UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

☒ Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934

for the fiscal year ended December 31, 2024

☐ Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934

for the transition period from _______________ to _______________

Commission File Number: 000-56379

NEXT-CHEMX CORPORATION

(Exact name of registrant specified in its charter)

Issuer’s telephone number, including area code: (725-867-0789)

n/a

Former address if changed since last report

Securities registered under Section 12(b) of the Exchange Act:

Securities registered pursuant to section 12(g) of the Act: Common Stock, par value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. ☐

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

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 13 (a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter (June 30, 2026): $285,468

State the number of shares outstanding of the registrant’s $0.001 par value common stock as of the close of business on the latest practicable date (August 27, 2026): 28,546,834

Documents incorporated by reference: None.

TABLE OF CONTENTS

IMPORTANT NOTICE

On May 3, 2024, the Company was made aware that its long-standing auditors, BF Borgers CPA PC, had been denied the privilege of appearing or practicing before the Securities and Exchange Commission (the “SEC”) as an accountant. In view of the nature of the actions taken by the SEC in relation to the Company’s former auditor, the SEC required the Company to reaudit 2 years of its financial statements resulting in a deficiency in the Company’s filings entirely due to circumstances beyond the control of the Company. The Company appointed a new registered public accounting firm: Fruci & Associates II PLLC, Certified Public Accountants based in Spokane, Washington (“Fruci & Associates”) to replace BF Borgers.

PART I

ITEM 1. BUSINESS.

Company History and General Information

NEXT-ChemX Corporation (the “Company”), originally known as WeWin Group Corp before becoming, from December 2018, AllyMe Group, Inc., was organized on August 13, 2014, as a Nevada corporation under Chapter 78 of the Nevada Revised Statutes and listed under the trading symbol (“WWIN”).

On April 26, 2021, the Company underwent a change of control in which the previous majority shareholder of the Company, sold 8,618,000 shares of common stock of the Company to Arastou Mahjoory and Kenneth Mollicone, each an accredited investor, in equal parts with one additional share held by Mr. Mollicone.

On April 27, 2021, the Company entered into that certain Asset Purchase Agreement (the “Asset Purchase Agreement”) with a Texas private company, NEXT-ChemX Corporation (“NEXT-ChemX (Private)”), pursuant to which the Company acquired the certain intellectual property assets of NEXT-ChemX (Private), specifically certain patents and patent applications, in exchange for the issuance of an aggregate of 23,844,448 shares of common stock of the Company (the “APA Issuance”). As a result of this acquisition of assets, the business of the Company was changed to the commercialization of the certain novel innovative Ion-Targeting Continuous-Flow Direct Extraction Technology (“iTDE Technology”). Since the iTDE Technology is to be embodied in a chemical extraction system that will continuously process and extract targeted chemicals, the current business is now, following the reorganization, best defined under SIC Code: 3559 – Special Industry Machinery, NEC.

Following the acquisition and the APA Issuance, Messrs. Mahjoory and Mollicone acquired an additional 322,989 shares of common stock from several minority shareholders and agreed to cancel an aggregate of 5,418,000 of their shares of common stock of the Company.

As part of the reorganization of the business of the Company, the Company’s Board of Directors and management were also changed, with all previous directors and officers resigning and being replaced with two Directors nominated by NEXT-ChemX (Private). In addition, the Company’s plans, organization, focus and long-term strategy were redefined. As a result, the projections, prospects and expectations contained in the Company’s reporting documents issued since April 27, 2021, outline a very different future, having been reassessed.

In order that the change of the business of the Company from business consulting to the design and manufacture of chemical extraction equipment be clearly underlined, and to better reflect to the markets the actual business of the Company, the Company’s Board of Directors decided to change its name, adopting the name of its new principal shareholder, NEXT-ChemX (Private) that had supplied the iTDE Technology in exchange for the APA Issuance. The Board of Directors considered that the name ‘NEXT-ChemX’ better defines the Company’s new business of Chemical extraction equipment manufacture, signals the novel approach of iTDE Technology and distances the Company from its original business consulting roots. On June 16, 2021, the Company’s Board of Directors approved the change of name from “AllyMe Group Inc.” to “NEXT-ChemX Corporation”. Approval for this was granted by FINRA on July 22, 2021. The Company began trading under the new trading symbol “CHMX” on July 30, 2021.

The Company’s principal address is at 9101 West Alta Drive, Suite 202, Las Vegas, Nevada. The Company currently conducts its principal development work in India.

The Company has adopted a December 31 fiscal year end.

Overview of the Business

The principal product of the business is an integrated system for extracting ionic materials from solutions.

While there are many systems that can be used to extract and separate materials, there is considerable difficulty in operating a continuous process to extract very low concentrations of ions while remaining less harmful to the environment and low cost. Most systems have difficulty in extracting ions present in low concentrations and are unable to extract a meaningful percentage of the targeted ions, necessarily leaving some of the desired ions behind. Many systems are often unable to remove only one targeted ion. The Company’s system is innovative technology: “iTDE”. Our iTDE Technology can remove many specifically targeted ions in a manner that leaves them with high purity and concentrates of ions extracted from input liquids with low concentrations of ions

While the iTDE technology the final product uses a combination of extraction techniques, beginning with a standard filtration system to remove solid contaminants from the input liquid feedstock. Some elements can be eliminated by applying a cost-effective method that separates ions found in higher concentrations. Afterward, the iTDE Technology is used to extract the target ions present at lower concentrations. The combination of different processes is used to reduce costs and to improve reliability and extraction rates.

For each specific liquid feedstock, we design and evaluate an extraction system to perform for a specific customer’s feedstock. We are now completing a pilot plant system which is composed of a combination of processes, all of which contribute to the direct extraction process. The Complex Processing Ion-Targeting Direct Extraction System (CPiTDE System) is currently being refined to enhance efficiency and lower expenses. The result will allow our Company to assess system extraction performance and to evaluate a potential customer’s actual liquid feedstock to confirm our commercial potential. CPiTDE is intended to continuously extract selected components from liquid solutions like brines, leach liquors, oils, or polluted water.

iTDE Technology: a disruptive advance in sustainable ion extraction techniques

At the heart of our extraction process is the iTDE Technology, the essential intellectual property component of the CPiTDE System and the principal asset of the business (“iTDE System Component”). It enables the design of a versatile ion extraction system using a cascade of different processes implemented to increase efficiency and reduce costs. Following the initial processing of a liquid feedstock, the iTDE System Component operates at the final stage to extract specifically targeting ions existing in smaller quantities.

Based on a unique observation of biological processes occurring in living organisms, our iTDE Technology operates by passing the liquid containing the desired ions through a circuit of very-high surface-area hollow fiber membranes. The specific ions are drawn across these membranes without requiring high pressure, elevated temperatures, or electrolysis. During this process, specific ions are drawn through the membrane and collected method referred to as “ion-harvesting”. The iTDE System Component, which mimics the chemistry of biological processes, operates at standard temperature and pressure.

