on the opinion of legal counsel, the resolution of these matters will not have a material adverse effect on the Company’s financial position or future results of operations.

During 2025, the Company had one major customer comprising 86 percent of revenue earned and 79 percent of receivables as of December 31, 2025. During 2024, the Company had two major customers comprising 82 percent of revenue earned and 87 percent of contract receivables as of December 31, 2024. Because of the nature of the Company’s business, major customers can change significantly each year.

The Company sponsors a qualified 401(k) retirement plan covering all employees, who upon meeting eligibility requirements may elect to make tax deferred contributions to the plan. During the years ended December 31, 2025 and 2024, the Company made employer matching contributions to the plan of $212,305 and $183,215, respectively.

The following backlog represents unearned revenue under existing contracts, as of December 31, 2025:

In 2026, the obligations under the Initial Bridge Loans described in Note 9 were repaid in full and the principal and accrued interest due on the Ox Hill Realty LLC note receivable described in Note 6 was collected in full.

In 2026, the Company and Ox Hill Realty LLC jointly entered into a $5,000,000 revolving line of credit and security agreement with a financing company which expires on November 30, 2026. The repayment amount of each advance is calculated as the advance amount multiplied by 1.44 (the “Factor Rate”). Each advance is repaid in weekly payments as defined in each advance confirmation, with the final balance due at maturity. The obligations under the future receivables financing and the line of credit are guaranteed by the Company’s sole stockholder and a member of Ox Hill Realty LLC. Interest expense is recognized using the effective-interest method based on estimated future cash flows, and the effective yield is adjusted prospectively if expected remittances change materially. In connection with this financing arrangement, the Company and Ox Hill Realty LLC entered into a loan and reimbursement agreement whereby Ox Hill Realty LLC agreed to unconditionally reimburse the Company for all amounts owed under the financing agreements, including principal, fees, and other costs, to the extent proceeds were received by or for the benefit of Ox Hill Realty LLC. Amounts due from Ox Hill Realty LLC bear interest at a rate equal to that applicable under the underlying financing agreements and are payable through direct remittances to the respective lenders on behalf of the Company. The reimbursement obligation is not contingent upon the sale or monetization of any specific assets and becomes immediately due upon any acceleration of the underlying financing obligations. Additionally, Ox Hill Realty LLC entered into a security agreement granting the Company a first-priority security interest in certain real property and related proceeds to secure its reimbursement obligations. The Company has the right to enforce the security interest, including foreclosure, sale, or acceptance of the collateral in satisfaction of the obligation, upon the occurrence of specified events of default.

In 2026, the Company received aggregate advances under the New Bridge Loans and the revolving line of credit totaling $34,979,600 and made aggregate payments under the New Bridge Loans and the revolving line of credit totaling $14,761,635.

We have audited the financial statements of TRINITY Group Construction, Inc. as of and for the years ended December 31, 2025 and 2024, and our report thereon dated April 27, 2026, which expressed an unmodified opinion on those financial statements, appears on pages F-22. Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplementary information included on pages F-38 to 42 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audits of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole.

The following unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects of the acquisition by KiNRG, Inc. (“KiNRG” or the “Company”) of 100% of the issued and outstanding equity interests of Trinity Group Construction, Inc. (“Trinity), completed on April 1, 2026 (the “Acquisition”), pursuant to the Stock Purchase Agreement dated March 31, 2026.

The Acquisition was completed in exchange for (i) $1,000,000 in cash, (ii) 4,200,000 shares of KiNRG common stock, and (iii) a promissory note in the principal amount of $3,000,000 (the “Promissory Note”).

The unaudited pro forma condensed combined balance sheet as of December 31, 2025 gives effect to the Acquisition as if it had been consummated on December 31, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 gives effect to the Acquisition as if it had been consummated on January 1, 2025.

The pro forma financial information was prepared using the acquisition method under ASC 805, Business Combinations, with KiNRG as the acquirer. The information is preliminary and subject to revision as valuations are finalized during the measurement period (up to one year). It should be read in conjunction with: (i) the audited financial statements of Trinity (Exhibit 99.1); (ii) the audited consolidated financial statements of KiNRG; and (iii) the notes herein.

The purchase consideration is as follows, based on sales of KiNRG stock at $1.00 per share on September 26, 2025:

The following table sets forth the preliminary allocation of the purchase price. Historical carrying values have been used as a reasonable approximation of fair value, subject to completion of a formal valuation during the measurement period:

Goodwill represents the expected synergies from growth opportunities not separately identifiable. None of the goodwill is expected to be deductible for income tax purposes, as the transaction is intended to qualify as a tax-free reorganization under IRC Section 368(a)(1)(B).

