Nature of Business |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Nature of Business | |
| Nature of Business | A. Nature of Business
Independence Power Holdings, Inc. (the “Company” or “IPHI”), a Nevada corporation, f/k/a TriUnity Business Services Limited, was formed on April 30, 2024. The Company’s corporate office is located in Dallas, Texas.
On December 30, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Independence Power, Inc. and its wholly owned subsidiary Kyma Batteries LLC (collectively “Independence Power”), and the sole stockholder of Independence Power, Independence Investors LLC, a Delaware limited liability company (“Independence Investors”). Pursuant to the Merger Agreement, the Company agreed to exchange the outstanding common shares of Independence Power held by Independence Investors for 32,000,000 shares of Class B common stock of the Company. Independence Power became a wholly owned subsidiary of IPHI. At the time of the Merger Agreement, Independence Investors also held 3,800,000 shares of the Company’s Class A common stock indirectly through a wholly owned subsidiary. As a result of the Merger Agreement, Independence Investors, directly and indirectly through a subsidiary entity, owned approximately 94.3% of the issued and outstanding Class A and Class B common shares.
The Merger Agreement was accounted for as a reverse asset acquisition in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, IPHI has been treated as “acquired” for financial reporting purposes. Independence Power has been determined to be the “accounting acquirer” because Independence Power maintains control of the Board of Directors and management of the combined company and the operations of Independence Power constitute the only ongoing operations of the combined company. Under this method of accounting, the ongoing financial statements of the registrant reflect the net assets of Independence Power and IPHI at historical cost, with no goodwill or other intangible assets recognized, and the historical Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Changes in Shareholders’ Equity, and Statements of Cash Flows reflect the historical activity of Independence Power.
The Company’s primary business activity is the software and hardware development, implementation and installation of an industrial battery management and monitoring system for high voltage battery storage systems. The Company’s operations are currently based in Texas and Wisconsin.
Liquidity
As shown in the accompanying financial statements, the Company has not generated recurring revenue and has incurred operating losses during recent years. As of December 31, 2025, the Company has limited financial resources with which to achieve its objectives and attain profitability and positive cash flows from operations.
As further discussed in Note D, in August 2025, the Company successfully installed and energized its battery management and monitoring system on a high voltage battery storage system at its Wisconsin facility. In September 2025, the Company successfully deployed and energized its battery management and monitoring system on numerous battery storage systems in the West Texas Permian Basin. In September 2025, the Company entered into a Master Supply and Services Agreement (“the Agreement”) with GridCore Infrastructure LLC (“GridCore”), which resulted in the sale of the Company’s battery management and monitoring system to GridCore for $10.6 million in cash and a Note Agreement for $86.6 million. The Company received an interest payment of $1.7 million in March 2026. In October 2025, the Company entered into an Asset Management Agreement with DBD Express I LLC (”DBD”), a subsidiary of BESS Rural Electric Cooperative, to provide asset management and battery deployment to DBD’s BESS battery fleet. The Agreement calls for a minimum monthly fee of $5,000 per BESS battery unit deployed. The Company anticipates deploying the first BESS units in March 2026, generating a recurring revenue fee under this agreement.
The Company’s majority shareholder has additional capital that can be used to fund any working capital needs the Company may have over the next twelve months. Subsequent to December 31, 2025, the Company and the majority shareholder entered into a line of credit agreement for up to $4,000,000 for the Company to use for working capital. Management believes that with this capital, the interest and principal payments under the Note Agreement, the exercising of the warrants, and the Agreement entered into with DBD, the Company will be able to continue as a going concern for at least one year after the date that these financial statements are available to be issued. |