Nature has evolved very efficient processes to extract ions from solutions and much higher life biology is based on these principles. By mimicking this, our iTDE System Component is effective and efficient without using high pressures or elevated temperatures. This new commercial approach to extraction technique harnesses principles as old as nature herself. The iTDE Technology has now proven its ability to extract a large array of different ions present in low concentrations in liquid solutions as one could expect from studying natural processes.

Due to its operational methodology, the CPiTDE System extracts continuously, without the need for a first evaporation stage, targeting ions directly from the fluid flow. The overall system avoids the need for electrolysis, absorption, or reverse osmosis processes. Consequently, it is expected to consume less energy than existing market options and has the flexibility to recover various valuable substances from brines, leach liquors, oils, and polluted water. The CPiTDE System should not leave a difficult contaminated residue that may be difficult to deal with environmentally. The result is that the system should generate less damaging waste than alternatives and is usefully deployed in areas where water resources are precious.

The CPiTDE System will be launched as a modular platform that can be easily expanded by adding extra modules, making it cost-effective and adaptable. Land is used solely for system installation, storage tanks, and collection facilities. After the modules are deployed, system operations are expected to cause minimal or no permanent environmental harm.

The Company plans to deliver the initial CPiTDE systems to market in units based on the geometry of a 40’ sized container, configured as part of a larger system. The Company is unaware of any similar process and believes its planned CPiTDE System to be unique in its advantages for certain ion extractions.

The Commercialization Process

In general, the process of commercialization of any physically embodied novel technology from its theoretical proposal to its successful commercialization follows a broadly similar course. This can be described as follows:

These five technology commercialization stages outlined above are broadly generic but do also apply specifically to the Company’s business.

While at present the Company has no revenues and therefore requires investment to follow the process of working towards Full Commercial Deployment of the CPiTDE System, the Company has been slowly advancing towards its business goals, and following the technology commercialization plan outlined above. The current principal goal is deployment of a viable product that embodies the iTDE Technology in the newly conceived CPiTDE System intended for potential customers. During fiscal 2024, the Company made considerable progress in the design of the System. Considering the above outlined technology commercialization process, Management considers that the Company is in the pilot technology testing phase and hopes to move towards testing brine samples from actual salars in 2026 using specific feedstock samples. Subsequently, the deployment of the CPiTDE System is in conjunction with one or more Partners within fiscal 2027.

The Company’s progress towards Market Readiness

It is always difficult to identify exactly where any technology is along the path to its commercialization and how soon it will be ready for commercial deployment. Throughout fiscal year 2024, the focus has been not only on the design and construction of a controlled pilot system consistent with the needs of the pilot testing phase but also looking at the development of specific components for the system and consideration of supply and production issues. Since 2023, the Company has shifted its primary development operations from the United States to India, where it now manages multiple programs overseen by a local research director. Most development has centered around the consideration of specific engineering issues in relation to iTDE Technology, but the Company has also begun looking at combining different extraction techniques with a view to improving efficiency and lowering operational costs. Primarily using consultants and contractors, the work has progressed. At present, the Company has built one line of the pilot system and will resume construction when a definitive feed stock comes available in form of a contract.

The principal focus of the commercialization effort remains the extraction of Lithium and metal ions from brines and geothermal sources as well as liquors from leached mined ores.

In the design of our lithium extraction process, we have developed a system for the extraction of the many valuable naturally occurring additional ions present in lithium-containing solutions. We think that by separately extracting various elements, we could generate extra revenue or help the environment by cutting down on the ions that need to be removed before collecting the target ions. The resulting process should generate a more cost-effective lithium extraction by enabling the sale of other valuable materials, with minimal disruption to the environment.

In recent years there has developed considerable concern regarding the environmental effects of commercially deployed methods of lithium extraction, in particular the South American region known as the “Lithium Triangle”, where scarce water resources are lost to evaporation, and toxic concentrations in evaporation ponds have a profound impact on the environment, particularly the fauna. By using the CPiTDE System, we believe that most of the brine water resources can be either be returned to the underground brine reserves from which they were drawn so that the long-term disruptive footprint of the process will be minimal or potentially used in human activities such as farming or social development needs.

On October 24, 2024, the Company awarded a Research Grant (“October Research Grant”) to the Department of Chemical Engineering of the ‘BITS Pilani K K Birla Goa Campus’, an Indian Campus of Birla Institute of Technology and Sciences, based in South Goa, India (“BITS”) for the “Development of Next-Generation Energy Technologies”. The work to be conducted by BITS includes development of new membranes and manufacturing equipment for the same, as well as other environmental technologies and certain specific software. Under the terms of the grant, a total of $339,657 is pledged for the work with the bulk payable between the last Quarter of fiscal 2024 and the second quarter of 2027. The initial payment of $41,754 was made in December 2024. The additional payments required have not been paid and the Company is currently discussing the use of proceeds for the second payment and the Company anticipates making the payment by April 30, 2026.

On December 7, 2024, the Company signed a ‘Sponsored Research Agreement” with BITS setting out the cooperation between BITS and the Company in relation to work to be conducted under the October Research Grant.

On the date of this filing the technology is in a holding pattern as the company needs additional funding to advance the technology.

The company has not advanced the “Sponsored Research Agreement” and continues to search for financing to continue progress on our pilot plant as well as membrane manufacturing.

Long Term Prospects and Market Potential.

The iTDE Technology has a wide field of potential future applications. In addition to lithium extraction, the system can; extract fatty acids from vegetable oils to create a superior refining process that does not produce certain toxic waste generated by the currently deployed process; extract radioactive ions from nuclear waste waters; extract specific metal ions from mining leach solutions and waste effluents; in recycling; and could remove ions from seawater for desalination, among other things. Although the Company began some work on these applications prior to suspending activities in early 2022 to prioritize lithium, their full potential remains largely unexplored. The Company has adopted the following prioritization of its product development strategy for iTDE Technology incorporating the following order of priority (all dates are estimates):

Extraction of Other High Value Minerals.

During 2024, the Company began negotiations with a group based in the United Kingdom regarding lithium extraction. During negotiations, the deposit was considered less significant as a possible source of lithium and became more notable for its potential to yield other valuable metal ions. Without reducing focus on its lithium targets, the Company began planning for early deployment of a system that would enable economic extraction of these valuable elements. To date this project is on hold and don’t anticipate any further negotiations near term in 2026.

Low Pressure Water Purification and Desalination.

Following the move by the Company of most of its development work to India, the local staff have stressed the importance and benefit of water purification. As a result, the Company is re-evaluating its prioritization of this potential for technology.

Vegetable Oil Refining.

Feasibility tests on extracting fatty acids from vegetable oils took place during the final four months of 2021. This included the removal of various glycerides present in biodiesels which are usually difficult to remove. The testing showed initial promise. The Company anticipates that its solution will be significantly less environmentally unfriendly and more efficient than current methods and expects the CPiTDE System to reduce production costs. A significant portion of this project took place in Ukraine, but the program was halted in early 2022 following Russia’s invasion of Ukraine.

