Note 11 – Acquisition of Membership Interests in GSPP JEA Ingle FL, LLC – Accounted for as an Asset Acquisition – Solar Project Rights

In December 2024, a disbursement of $3,929,161 was made by Next/Ingle Holdings LLC, a 50% owned subsidiary of Next Holding, to acquire 100% of the membership interests in GSPP JEA Ingle FL, LLC, a project company controlled by GSPP Holdco III, LLC. GSPP JEA Ingle FL, LLC holds the rights to a utility-scale solar energy project located in Bryceville, Florida. The purchase price consisted of a $3,600,000 acquisition fee and reimbursement for previously incurred capitalized development costs of $329,161 for a total payment of $3,929,161. These reimbursed costs included expenses related to securing a real estate option, engineering studies, and interconnection due diligence with the local utility.

To facilitate the acquisition, Next Holding formed Next/Ingle Holdings LLC, in which it holds a 50% ownership interest, with the remaining 50% owned by Cohen Global Energy, LLC, an unrelated third party. Notwithstanding the split of ownership, the Company retains unilateral governing control over the entity, as outlined in the executed operating agreement. Next/Ingle Holdings LLC is a controlled holding company which has been consolidated into the Company, and shows a non-controlling interest for the 50% not owned.

Next/Ingle Holdings LLC obtained a $5,000,100 loan from this third party to fund the acquisition (See Note 5). GSPP JEA Ingle FL, LLC had no employees, revenue-generating activities, or ongoing operations prior to the acquisition. Its only asset is the set of rights related to the Bryceville solar energy project, which is still in development. At the time of the transaction, the project was not yet operational; development activities were limited to permitting, feasibility analysis, and utility coordination.

Given the absence of a workforce, no substantive processes, and no outputs, GSPP JEA Ingle FL, LLC does not meet the definition of a business under ASC 805-10-20. Instead, the transaction qualifies as an asset acquisition, with the solar project representing a single identifiable asset under development.

Post-Acquisition Structure:

Formed Next/Ingle Holdings LLC (50% owned by Next Holding, 50% owned by Cohen Global Energy, LLC)

Retains unilateral control over Next/Ingle Holdings LLC via operating agreement (this entity is consolidated with the Company and reflects a non-controlling interest for the 50% not owned)

Acquired 100% of GSPP JEA Ingle FL, LLC from GSPP Holdco III, LLC

Funded acquisition via $5,000,100 loan from Cohen Global Energy, LLC

Holds rights to the Bryceville, FL solar project