On November 7, 2025, KiNRG (the “Company”) and Mil L. Wallen, owner of 100% of the shares of Trinity Group Construction, a Virginia Corporation (the “Sellers”) entered into a Letter of Intent for the acquisition of Trinity by the Company, subject to definitive agreement (the “LOI”). On March 31, 2026, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Trinity and Millard L. Wallen, III (the “Seller”), pursuant to which the Company agreed to acquire 100% of the issued and outstanding capital stock of Trinity (the “Acquisition”). The closing of the Acquisition occurred on April 1, 2026.

The purchase price consists of the following: (i) $1,000,000 cash; (ii) 4,200,000 shares of KiNRG common stock, par value $0.0001 per share, at a price of $2.00 per share, the price of arms-length sales of the Company’s common stock in March, 2026; (iii) a note payable in the amount of $3,000,000 an interest rate of 6% per annum due on the earlier of the closing of a public offering by the Company or September 30, 2026.

Historical KiNRG data is from the audited Form 10-K for FY2025 ($0 revenue, $350,937 total assets, $2,704,605 net loss). Historical Trinity data is from the audited financial statements for FY2025 ($257.3M revenue, $69.4M total assets, $3.8M net income). Transaction Accounting Adjustments reflect application of ASC 805 as described in Note 4. No Management’s Adjustments or Autonomous Entity Adjustments have been included.

No adjustments recorded as no recurring changes to the cost structure of the combined entities are expected.

Pro forma weighted average basic shares: 54,832,811 (KiNRG historical) + 4,200,000 (closing shares as if outstanding since January 1, 2025) = 59,032,811.

Pro forma basic EPS Continuing Operations – basic and diluted: $1,070,855 / 59,032,811 = $0.018 per share.

Through and including [DATE], 2025, (the 25th day after the date of this prospectus), all dealers effecting transactions in the common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable in connection with the sale and distribution of the securities being registered. All amounts are estimated except the Securities and Exchange Commission registration fee, the FINRA filing fee and the NYSE listing fee.

Our Articles of Incorporation and our Bylaws provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether the basis of such action, suit or proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by us to the fullest extent authorized by the Nevada Revised Statutes, or NRS, against all expense, liability and loss (including attorneys’ fees and amounts paid in settlement) reasonably incurred or suffered by such.

NRS 78.7502 permits a corporation to indemnify any director or officer of the corporation against expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person (i) is not liable pursuant to NRS 78.138 and (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. In a derivative action (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or the suit if such person (i) is not liable pursuant to NRS 78.138 and (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought or some other court of competent jurisdiction determines that such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Our Articles of Incorporation provide that the liability of our directors and officers shall be eliminated or limited to the fullest extent permitted by the NRS. NRS 78.138(7) provides that, subject to limited statutory exceptions and unless the articles of incorporation or an amendment thereto provide for greater individual liability, a director or officer is not individually liable to a corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that: (i) the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and (ii) the breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

We have entered into indemnification agreements with our directors and certain officers, in addition to the indemnification permitted under the NRS and provided under our Articles of Incorporation and our Bylaws, and intend to enter into indemnification agreements with any new directors and officers in the future. We have purchased and intend to maintain insurance on behalf of any person who is or was a director or officer against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.

The foregoing discussion of our Articles of Incorporation, Bylaws, indemnification agreements, indemnity agreement, and Nevada law is not intended to be exhaustive and is qualified in its entirety by such Articles of Incorporation, Bylaws, indemnification agreements, indemnity agreement, or law.

In the three years preceding the filing of this registration statement, we have issued and sold the following securities that were not registered under the Securities Act of 1933, as amended:

On August 21, 2023, the Company issued 50,000 shares of common stock at a price of $1.00 per share to an investor.

On August 21, 2023, the Company issued 100,000 shares of common stock at a price of $1.00 per share to an investor.

On August 21, 2023, the Company issued 125,000 shares of common stock at a price of $1.00 per share to a shareholder.

On August 21, 2023, the Company issued 125,000 shares of common stock at a price of $1.00 per share to an investor.

On August 21, 2023, the Company issued 100,000 shares of common stock at a price of $1.00 per share to an investor.

On September 5, 2023, the Company issued 200,000 shares of common stock at a price of $1.00 per share to an officer.