Removal of Radioactive Contamination:

In 2021, Ukraine hosted discussions about securing materials at a controlled site to examine how radioactive ions stored as liquids could be extracted from nuclear power plants. The plan was disrupted at the beginning of 2022 due to the invasion of Ukraine by Russian forces, however, since the last quarter of 2022, the Company has been exploring the possibility of reopening its cooperation with key Ukrainian Institutes that are still functioning. Management sees it as important to support its associates in these trying times. Every effort will be made to consolidate any development results outside Ukraine to minimize further disruption.

Creation of the Partnership Company with Clontarf Energy plc

On February 21, 2024, the Company formed the certain partnership company as a Nevada LLC as required in accordance with the Partnership Agreement signed March 27, 2023, between the Company and the UK AIM listed company Clontarf Energy plc (“Clontarf”). The new LLC is the 50:50 joint venture between the Company and Clontarf that will be the vehicle for the proposed deployment of the Company’s iTDE Technology in Bolivia. To date a principal agreement is in place, however no formation or formal operations have yet commenced.

On March 4, 2024, Clontarf submitted the qualification materials for the partnership to the “Pública Nacional Estratégica Yacimientos de Litio Bolivianos” (the ‘National Strategic Public Company of Bolivian Lithium Deposits’ or “YLB”) in relation to the Call for Bids (“convocatoria”) for the seven priority salares (salt pans) in Southern Bolivia. Under the Partnership Agreement it is Clontarf’s responsibility to submit such bids on behalf of the partnership LLC.

On May 14, 2024, the YLB confirmed Clontarf in the partnership with the Company as one of the twenty-one approved companies moving into phase three of the ‘convocatoria’ process, which consists of five phases. While phase two focused extensively on evaluating state-of-the-art lithium extraction technologies, particularly emerging direct lithium extraction methods, phase three will involve assessing the financial capacity of the partnership with Clontarf. In this respect, Clontarf, responding to a recommendation of the European Commission, announced it had expanded its ‘Team Europe’ partnership to include financing and offtake partners representing key OEM manufacturers in the German Mittelstand.

Following Phase 3, the remaining two planned phases of the ‘convocatoria’ process are: Phase 4, wherein a detailed assessment will be carried out by YLB of extraction technology maturity and financial capacity; and finally, in Phase 5 the negotiation and signing of contracts will take place, for an initial exploitation phase. Some uncertainty persists because the Bolivian Lithium Law from 2017 is rumored to be updated soon. The news form the Bolivian government in 2026 has indicated a possible package of reforms to the National Assembly to encourage foreign investment including an amendment to the mining law. The company continues to monitor the situation and realizes its speculation until new legislation is passed

The ‘convocatoria’ process will classify bids into ‘streams’ or categories dependent on readiness. Stream 1 comprises bids with existing operating direct lithium extraction (“DLE”) plants. Three Chinese companies, and one Italian water purification company qualify for this category. The Company believes its CPiTDE system will fall into this category, as stream 2 technology. This encompasses plants ready for production testing in 2025. Streams 3 and 4 comprise immature DLE technology or that still are under development and laboratory-stage processes, respectively.

The Company expects to complete testing on actual brine samples from more than one of the brine sites in Bolivia using the CPiTDE Pilot System during fiscal year 2026 if our Bolivian partner can get government permission to extract and send samples to India.

Human Resources

Essential to the success of the commercialization process is the hiring and retention of a successful management and operations team. The core team remains small but dedicated. Throughout 2024, lack of funding has remained a problem for expansion, however, the use of consultants and contractors in India has enabled the Company to pursue its engineering goals on limited resources. After the pilot plant is finished, the Company is expected to expand its team of full-time engineers and researchers. It is expected that much of this expansion, and the opening of Offices will initially be focused on expanding the Indian operations. The current team of consultants in India managing the controlled pilot system design and construction may be brought on full time.

Employees

As of December 31, 2024, the Company had five full-time employees working in four different countries and several critical consultants working part time. In January 2024, one senior employee, Mr. Majendie, resigned as the Corporate Secretary and as an employee of the Company. However, he has agreed to continue as a consultant to provide support in matters which were his responsibility while an employee, to enable the Company to continue to use his expertise when required. On the date of this filing there is currently one full time employee and four consultants.

Workplace Practices and Policies – Inclusion and Diversity

The Company is a small corporation with a small budget with a difficult path to the commercializfull-timeinnovative technology that requires tight control of resources and a clear focus on the achievement of goals. For this reason, the Company favors the hiring of expert personnel to fill the small number of roles that require a particular and definite expertise. The Company is an equal opportunity employer and seeks a diverse corporate culture that can only be achieved by a commitment to inclusion and diversity among employees at all levels. In addition, the Company is committed to providing a workplace free of harassment, prejudice, or discrimination. The Company will work to ensure representation of its employees at every level, fostering an inclusive culture, supporting equitable pay and access to opportunity for all employees.

The Company remains committed to its vision to build and sustain a more inclusive workforce that is representative of the communities it serves. At the present time, although small, the Company retains employees and consultants of five different nationalities resident on three different continents with a majority outside the US.

Compensation and Benefits

The Company believes that compensation should be competitive and equitable and should enable employees to share in the Company’s success. The Company recognizes its people are most likely to thrive when they have the resources to meet their needs and the time and support to succeed in their professional and personal lives. At present the Company has accumulated a significant debt towards its senior employees at the Director, Officer and Vice President level for salaries unpaid as well as to key consultants. This deferral of payment, agreed with the relevant staff, was done to build the business in the lack of financing.

Notwithstanding the need to pay its employees properly, in view of the financial circumstances of the Company, on February 29, 2024, seven senior employees and consultants of the Company who were owed a total of $2.38 million on that date, agreed to defer payment by the Company of outstanding amounts owing to them on certain modified terms (“Debt Extension Agreements”). The Debt Extension Agreements replaced previously signed agreements relating to debt deferral and remuneration and were signed to cover all debts owing from time to time to the seven employees and consultants of the Company that were : (i) legitimately incurred unpaid contractual pay (ii) existing debts agreed and already deferred; (iii) advances made by the employee or consultant to the Company that are recorded on the books of the Company; (iv) any portion of employee’s or consultant’s agreed future pay that will not be paid in a timely fashion being accumulated as a debt in accordance with the terms of the Debt Extension Agreement.

The Debt Extension Agreements set out the terms under which the seven employees and consultants would receive their past indebtedness as well as how future pay is to be paid. The Debt Extension Agreements also grant the right for each signatory to convert all or a portion of the Indebtedness and Penalty Interest to shares of common stock of the Company at any time at the lower of (i) the price which is five percent (5%) lower than the average trading price of the five business trading days immediately preceding the date of the election, or (ii), if the Company is in the process of raising finance and has made an offering to the public by reporting the offering to the Securities Exchange Commission (“SEC”), at the price that is five percent (5%) lower than the price recorded in such reported offering provided such offering shall have been active at any time during the previous quarter.

Management has made the determination that any possible future employee and consultant indebtedness conversion would not be considered for a price lower than $1.25 which is the conversion price of the company’s convertible debt holders. The Company will continue to evaluate the feature for changes in circumstances that could impact the ASC 815 analysis.

The indebtedness of the Company to the signatories of the Debt Extension Agreements shall be accelerated and become immediately due and payable in the event that the Company shall fail: (i) (a) to achieve an annual EBITDA of $5 million per annum, or, (b) to achieve a quarterly income figure of $12 million, or, (c) to declare the Indebtedness due, on or before February 28, 2027; or (ii) to pay the monthly remuneration agreed in the Agreement within 11 days of the month end in which the remuneration was incurred.

Notwithstanding the above, the Indebtedness shall become due on the fifth anniversary of the Debt Extension Agreements execution, being March 1, 2029.

By signature of an addendum with each of the signatories of the Debt Extension Agreements on July 1, 2024, the said agreements shall only enter into force on the first date following May 30, 2025 on which the total debt of the Company outstanding to any listed shareholders of NCX who are not employees of NCX has been either converted to shares of common stock of NCX, or paid in full, or forgiven; if this suspensive condition is not realized on or before May 30, 2025, each of the Debt Extension Agreements shall become void and cease to have effect.

As of December 31, 2024, none of these Debt Extension Agreements had entered into force, however the Company was abiding by the terms of the said agreements.

During fiscal year 2025, the Company anticipates granting its employees around the world a wide variety of benefits in compensation for their support. In addition, to benefit the intellectual and technological base of the business of the Company, we anticipate investing in tools and resources that support employees’ individual growth and development.The company as of the date of this filing has not implemented benefits for any employees.

Employee Engagement

The Company believes that open and honest communication among team members, managers and leaders helps create an open, collaborative work environment where everyone can contribute, grow, and succeed. Team members are encouraged to address their managers with questions, feedback or concerns. The Company conducts surveys that gauge employee sentiment in areas like career development, manager performance, and inclusivity.

Health and Safety

The Company is committed to protecting its team members everywhere it operates. The Company identifies potential workplace and country risks to develop measures to mitigate hazards. As a result of the recent conflict in Ukraine, the Company immediately relocated its employees who were residing there into Europe and is maintaining such residences until such employees can relocate back to Ukraine. The Company supports all employees with general safety and security training as well as offering regular advice.

Operating Offices

The Company currently owns no real estate.

During fiscal year 2024, the Company’s employees were working from home in various districts.

Management currently has no plans to open offices in the United States. The Company currently operates from virtual offices located in Nevada and has no representations or offices in any other State. The controlled pilot plant will first be set up in India, where sample brines will be processed. The production plant location remains undecided. Currently the company plans to resume testing of synthetic brines in the fourth quarter of 2026 and is also currently designing a second pilot plant using a proprietary technology with the goal of extracting bivalents at a cheaper cost. The construction and testing of this new technology we anticipate in late fourth quarter 2026 into first quarter 2027.

Intellectual Property Protection

The Company is pursuing an intellectual property protection strategy to protect its core technology in several important countries. The Company continues to work with the Navitas Intellectual Property Group LLC of Denver, Colorado for its international intellectual property requirements. This group is headed by Michael D. McIntosh and David F. Dockery, both highly specialized chemical processing and material science patent attorneys. Navitas works with the Company’s management to identify regions of the world to pursue desired protection. In 2021 the Company filed for patent protection for novel aspects of its ion recovery developments, including lithium recovery. These applications remain pending in the United States, Argentina, Bolivia, Chile and the Democratic Republic of the Congo (DRC). An additional patent application is pending in the United States dealing with biodiesel purification. The Company is also focusing on novel membrane characteristics, production and uses.

Initial Target Markets and Planned Distribution Strategies

During fiscal year 2024, the Company continued to focus on the market for the extraction of Lithium with particular emphasis on the Bolivian market. The signature of the Partnership Agreement to enter the Bolivian market is a key part of this strategy.

The Company plans to deploy its CPiTDE System units with customers that have the necessary facilities to accommodate such units. The anticipated way the Company plans to deploy its CPiTDE Systems is under a tolling arrangement whereby the tolling fee will cover the ongoing costs for maintenance of the extraction process and upside for the Company. Throughout the lithium source’s operational period, the Company will oversee and adjust the equipment as necessary, performing recalibrations and upgrades to uphold efficiency and extraction capabilities. This is critical as the nature and composition of any brine may change over time, even from the same deposit, and this can potentially affect the extraction process requiring adjustments to configuration where necessary.

The Company plans to control the production, delivery, maintenance, and operation of the CPiTDE System units directly, but plans to establish an engineering subsidiary (“NCX International”) that will collaborate with partners to construct processing plants that would incorporate CPiTDE System processing units. NCX International may additionally negotiate ventures and participate in the development of projects as required.

Competition

Several Direct Lithium Extraction (DLE) technologies are currently being developed and proposed, frequently in connection with lithium brine mining companies. The primary reason for this focus is the increasing environmental concerns present in the traditional evaporation ponds being used today. The other reason is that new potential lithium brine deposits with very low concentration of lithium ions in North America and elsewhere, do not have suitable locations for feasible traditional extraction operations.

Technological landscape.

The main technologies used in DLE can be described as either individual systems or combinations of these methods.

● Ion exchange resins or solvent extraction technologies: These involve selective absorption of Lithium ions using specifically designed resins in columns being loaded with Lithium and then unloaded using certain reagents. Also, liquid ion exchange solvents can separate the Lithium ions into stirred mixer/settler tanks. After Lithium is exchanged, a batch process using acids flushes the system to recover the absorbed Lithium.

● Absorption chemical technologies: Where certain chemical absorbents are used to absorb the Lithium ions, Ion exchange resins, or solvent extraction technologies: These involve selective absorption of Lithium ions on resins (especially designed for specific ions) using columns

● Membrane based technologies: These involve Metal Organic Frameworks (MOFs) or crown ethers, which allow specific transport of ions through them.

● Combination of absorption and membrane-based technologies: These involve absorption of Lithium from brines preceded by membrane-based filtration and/or separation from other ions (typically a Reverse Osmosis process) for the Lithium ions.

These technologies have their own set of advantages as well as challenges. Resin-based systems encounter issues with selective ion exchange and competition from other ions. Membrane based technologies using sophisticated and exotic materials which have the challenge of scalability, whereas Reverse Osmosis based systems have high operating pressures and are energy intensive. Liquid extraction technologies have high chemical footprints and require manufacturing of costly chelating solvents at large scale.

Significant Competitors.

Specific companies that have published information or strategic affiliations with lithium brine mining companies are as follows:

Our iTDE technology is not related to any of these technologies. We believe our system is inherently more energy efficient and more environmentally friendly than all other currently known or proposed extraction systems.

Assessing real competition can be challenging with new disruptive technology. Given the importance of the Bolivian market, the Company expects to better identify its true competition because of the ongoing assessments being made in the ‘convocatoria’ (see the above section on the ‘Creation of the Partnership Company with Clontarf Energy plc’ for the Bolivian market).

Future Production

Due to the novelty of the technology and the need to finalize the testing of potential customers specific liquid feedstock, the Company plans to organize production of its extraction units in two principal phases: (i) initial launch production; followed by (ii) commercial production. There are 2 primary reasons for this staged introduction: firstly it is anticipated that initial demand for deployed units will be lower, as it requires early adopters and companies not already fully committed to other extraction methods; and second, it is anticipated that the process of designing an efficient production, properly levelled and incorporating the best efficiency techniques related to the specifics of the new system production, will only be finished following the introduction of any required changes to the initial production facility.