On September 5, 2023, the Company issued 114,000 shares of common stock at a price of $1.00 per share to an officer.

On September 5, 2023, the Company issued 132,000 shares of common stock at a price of $1.00 per share to an officer.

On September 5, 2023, the Company issued 50,000 shares of common stock at a price of $1.00 per share to a board member.

On October 12, 2023, the Company issued 100,000 shares of common stock at a price of $1.00 per share to an investor.

On October 20, 2023, the Company issued 100,000 shares of common stock at a price of $1.00 per share to a shareholder.

On October 20,2023, the Company issued 100,000 shares of common stock at a price of $1.00 per share to an investor.

On December 11, 2023, the Company issued 12,500 shares of common stock at a price of $1.00 per share to a board member.

On December 11, 2023, the Company issued 150,000 shares of common stock at a price of $1.00 per share to an investor.

On December 26, 2023, the Company issued 65,000 shares of common stock at a price of $1.00 per share to a shareholder.

On December 28, 2023, the Company issued 25,000 shares of common stock at a price of $1.00 per share to an investor.

On December 28, 2023, the Company issued 20,000 shares of common stock at a price of $1.00 per share to a shareholder.

On December 28, 2023, the Company issued 25,000 shares of common stock at a price of $1.00 per share to an investor.

On December 28, 2023, the Company issued 2,000 shares of common stock at a price of $1.00 per share to an investor.

On December 28, 2023, the Company issued 30,000 shares of common stock at a price of $1.00 per share to an investor.

On December 28, 2023, the Company issued 5,000 shares of common stock at a price of $1.00 per share to an investor.

On December 28, 2023, the Company issued 50,000 shares of common stock at a price of $1.00 per share to an investor.

On December 28, 2023, the Company issued 15,000 shares of common stock at a price of $1.00 per share to an investor.

On December 28, 2023, the Company issued 50,000 shares of common stock at a price of $1.00 per share to an investor.

December 28, 2023, the Company issued 125,000 shares of common stock at a price of $1.00 per share to an investor.

On December 28, 2023, the Company issued 50,000 shares of common stock at a price of $1.00 per share to an investor.

On December 28, 2023, the Company issued 25,000 shares of common stock at a price of $1.00 per share to an investor.

On December 28, 2023, the Company issued 250,00 shares of common stock at a price of $1.00 per share to a board member.

On December 31, 2023, the Company issued 32,000 shares of common stock at a price of $0.60 per share to a shareholder exercising warrants.

On December 31, 2023, the Company issued 80,000 shares of common stock at a price of $0.60 per share to a shareholder exercising warrants.

On December 31, 2023, the Company issues 80,000 shares of common stock at a price of $0.60 per share to a shareholder exercising warrants.

On December 31, 2023, the Company issues 32,000 shares of common stock at a price of $0.60 per share to a shareholder exercising warrants.

On December 31, 2023, the Company issues 160,000 shares of common stock at a price of $0.60 per share to a shareholder exercising warrants.

On December 31, 2023, the Company issues 128,000 shares of common stock at a price of $0.60 per share to a shareholder exercising warrants.

On December 31, 2023, the Company issues 80,000 shares of common stock at a price of $0.60 per share to a shareholder exercising warrants.

On December 31, 2023, the Company issues 64,000 shares of common stock at a price of $0.60 per share to a shareholder exercising warrants.

On December 31, 2023, the Company issues 438,000 shares of common stock at a price of $0.60 per share to a shareholder exercising warrants.

On December 31, 2023, the Company issues 212,640 shares of common stock at a price of $0.60 per share to a shareholder exercising warrants.

On July 23, 2024, the Company issued 100,000 shares of common stock at a price of $1.00 per share to an investor.

On July 23, 2024, the Company issues 50,000 shares of common stock at a price of $1.00 per share to a shareholder.

On July 23, 2024, the Company issues 40,000 shares of common stock at a price of $1.00 per share to an investor.

On July 23, 2024, the Company issues 100,000 shares of common stock at a price of $1.00 per share to a shareholder.

On July 23, 2024, the Company issues 50,00 shares of common stock at a price of $1.00 per share to a shareholder.

On July 23, 2024, the Company issues 10,000 shares of common stock at a price of $1.00 per share to a shareholder.

On July 23, 2024, the Company issued 50,000 shares of common stock at a price of $1.00 per share to an investor.

On November 11, 2024, the Company issues 50,000 shares of common stock at a price of $1.00 per share to a shareholder.

On April 16, 2025, the Company issues 50,000 shares of common stock at a price of $1.00 per share to a shareholder.