Company Funding

During fiscal year 2024, the Company has been operating with insufficient funding that has affected its progress towards the commercialization of its technology. This lack of operating capital has resulted in the management team deferring the payment of certain management salaries and there being inadequate resources to pursue the opportunity presented by the iTDE Technology at optimal speed.

In spite of difficulties in securing financing for what Management considers an optimal level of operations, the Company received a total of $1,605,004 from two shareholders in loans and convertible debt during fiscal 2024, and $174,004 of this amount relates to the settlement of a 2023 note payable that occurred during 2024, whereby the outstanding principal, accrued interest, and accrued expenses were consolidated into a new convertible note. No cash proceeds were received by the Company as part of this transaction. This settlement represents a non-cash debt settlement rather than new financing proceeds received during 2024.

well as support from employees and consultants worth $2,819,644 resulting from the deferral of payments due to them.

Below is an overview of the Company’s financing status for fiscal year 2024:

Finance from the Series “F” Convertible Promissory Notes

During fiscal 2024, the Company issued a total of 20 Series “F” convertible promissory notes with aggregate amount of $1,585,004. This debt will mature in twenty-four months from issuance, if not converted into shares of common stock of the Company at $1.25 per share.

These notes will fall due between July 16, 2026, and February 9, 2027. Each of these notes pays 10% interest per annum due at maturity. In 2026 a total of nine convertible loans have been extended to December 31, 2026. The total principal amount extended was $750,0000.

As of fiscal year end, the Company recognized interest expense on its Series “F” convertible promissory notes of $87,878.

Finance Loan Agreements – Non-Related Party Shareholders

Certain shareholders have continued to support the Company by both rescheduling existing debt and providing additional debt funding throughout fiscal 2024. The Company may continue to rely on such support until such time that the Company can generate sufficient income from operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment to this continued support.

At the commencement of fiscal 2024, the Company had a total of $945,000 in loans from two non-related party shareholders outstanding. All such loans pay interest at 10% per annum due at maturity. An aggregate total of $945,000 fell due during fiscal 2024 in accordance with the terms of such loans, one loan was converted into a convertible loan with aggregate amount of $120,000. All debts falling due in 2024 were extended.

During fiscal year 2024, the Company contracted new loans with two third-party shareholders with a total aggregate amount of $20,000, each paying 10% interest per annum at maturity. The maturity of each of these loans is for one year and extended beyond year 2025.

As of fiscal year end, the Company recognized interest expense on its loans of $98,822.

As of fiscal year-end 2024, the Company recognized a total interest expense on its outstanding Convertible Notes and other loans of $186,700.

Other receivables

As of December 31, 2024, the Company had the following receivables:

From certain lawyers, funds held in escrow in relation to certain funding opportunities, a total of $70,000. If the Company does not receive funding by June 30, 2025, these funds must be returned. To date the Company has applied three legal invoices for service(s) for a total of $10,800. Invoices dated December 30, 2025, March 31, 2026 and June 30, 2026 which are applied to the escrow balance. As of the date of this filing the outstanding escrow balance is $59,200.

The Company invested $496,025 in a third-party technology and management firm, earning interest at an annual rate of 10%. As of December 31, 2024, total amount and interest is $523,102. These receivables as of the date of this filing are deemed uncollectable on year end 2024 10K/A financials

Certain Risks and Uncertainties Facing the Company

No Revenues:

Since the changes to the business that resulted from April 27, 2021, Asset Purchase Agreement, the Company has received no revenues.

As an early-stage company, the Company expects to experience losses in the near term. The Company needs to generate revenue or locate additional financing to continue its developmental plans. There is no guarantee that the Company will be able to identify enough customers to generate enough revenues to continue operations or proceed with developing its business in accordance with its business plan.

One of the biggest challenges facing the Company will be in securing adequate capital to fund its projects, including securing adequate capital to pay for operations, and hiring service providers. Secondarily, a major challenge will be implementing effective sales and marketing strategies to reach the intended end customers. The Company has considered and devised its initial sales, marketing, and advertising strategy; however, the Company will need to skillfully implement this strategy to achieve success in its business.

Requirement to raise funding inhibited by current Debt:

The Company has contracted significant debt from the rescheduling of payments to employees and consultants as well as from financing provided by certain non-related shareholders that have funded operations through loans and convertible loans. As of December 31, 2024, the Company owed employees and consultants a total of $2,212,744, a further $606,900 to certain third-party professionals (of which $545,000 was to a single consultant) and an additional $2,430,004 to shareholders. The company’s ability to continue rescheduling its debt relies largely on converting or repaying shareholder debt, as the agreements to postpone payments to employees, professionals, and consultants depend on this outcome. The Company Management believes that shareholders are open to such restructuring if third party funding becomes available on the right terms. Without a restructuring of this debt, however, it is unlikely that the Company can attract investment from third parties to complete its business plan. If restructuring does not occur, the Company will have to depend entirely on shareholders for timely funding, and employees and consultants will need to postpone payments of their debts until substantial profits are achieved.

Human Capital Resources:

The area of development of the iTDE Technology and the design of the CPiTDE System is novel and highly specialized both in its process and in the construction of machinery and equipment necessary to commercialize the technology. There are a limited number of experts that can understand or work in the field. Many of these experts live outside the US and will need visas to begin working with the Company there. There is no guarantee that the Company can find adequate numbers of such personnel, attract them to work for the Company, secure their right to work in the US at the Company’s offices or retain them. During fiscal 2024, the Company has concentrated on the organization of such personnel outside the United States, however there is no guarantee that the Company can retain such personnel or integrate them properly into the organizational structure of the Company. This may present not only a loss of efficiency but potentially cause operational difficulties leading to loss of information or expertise. This may inhibit the growth of the Company. As we progress into fiscal year 2025, more staff will need to be hired to finish commercializing the CPiTDE System. Currently in the third quarter of 2026 the company has not hired any additional staff and doesn’t plan on hiring additional employees until first quarter of 2027. Even if such personnel are more readily available, there is no guarantee that the Company will be able to secure sufficient, appropriate, necessary expertise to pursue its goals. While the Company is too young to see what impact the COVID-19 pandemic could have had on its business operations, it is anticipated that there will be other pandemics of a similar nature or with a similar disruptive effect. The advent of one or more such crises and the resulting lockdowns or trade and travel restrictions may have a serious effect on the business, more so since the Company is launching its commercialization and the path to profitability must be entirely negotiated, with the creation of production facilities, organization of supply lines and distribution and securing of regular business. In the event of another pandemic or similar disruption, the Company may be worse affected than established businesses.

Environmental:

Management believes that the CPiTDE System is a clean technology and expects it to be more environmentally friendly than existing market alternatives. There may be certain issues with regards to the way the technology is deployed or the disposal and recycling to the final units that is not yet known that may have an adverse impact on the environment and this may conflict with or cause legislative changes that inhibit the way the Company intends to carry out its business or to sell its products. In addition, the units will use certain materials, including plastic materials, which are currently the subject of legislative efforts to reduce, eliminate or require recycled material use; it is unlikely that the company can use recycled materials or substitute certain elements of its technology with alternative materials, without incurring considerable expense and time and this may have an adverse effect on the business.

Cybersecurity:

There is a general increase in cybersecurity incidents and data misuse, exacerbated by the political situation of Russia and the geopolitical strategy and attitude of Russia and China as well as an increase in purely criminal behavior and activist disruption. This is further influenced by a technologically skilled society that feels disconnected and disillusioned, often causing disruption simply for the sake of it. As a Company with innovative technology, the Company may be a significant target of attack by competitors, foreign governments and other interested and malicious parties. As the knowledge of the potential impact of Company’s iTDE Technology becomes more widely known there is a significant risk of an attempt to gain access to the Company’s confidential information that could potentially result in a loss of markets and control over the commercialization process. Such a loss might potentially cripple the Company’s ability to continue its business in the way it plans.

Material Sources and Supply Chain Disruptions:

At present the Company is still finalizing the development of its CPiTDE System and while it is difficult to assess the final supply chain and material resourcing, the inability to source materials or to manufacture components may force the Company to design its system regarding supply chain issues rather than full optimization. After supply chains have been set up, events such as wars, embargoes, pandemics, or natural disasters can disrupt production and negatively impact the Company’s ability to manufacture enough.

Regulatory Issues:

The different potential areas of application for iTDE Technology are diverse. Some fields of application have a more controlling regulatory environment than others. Countries that mine lithium are increasingly regulating its extraction. The main factor is the enormous disruption of water resources and environmental hazard. Changes to regulations may make the introduction of a innovative technology more difficult by creating additional barriers. The same applies in the field of the refining of oils for human consumption. The heavy regulatory environment may delay the introduction of the CPiTDE System. Changes and potential changes in laws, regulations, policies, and political leadership may result in increased difficulties in bringing the iTDE Technology to market.

Possible Future Pandemic; COVID-19.

In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to several other countries. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. Many countries, such as the United States, imposed travel restrictions. These actions led to a restriction on the flow of labor and products as well as impeding the travel of personnel. This virus is mutating, and the effect of such mutation may cause further outbreaks that may impact on our ability to conduct normal business operations, which could adversely affect the commercialization of the System and affect our projected future results of operations and liquidity. Disruptions to our business operations, or to our vendors’ or customers’ business operations, could include disruptions from the closure of facilities or the ability to travel. If a critical number of our employees or consultants become too ill to work, or we cannot access sufficient human resources due to enforced office closures, our ability to conduct our business could be materially adversely affected in a rapid manner. Similarly, if our customers experience adverse business consequences due to COVID-19, or any other pandemic, demand for our services could also materially affect our business. Global health concerns, such as COVID-19, could also result in social, economic, and labor instability in the countries and localities in which we or our vendors and customers operate. Any of these uncertainties could have a material adverse effect on our business, financial condition, or results of operations. The World Health Organization and other experts in the field have signaled the likelihood of similar pandemics affecting the world in the future. They may lead to disruption like, worse or less damaging than the COVID pandemic. If a pandemic were to happen, it could significantly disrupt the Company’s operations.

Operations in India

Focusing operations in India exposes the Company to risks from the local business environment and geopolitical factors. It will be necessary for the Company to enter into agreements and partnerships with local companies both as regards to the design and construction of its pilot plants as well as for development work. Indian companies in general have elevated levels of corporate debt and non-performing loans (NPLs). There also can be a significant lack of adequate infrastructure to support operations. The prevalence of poverty, inequality, and informal markets creates operational difficulties, compelling the company to modify its business strategies and address distinct security issues. There is no guarantee that the Company will adapt in a timely fashion to prevent damage to its business or reputation. There are significantly elevated levels of bureaucratic red tape with the potential to delay or damage the Company’s progress, and an inefficient justice system may not adequately redress issues that arise from the bureaucracy or from the enforcement of general business interests. There is a heightened geopolitical risk of conflict and military confrontation with both China and Pakistan as well as internal issues in the north of India in Jammu and Kashmir. In addition, heightened communal tensions not only between Hindus and Muslims but also with Christian and other minorities may cause disruption to business. In general, a large dependence on agriculture and the agrarian economy, climate change risks may have an exacerbated effect on social and economic stability that may affect the Company’s Indian operations. Starting operations in a new district involves a learning curve to address country-specific risks and help Management identify and disclose these risks effectively. General reporting of risks does not always address specific regional and business risks that may arise and as such the company’s ability to understand, report, prevent and manage such risks, which will be dependent on Management consolidating its position and control over operations. This may not always be adequate.

Impact of Events in Ukraine and the Middle East

Events in Ukraine have affected the Company’s business plan although the Company has been able to adjust by moving to India. During fiscal year 2024, the Company maintained a home office in Kyiv staffed by one individual to maintain its presence and to show support for the Ukrainian people in their difficulty as well as to support certain consultant scientists. However, due to the war bringing disruption, the now frequent attacks on infrastructure with the resulting loss of power, water and supplies, it is unclear when the work planned there can be recommended. Despite the difficulties, the Company is committed to the support of all communities where it has a presence, including Ukraine and its people. The Company has pledged to return to Ukraine as soon as the political and economic situation allows. Although the Company’s return to Ukraine depends on favorable political and economic conditions, there remains a risk that future work could be interrupted if circumstances worsen or incidents like the Russian invasion happen again. This may once again impact on the Company’s plans, leading to delays in achieving the goals under such plans.

Events in the Middle East have not had any significant or direct effect on the Company’s current business plan.

Competition

The Company faces strong competition in its core business in extracting rare earth elements due to the world’s shortage and increased demand, primarily from firms that have more capital resources. Many of these entities will have significantly greater experience, resources, and managerial capabilities than the Company and will therefore be in a better position than the Company to obtain access to attractive business opportunities. The actions of these companies to exclude or interfere with the Company’s Business may have an adverse effect on the Business.

Available Information

The Company’s Annual Reports on Form 10-K/A, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the U.S. Securities and Exchange Commission (the “SEC”). Such reports and other information filed by the Company with the SEC are available on the SEC’s website associated with the Company’s trading symbol ‘CHMX’ and additionally free of charge at www.next-chemx.com/investor-information/corporate-documents/ for reports made since April 26, 2021. The Company periodically provides certain other information for investors on its corporate website, www.next-chemx.com. This includes information regarding its technology, press releases and other information. The information contained on the websites referenced in this Form 10-K/A is not incorporated by reference into this filing. Further, the Company’s references to website URLs are intended to be inactive textual references only.