On April 2, 2025, the Company issued 10,000 shares of common stock at a price of $1.00 per share to an investor.

On April 2, 2025, the Company issued 15,000 shares of common stock at a price of $1.00 per share to an investor.

On April 2, 2025, the Company issued 25,000 shares of common stock at a price of $1.00 per share to an investor.

On June 26, 2025, the Company issued 50,000 shares of common stock at a price of $1.00 per share to an investor.

On June 26, 2025, the Company issued 5,000 shares of common stock at a price of $1.00 per share to a shareholder.

On June 26, 2025, the Company issued 20,000 shares of common stock at a price of $1.00 per share to a shareholder.

On June 26, 2025, the Company issued 50,000 shares of common stock at a price of $1.00 per share to a shareholder.

On June 26, 2025, the Company issued 10,000 shares of common stock at a price of $1.00 per share to a shareholder.

On June 26, 2025, the Company issued 20,000 shares of common stock at a price of $1.00 per share to a shareholder.

On June 26, 2025, the Company issued 10,000 shares of common stock at a price of $1.00 per share to an investor.

On June 26, 2025, the Company issued 37,500 shares of common stock at a price of $1.00 per share to a board member.

On June 26, 2025, the Company issued 80,000 shares of common stock at a price of $1.00 per share to an officer.

On June 26, 2025, the Company issued 100,000 shares of common stock at a price of $1.00 per share to an officer.

On June 26, 2025, the Company issued 250,000 shares of common stock at a price of $1.00 per share to an officer.

On September 3, 2025, the Company issued 773,850 shares of common stock at a price of $1.00 per share to a shareholder.

On September 29, 2025, the Company issued 50,000 shares of common stock at a price of $1.00 per share to a shareholder.

On September 29, 2025, the Company issued 225,000 shares of common stock at a price of $1.00 per share to an investor.

On September 29, 2025, the Company issued 50,000 shares of common stock at a price of $1.00 per share to a shareholder.

On September 29, 2025, the Company issued 50,000 shares of common stock at a price of $1.00 per share to an investor.

On September 29, 2025, the Company issued 125,000 shares of common stock at a price of $1.00 per share to an investor.

On September 29, 2025, the Company issued 10,000 shares of common stock at a price of $1.00 per share to a shareholder.

On September 29, 2025, the Company issued 50,000 shares of common stock at a price of $1.00 per share to a shareholder.

On September 29, 2025, the Company issued 50,000 shares of common stock at a price of $1.00 per share to an investor.

On September 29, 2025, the Company issued 10,000 shares of common stock at a price of $1.00 per share to a shareholder.

On September 29, 2025, the Company issued 20,000 shares of common stock at a price of $1.00 per share to a shareholder.

On September 29, 2025, the Company issued 5,000 shares of common stock at a price of $1.00 per share to a shareholder.

On September 30, 2025, the Company issued 700,000 shares of common stock at a price of $1.00 per share to a board member.

On September 30, 2025, the Company issued 1,183,700 shares of common stock at a price of $1.00 per share to a board member.

On September 30, 2025, the Company issued 150,000 shares of common stock at a price of $1.00 per share for the exercise of warrants at a price of $1.00 per share. There was no gain or loss recorded on this transaction as the conversion occurred at the exercise price established in the warrant agreement.

On December 29, 2025, the Company issued 100,000 shares of common stock at a price of $1.00 per share for the exercise of warrants at a price of $1.00 per share. There was no gain or loss recorded on this transaction as the conversion occurred at the exercise price established in the warrant agreement.

On December 29, 2025, the Company issued 1,125,000 shares of common stock with a fair value of $1,125,000 to its President as compensation for services. The Company charged the amount of $1,125,000 to stock based compensation.

On March 31, 2026, in connection with the Company’s acquisition of TRINITY Group Construction, the Company issued an aggregate of 4,200,000 shares of common stock, consisting of (i) 4,000,000 shares issued to the Company’s President and (ii) 200,000 shares issued to a nominee of the Company’s President. The shares were issued at an agreed value of $2.00 per share, representing aggregate consideration of $8,400,000. The issuance was exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof as a transaction by an issuer not involving a public offering.

On March 31, 2026, the Company issued an aggregate of 721,875 shares of common stock to certain investors at a purchase price of $2.00 per share, for aggregate gross proceeds of $1,443,750. The issuance was exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.