Shareholders and other interested persons should note that at the beginning of the second quarter 2024, the Company was made aware that its long standing auditors, BF Borgers CPA PC, had been denied the privilege of appearing or practicing before the Securities and Exchange Commission (the “SEC”) as an accountant. The Company appointed a new registered public accounting firm: Fruci & Associates II PLLC, Certified Public Accountants based in Spokane, Washington (“Fruci & Associates”) as its new Auditors on May 15, 2024. Fruci & Associates have since completed the reauditing of the Company’s 2023 financial statements incorporated into its Annual Report on Form 10-K/A filed with the SEC on April 302025. Fruci & Associates have also reviewed first quarter 2024 10-Q/A filed on June 30, 2025, second quarter 2024 10-Q/A filed on September 16, 2025, third quarter 2024 10-Q/A filed on November 18, 2025. This current year end 2024 10-K/A filing to amend the previous 2024 unaudited 10K filed on April 30, 2025.

ITEM 1A. RISK FACTORS

Smaller reporting companies are not required to provide the information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C CYBERSECURITY

Cybersecurity Risk Management and Strategy

The Company is committed to ensuring the highest standards of cybersecurity to protect our systems, networks, and data from cyber threats. We recognize the critical importance of safeguarding sensitive information and maintaining the trust of our customers, partners, and stakeholders.

Our cybersecurity strategy is built on a foundation of proactive risk management, continuous monitoring, and adherence to industry best practices. We employ a multi-layered approach which leverages cutting-edge technologies to defend against evolving cyber threats.

We have made significant investments in modernizing, streamlining, and simplifying our technology footprint to both enhance customer experience and strengthen our internal security controls.

From time-to-time, we may engage third-party consultants, legal advisors, and audit firms to evaluate and test the Company’s risk management systems and assess and remediate certain potential cybersecurity incidents, as appropriate. We prioritize the integrity of our data access controls to prevent unauthorized access, data breaches, and malicious activities. We regularly assess and enhance our cybersecurity posture through comprehensive risk assessments, security audits, and vulnerability assessments.

Governance

Cybersecurity is a shared responsibility requiring collaboration and cooperation across all levels of our organization.

The Company recognizes that cybersecurity is not solely a technology issue but also a people and process issue. We plan to invest in ongoing training and awareness programs to empower our team to recognize and respond to potential security threats effectively.

Cybersecurity threats are monitored and acted upon by the Company’s outsourced information technology security group. The executives meet periodically or as needed with third-party advisors to receive information on all cybersecurity initiatives or suggestions as well as all cybersecurity incidents, if any.

In the event of a cybersecurity incident, we have third-party consultants that could assist with incident response plans and protocols to minimize the impact and facilitate swift recovery. During the calendar year 2025, there have been no known reported cybersecurity incidents that have materially affected our operations or financial results.

We believe in transparency and open communication, promptly informing affected parties and relevant authorities as required by law. Together, we remain vigilant, adaptive, and resilient in the face of evolving cyber threats, safeguarding the trust and confidence of those we serve.

ITEM 2. PROPERTIES

As of December 31, 2024, the Company did not own any property. At present all employees are working from home.

ITEM 3. LEGAL PROCEEDINGS

Interference in the Company’s operations by a creditor of a shareholder of one of the Company’s shareholders

On April 26, 2024, Judge Elizabeth Leonard of the Midland County District Court in Midland, Texas entered a Third Turnover Order (the “Turnover Order”) requiring the Company to turn over 15,866,096 of its common shares, registered to a corporation with the same name as the Company (NEXT-ChemX Corporation) but registered in a different jurisdiction. Although the several Turnover Orders provided for the transfer of shares to Sparkie Properties L.L.C. (“Sparkie”) that is managed by Glenn A. Little, who was also appointed receiver of the privately held Texas corporation that owned the shares in the Nevada public company. The Third Turnover Order provided that the shares be turned over to “NEXT-ChemX Corporation”, a Texas corporation, Glenn A. Little, as Director and Receiver”.

This decree was issued, even though neither the privately held company, shareholder in the Company with the same name of ‘NEXT-ChemX Corporation’ but originally chartered in Texas, nor the Company itself was ever involved in the underlying lawsuit giving rise to said decree. The order arose from litigation in Sparkie Properties L.L.C. v. NextMetals Limited and Benton Wilcoxon, CV 58242, in the District Court of Midland County, Texas, 238^thJudicial District. The shares of the Company owned by the privately held Texas corporation, were alleged, erroneously, to belong to NextMetals Limited, a defendant in the litigation, rather than the actual equity owner of the shares, to wit, the aforementioned closely held private company.

In fact, NextMetals Limited, a Gibraltar corporation defendant in the litigation owns shares in the closely held private company that itself owns shares in the Company. Irrespective of that fact, Judge Leonard’s erroneous order mandated the seizure and transfer of the private company’s assets, including the shares the private company held in the Company, rather than the stock in the private company itself, which shares the same name as the Company, a Nevada public corporation.

The similarity of names between the Company and the private Texas corporation came about in 2021. At that time, the Company changed its business model and adopted the name of its principal shareholder that contributed the technology currently exploited by the Company. In exchange for an assignment of these novel and potentially disruptive technologies, the private Texas entity was awarded a controlling number of shares. These material facts were ignored by the Court. Moreover, when the private Texas Company whose assets were under threat of seizure and unquestioned transfer to the receiver, the Texas company petitioned the Court to be heard. The trial court judge, contrary to standard practice and tradition in Texas courts, refused to schedule a hearing to consider the merits of the Texas company’s written briefs and motion for oral argument and proceeded to enter a judgment, effectively depriving the private Texas company of its major asset.

In reality, the private company, the major shareholder of the Company, is owned by several individuals that were instrumental in the sale of the iTDE Technology to the Company. The actions of Sparkie were calculated to deprive those innocent third parties of the ownership of their interests. Management considers this not only to be a violation of the fundamental rights of individuals working to finalize the technology and to make the Company successful, but also a direct attempt to use the Texas courts erroneous decisions to launch a hostile takeover bid on the Company without due process, circumventing the usual protections afforded by the SEC.

When the Company received notice from its transfer agent, Empire Stock Transfer Inc. (“Empire”) of Henderson, Nevada that, irrespective of the ongoing appeal of the Turnover Order and the fact that the shares covered by the Turnover Order were not the property of Sparkie Properties, L.L.C., Empire nevertheless advised the Company that it intended to issue and transfer to the receiver the shares covered by the Turnover Order. The Company immediately terminated Empire as its transfer agent. This was done via an email and letter delivered on May 23, 2024, in which Empire acknowledged its receipt of the termination notice.

Although Empire no longer represented the Company, Empire promptly advised Sparkie Properties that it had cancelled the shares owned by NEXT-ChemX Corporation, the closely held private corporation and issued 15,866,096 common shares in the public company divided into two share certificates to NEXT-ChemX Corporation, a Texas corporation, Glenn A. Little, as Director and Receiver. This action, taken when Empire was no longer the transfer agent acting on behalf of the Company, is not therefore recognized by the Company and has not been entered into the Shareholders’ register currently held by the Company. On October 15, 2024, the Company received a statement of account alleging that the Company owes Empire money for its activities undertaken after termination of its services in respect of the handling of its shares. The Company intends to dispute such account and bring a complaint against Empire.