On March 31, 2026, the Company issued an aggregate of 28,125 shares of common stock to members of the Company’s board of directors at an agreed value of $2.00 per share upon the conversion of accrued board fees in the aggregate amount of $56,250. The issuance was exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof as a transaction by an issuer not involving a public offering.

See the Exhibit Index immediately following the signature page included in this registration statement.

See “Index to Financial Statements” which is located on page F-1 of this prospectus.

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increases or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) To provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(i) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(A) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(B) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Herndon, State of Virginia, on ________2026.

Each person whose signature appears below constitutes and appoints Ronald W. Pickett with full power to act alone and without the others, his true and lawful attorney-in-fact, with full power of substitution, and with the authority to execute in the name of each such person, any and all amendments (including without limitation, post-effective amendments) to this registration statement, to sign any and all additional registration statements relating to the same offering of securities as this registration statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file such registration statements with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Nevada		4911		82-6008752
(State of other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification Number)

Name of Beneficial Owner	Number of Shares Beneficially Owned (1)		Percentage of Shares Outstanding (1)
Names Executive Officers, Executive Officers and Directors:
Ronald W. Pickett (1)		9,842,529		15.9	%
Flip Wallen		6,825,000		11.0	%
Stephen Sadle (2)		6,915,176		11.2	%
Robert P. Crabb		1,002,174		1.6	%
H. James Magnuson		725,948		1.2	%
Mossadaq Chughtai		4,266,925		6.9	%
Troy A. Hering CPA		109,375		*
Livian L. Jones		109,375		*
All executive officers and directors as a group (8 persons)		29,796,502		48.2	%

Financial Statements for period ended December 31, 2025

Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024		F-3
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024		F-4
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025 and 2024		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024		F-6
Notes to Consolidated Financial Statements		F-7

Years Ended December 31, 2025 and 2024

Independent Auditors’ Report		F-22
Balance Sheets		F-23
Statements of Operations		F-24
Statements of Changes in Stockholder’s Equity		F-25
Statements of Cash Flows		F-26
Notes to Financial Statements		F-27
Supplementary Information:
Independent Auditors’ Report on Supplementary Information		F-37
Schedule of Contract Revenue and Costs - Summary		F-38
Schedule of Contract Revenue and Costs - Completed Contracts (Year Ended December 31, 2025)		F-39
Schedule of Contract Revenue and Costs - Contracts In-Process (Year Ended December 31, 2025)		F-40
Schedule of Contract Revenue and Costs - Completed Contracts (Year Ended December 31, 2024)		F-41
Schedule of Contract Revenue and Costs - Contracts In-Process (Year Ended December 31, 2024)		F-42

For the Year Ended December 31, 2025

Unaudited pro forma consolidated balance sheet		F-43
Unaudited pro forma consolidated statement of operations		F-44
Unaudited pro forma condensed combined financial information		F-45
Notes to unaudited pro forma condensed combined financial information		F-46

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒


PRELIMINARY PROSPECTUS	SUBJECT TO COMPLETION	DATED JUNE 12, 2026

ABOUT THIS PROSPECTUS		ii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iii

PROSPECTUS SUMMARY		1

THE OFFERING		10

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION		12

RISK FACTORS		13

USE OF PROCEEDS		36

DIVIDEND POLICY		36

CAPITALIZATION		36

DILUTION		38

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		40

BUSINESS		46

MANAGEMENT		53

EXECUTIVE COMPENSATION		58

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		63

PRINCIPAL STOCKHOLDERS		65

DESCRIPTION OF CAPITAL STOCK		66

SHARES ELIGIBLE FOR FUTURE SALE		69

UNDERWRITING		70

LEGAL MATTERS		75

EXPERTS		75

WHERE YOU CAN FIND MORE INFORMATION		75

INDEX TO FINANCIAL STATEMENTS		F-1

Assumed public offering price per share	$	[__]
Pro forma net tangible book value per share as of December 31, 2025	$	[__]
Increase in pro forma net tangible book value per share after this offering	$	[__]
Pro forma as adjusted net tangible book value per share after this offering	$	[__]
Dilution in pro forma net tangible book value per share to new investors	$	[__]

	Year Ended December 31, 2025			Year Ended December 31, 2024			Change
Revenue	$	—		$	—		$	—
Selling, general and administrative expenses	$	2,364,934		$	1,205,354		$	1,159,580
Gain on settlement of accounts payable	$	4,000		$	—		$	4,000
Interest expense	$	(26,548	)	$	(42,082	)	$	15,534
Net loss from continuing operations	$	(2,387,482	)	$	(1,247,436	)	$	(1,140,046	)
Net loss from discontinued operations	$	(317,123	)	$	(104,595	)	$	(212,528	)
Consolidated net loss	$	(2,704,605	)	$	(1,352,031	)	$	(1,352,574	)
Net loss attributable to KiNRG	$	(2,704,605	)	$	(1,331,942	)	$	(1,372,663	)

Name	Age	Position(s)	Term of Office (Directors)
Ronald W. Pickett	78	Chief Executive Officer, Chairman and Principal Accounting Officer	[__]
Flip Wallen	63	President	[__]
Stephen Sadle	80	Chief Operating Officer and Director	[__]
Robert P. Crabb	78	Secretary	[__]
H. James Magnuson (1)	71	Director	[__]
Mossadaq Chughtai(2)	66	Director	[__]
Troy A. Hering CPA(3)	60	Director	[__]
Livian L. Jones(4)	59	Director	[__]

Name and principal position	Year	Salary ($)			Bonus ($)		Stock awards ($)		Non-equity incentive plan compensation		Nonqualified deferred compensation earnings ($)		All other Compensation ($)		Total ($)
Ronald W. Pickett,	2025		200,000	⁽²⁾	$	—	$	—	$	—	$	—	$	—		200,000
Chief Executive Officer, Chairman and Principal Accounting officer⁽¹⁾	2024		200,000	⁽²⁾		—		—		—		—		—		200,000

Stephen L. Sadle	2025		175,000	⁽⁴⁾		—		—		—		—		—		175,000
Chief Operating Officer⁽³⁾	2024		175,000	⁽⁴⁾		—		—		—		—		—		175,000

Name	Fees earned or paid in cash ($)		Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
H. James Magnuson	$	25,000						$	25,000
Mossadaq Chughtai	$	25,000						$	25,000
Troy A. Hering CPA	$	25,000						$	25,000
Livian L Jones	$	25,000						$	25,000

	●	1% of the number of shares of common stock then outstanding; or

	●	the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

	●	the valuation multiples of publicly traded companies that the underwriter believes to be comparable to us,

	●	our financial information,

	●	the history of, and the prospects for, our company and the industry in which we compete,

	●	an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues,

	●	the present state of our development, and

	●	the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

	December 31,			December 31,
	2025			2024
ASSETS
Current assets:
Cash	$	328,466		$	23,099
Prepaid expenses		-			12,126
Current assets - discontinued operations		-			3,909
Total current assets		328,466			39,134

Right of use asset, operating lease		9,471			8,525
Total assets	$	337,937		$	47,659

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable		32,676			18,780
Accrued liabilities - related parties		50,000			100,000
Accrued payroll		570,164			476,981
Accrued interest		133,883			121,883
Lease liabilities - operating lease		9,471			8,525
Loans payable - related party		-			250,000
Notes payable		80,000			80,000
Other liabilities		7,511			11,511
Current liabilities - discontinued operations		-			31,265
Total current liabilities		883,705			1,098,945

Total liabilities		883,705			1,098,945

Commitments and Contingencies		-			-

Stockholders’ equity (deficit)
Preferred stock, par value $0.0001 per share; 10,000,000 shares authorized, 5,424,700 shares undesignated		-			-
Series A Convertible Preferred stock, par value $0.0001 per share, 500,000 shares designated, 0 shares issued and outstanding at December 31, 2025 and 2024		-			-
Series AA Convertible Preferred stock, par value $0.0001 per share, 3,000,000 shares designated, 0 shares issued and outstanding at December 31, 2025 and 2024		-			-
Series AAA Convertible Preferred stock, $0.0001 per share, 70,000 shares designated, 0 shares issued and outstanding at December 31, 2025 and 2024		-			-
Series AAAA Convertible Preferred stock, $0.0001 per share, 1,005,300 shares designated, 0 shares issued and outstanding at December 31, 2025 and 2024		-			-
Common stock, par value $0.0001, 250,000,000 shares authorized, 56,900,743 and 51,538,193 shares issued and outstanding at December 31, 2025 and 2024, respectively		5,690			5,154
Common stock to be issued, 0 and 2,657,550 shares at December 31, 2025 and 2024, respectively		-			265
Additional paid-in capital		28,465,847			25,607,397
Accumulated deficit		(29,017,305	)		(26,312,700	)
Stockholders’ deficit attributable to KiNRG, Inc.		(545,768	)		(699,884	)
Non-controlling interest		-			(351,402	)
Total stockholders’ deficit		(545,768	)		(1,051,286	)

Total liabilities and stockholders’ equity	$	337,937		$	47,659

	Year Ended December 31,
	2025			2024

Operating expenses:
Selling, general, and administrative expenses	$	2,364,934		$	1,205,354
Total operating expenses		2,364,934			1,205,354

Operating loss		(2,364,934	)		(1,205,354	)

Other expenses:
Gain on settlement of accounts payable		4,000			-
Interest expense		(26,548	)		(42,082	)
Total other expenses		(22,548	)		(42,082	)

Loss before provision for income taxes		(2,387,482	)		(1,247,436	)

Provision for income taxes		-			-

Net loss from continuing operations		(2,387,482	)		(1,247,436	)

Net loss from discontinued operations		(317,123	)		(104,595	)

Consolidated net loss	$	(2,704,605	)	$	(1,352,031	)

Less: Net loss attributable to non-controlling interest		-			(20,089	)

Net loss attributable to KiNRG, Inc.	$	(2,704,605	)	$	(1,331,942	)

Net loss per common share from continuing operations, basic and diluted	$	(0.043	)	$	(0.024	)
Net loss per common share from discontinued operations, basic and diluted	$	(0.006	)	$	(0.002	)
Net loss per common share, basic and diluted	$	(0.049	)	$	(0.026	)

Weighted-average number of common shares outstanding, basic and diluted		54,832,811			51,190,679

	Series A Preferred				Series AA Preferred				Series AAA Preferred				Series AAAA Preferred				Common Stock				Common Stock To Be Issued						Additional Paid-in		Accumulated			Non-controlling
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Interest			Total

Balance, December 31, 2023		-	$	-		-	$	-		-	$	-		-	$	-		50,938,193	$	5,094		2,657,550		$	265		$	24,838,202	$	(24,980,758	)	$	(331,313	)	$	(468,510	)

Vesting of compensatory warrants		-		-		-		-		-		-		-		-		-		-		-			-			139,173		-			-			139,173

Common stock sold for cash		-		-		-		-		-		-		-		-		600,000		60					-			599,940		-			-			600,000

Imputed interest on related party loans		-		-		-		-		-		-		-		-		-		-		-			-			30,082		-			-			30,082

Net loss for the year ended December 31, 2024		-		-		-		-		-		-		-		-		-		-		-			-			-		(1,331,942	)		(20,089	)		(1,352,031	)

Balance, December 31, 2024		-	$	-		-	$	-		-	$	-		-	$	-		51,538,193	$	5,154		2,657,550		$	265		$	25,607,397	$	(26,312,700	)	$	(351,402	)	$	(1,051,286	)

Vesting of compensatory warrants		-		-		-		-		-		-		-		-		-		-		-			-			139,173		-			-			139,173

Common stock sold for cash		-		-		-		-		-		-		-		-		750,000		75		-			-			749,925		-			-			750,000

Common stock issued for services		-		-		-		-		-		-		-		-		1,125,000		113		-			-			1,124,887		-			-			1,125,000

Common stock issued for exercise of warrants		-		-		-		-		-		-		-		-		250,000		25		-			-			249,975		-			-			250,000

Common stock issued to directors for conversion of fees		-		-		-		-		-		-		-		-		150,000		15		-			-			149,985		-			-			150,000

Common stock issued to officers for conversion of salaries		-		-		-		-		-		-		-		-		180,000		18		-			-			179,982		-			-			180,000

Common stock issued for conversion of note payable		-		-		-		-		-		-		-		-		250,000		25		-			-			249,975		-			-			250,000

Common stock issued from shares to be issued		-		-		-		-		-		-		-		-		2,657,550		265		(2,657,550	)		(265	)		-		-			-			-

Imputed interest on related party loans		-		-		-		-		-		-		-		-		-		-		-			-			14,548		-			-			14,548

Derecognition of subsidiary		-		-		-		-		-		-		-		-		-		-		-			-			-		-			351,402			351,402

Net loss for the year ended December 31, 2025		-		-		-		-		-		-		-		-		-		-		-			-			-		(2,704,605	)		-			(2,704,605	)

Balance, December 31, 2025		-	$	-		-	$	-		-	$	-		-	$	-		56,900,743	$	5,690		-		$	-		$	28,465,847	$	(29,017,305	)	$	-		$	(545,768	)

	For the			For the
	Year Ended			Year Ended
	December 31,			December 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,704,605	)	$	(1,352,031	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		1,264,173			139,173
Imputed interest on loans payable		14,548			30,082
Loss on sale of subsidiary		316,343			-
Changes in current assets and liabilities:
Right-of-use asset		10,309			9,892
Prepaid assets		12,126			(12,126	)
Accounts payable		13,690			18,780
Accrued liabilities - related party		100,000			100,000
Accrued interest		12,000			12,000
Accrued payroll		273,183			183,516
Other liabilities		-			(16,842	)
Operating lease liability		(10,309	)		(9,892	)
Net cash used in operating activities		(698,542	)		(897,448	)

CASH FLOWS FROM INVESTING ACTIVITIES
None.		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		750,000			600,000
Proceeds from exercise of warrants		250,000			-
Net cash provided by financing activities		1,000,000			600,000

Net increase (decrease) in cash and cash equivalents		301,458			(297,448	)

Cash and cash equivalents at beginning of period		27,008			324,456

Cash and cash equivalents at end of period	$	328,466		$	27,008

Cash and cash equivalents at end of period - continuing operations	$	328,466		$	23,099
Cash and cash equivalents at end of period - discontinued operations	$	-		$	3,909

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Establish right-of-use asset and liability	$	11,255		$	10,130
Common stock issued for conversion of loan payable - related party	$	250,000		$	-
Common stock issued to directors for conversion of fees	$	150,000		$	-
Common stock issued to officers for conversion of salaries	$	180,000		$	-
Common stock issued for services	$	113		$	-
Common stock issued from shares to be issued	$	265		$	-

Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Other Liabilities	$	(35,058	)
Non-controlling interest		351,402
Accounts payable		(1	)
Loss on sale of subsidiary	$	(316,343	)

	Twelve Months Ended
	December 31,		December 31,
	2025		2024

Selling, general, and administrative expenses		780		104,595
Loss on sale of subsidiary		316,343		-
Loss from discontinued operations, net of tax	$	317,123	$	104,595

	December 31, 2025		December 31, 2024
Office	$	9,471	$	8,525
Right of use assets, net	$	9,471	$	8,525

For the year ended December 31, 2026	$	10,000
Less: Present value discount		(529	)
Lease liability	$	9,471

	December 31, 2025		December 31, 2024
Board of Director fees	$	50,000	$	100,000
Total	$	50,000	$	100,000

	December 31, 2025			December 31, 2024
Note payable issued April 7, 2014	$	80,000		$	80,000
Total		80,000			80,000
Less current portion		(80,000	)		(80,000	)
Long term portion	$	—		$	—

	Number of Shares			Weighted Average Exercise Price

Warrants outstanding at December 31, 2024		1,140,000		$	0.41
Issued		250,000			1.00
Exercised		(250,000	)		1.00
Cancelled/Expired		(1,125,000	)		0.40
Warrants outstanding at December 31, 2025		15,000		$	1.05

Net loss generated by AGP	$	116,595
Non-controlling interest percentage		17.23	%
Net loss attributable to non-controlling interest	$	20,089

	December 31, 2025			December 31, 2024
Net operating loss carryforwards	$	5,693,874		$	5,303,813
		5,693,874			5,303,813
Valuation allowance		(5,693,874	)		(5,303,813	)
Net deferred tax assets	$	—		$	—

	December 31, 2025			December 31, 2024
U. S. federal statutory tax rate		(21.0	)%		(21.0	)%
State statutory tax rate		(8.25	)%		(8.25	)%
Change in valuation allowance		29.25	%		29.25	%
Effective tax rate		0.0	%		0.0	%

	December 31, 2025		December 31, 2024
Other segment disclosures:
Segment assets	$	337,937	$	47,659

	1110 North Glebe Road, Suite 650
	Arlington, VA 22201
	Tel: 703-248-9200
	Fax: 703-783-4005

	Common Stock		Additional Paid-In Capital		Retained Earnings			Total
Balance, December 31, 2023	$	22,500	$	158,411	$	-		$	180,911
Distributions		-		-		(628,327	)		(628,327	)
Net income		-		-		714,118			714,118
Balance, December 31, 2024		22,500		158,411		85,791			266,702
Net income		-		-		3,775,460			3,775,460
Balance, December 31, 2025	$	22,500	$	158,411	$	3,861,251		$	4,042,162

	2025			2024
Costs incurred on contracts in-process	$	444,534,314		$	247,384,799
Estimated gross profits earned to date		12,975,953			7,021,894
Earned revenue		457,510,267			254,406,693
Less: billings to date		(461,172,188	)		(255,390,891	)
Net	$	(3,661,921	)	$	(984,198	)