The aforementioned Turnover Order is not even a final order. It is the intention of Management to take action against Sparkie and its Director for disruption of its business, tortuous interference. To this end, the Company has retained counsel in Nevada and will commence litigation against those responsible during the first quarter of 2025. The Company’s Nevada counsel intends to file a complaint in the U.S. District Court for Nevada (Las Vegas Division) seeking damages and an immediate recission of the Turnover Order, alleging tortious interference with the right to contract, an unlawful taking of property without compensation, and material violations of various federal and state securities laws.

On or about April 06, 2026, NEXT-ChemX Corporation, Nevada (the “Company”) agreed to dismiss the following lawsuit previously filed on or about October 22, 2025, against Sparkie Properties LLC, Glenn A. Little, and Empire Stock Transfer Inc. Case Number A-25-931193-C.

The dismissal was filed in Las Vegas in the District Court for Clark County, Nevada.

On or about December 31, 2025, In the Texas Eleventh Court of Appeals, Trial Court Cause No. CV58242 Benton Wilcoxon, Appellant v. Sparkie Properties, LLC., Appellee. The Appeals Court rendered their opinion in favor of Sparkie Properties, LLC, the appeals court overruled both Benton Wilcoxon’s issues.On the date of this filing the Company is as plaintiff’ in the cause entitled NEXT-ChemX Corporation (NV) vs. Sparkie Properties LLC, Case No. A-25-931195-C, General District Court for Clark County, Nevada. The litigation was filed on October 22, 2025 and is still ongoing. This is the only litigation the company is involved with.

Threat of litigation

Following the announcement of the agreement with Clontarf Energy, the Company signed an agreement with Innovation News Network a marketing group located the UK that offered the Company a “last spot” in their quarterly publication. The decision was made to support our partner by publishing an article in their magazine, the fee was paid and the article printed.

Shortly after signing the agreement for one article, representatives from Innovation News Network called offering space for a second article in their dedicated “Lithium Publication” with a very tight deadline. The representatives stated that missing the tight deadline was not a problem as they would be publishing every quarter with some special supplements from time to time and we could avail ourselves of a later date.

The Company was unable to meet the deadline, and the article was not published. Innovation News Network pressed to receive funds, however, the Company took the position that we would pay only when seeing in what edition the new article would be published and when their agreed work was carried out. Innovation News Network has threatened the Company with litigation and appointed a collection agent to recover the funds. It is the Company’s position that funds are not owed given the verbal assurances of the sales representative and the pressure-selling tactics of Innovation News Network. Since November 2024 the Company has heard nothing further from either Innovation News Network or its agent. As of the date of this report the Company has heard nothing further.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Registrant’s Common Equity

The Company, then known as WeWin Group Corp became subject to Securities Exchange Act Reporting Requirements in April 2016. The symbol “WWIN” was initially assigned for its securities. On December 18, 2018, FINRA approved the change of the Company’s name from WeWin Group Corp to AllyMe Group, Inc. On July 23, 2021, in connection with the refocus of the Company’s business resulting from the acquisition of the iTDE Technology, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Nevada effecting a name change of the Company to NEXT-ChemX Corporation. The name change, along with the Amended Articles, became effective on July 28, 2021, following compliance with notification requirements of the FINRA. The trading symbol of the Company is CHMX.

There has never been any liquid market for or trading in our stock. Since April 27, 2021, and the changes in ownership of the Company’s shares, most of the stock has been restricted for sale, and this has inhibited the development of a liquid market for the Company’s stock. As a result of these events and the restrictions placed on the sale of stock, the market has recorded price changes since April 26, 2021 from $4.90 per share up to $70 per share and closing on December 31, 2024 at $3.91; during the same period, however, the Company was raising money by issuing convertible notes with a conversion price of $0.75 increasing in the fourth quarter 2021 to a $1.00 conversion. Fiscal year 2023 closed with a share price of $9 that had remained unchanged since July of that year and with no sales. In January 2024, a trading volume of only 100 shares reduced the price to $4.50 and the volume of 5,400 shares brought the price down to a close of $2.00 on April 22, 2024. Since reaching this low, the market for the Company’s stock has begun to see some limited liquidity on regular trading of small volume during the second and third quarters of 2024 with the price slowly increasing to $2.40 by the end of the second quarter. During the fourth Quarter of 2024, the price returned to $1.95 on volume of 53,210 shares on October 7, quickly recovering and gaining strength to close at $3.45 on November 1, 2024. In three days of trading between November 4th and 6th, 2024, approximately 310,000 shares of volume traded with the price dropping on the first day to close at $2.25 before recovering back to $3.4 on November 6, 2024. This suggests that the liquidity in the market for the Company’s shares is slowly improving with a growing interest in the Company’s stock, but liquidity remains limited. There can be no assurance that this improvement will continue or that a highly liquid market for our securities will ever develop.

The Company is currently trading on the OTC Expert Market. As a result of changes to the Pink Current Market implemented by the OTC Markets in response to the passage of SEC Rule 15c2-11, the Pink Current Market is to become the OTCID market. The deadline for completing the application to the OTCID is May 1, 2025, to ensure compliance by June 30, 2025. Currently the Company does not qualify for the OTCID. In October 2025 the Company was downgraded to the OTC Expert Market. To qualify for the OTCID Market or OTCQB, the Company will be required to file their 2025 audited fiscal year end 10K along with financial statements and provide current disclosure, submit a management certification, and verify basic Company information.

At this time the company will reapply for a 15c 2-11. Once the Company is current in its reporting requirements and received its active 15c-2-11 the Company plans to review its options including an application for entry to the OTCID or OTCQB market.

Options and Warrants

In 2018, the Company adopted an option plan for the benefit of the employees, consultants and directors known as the 2018 Employee, Director, and Consultant Stock Plan (the “2018 Plan”). Under this Plan a total of 40,000 stock options were issued as of December 31, 2020. The 2018 Plan was terminated on September 14, 2021, by the decision of the majority of the Shareholders of the Company. No shares were issued under the 2018 Plan in 2021. As of December 31, 2021, there are no outstanding options issued under the 2018 Plan.

On September 14, 2021, the Company obtained written consent of the holders of a majority of the voting power of the Company’s capital stock approving the adoption of the Company’s 2021 Stock Incentive and Award Plan (the “2021 Plan”). The Plan allows the Company to grant incentive stock options, non-qualified stock options and restricted stock awards to officers, directors, employees, and consultants of the Company during the period of 5 years from the effective date of the plan. As of December 31, 2024, there were 3,000,000 shares of common stock of the Company reserved for issuance under the Plan. As of December 31, 2024, no shares had been issued under the 2021 Plan.

The 2021 Plan calls for the Board of Directors of the Company to appoint and maintain as administrators of the Plan a committee consisting of two or more directors that qualify as independent, non-employee or outside directors. The committee has not yet been formed. For as long as the committee is not formed, the Board may issue options under the 2021 Plan except that no options may be issued to the four most highly paid employees until such time as the committee is formed.

No Option may be issued for a period of more than five (5) years. The purchase price of each share of stock purchased under an Incentive Option shall be determined by the committee or Board at the time of grant but shall not be less than 100% of the closing price on the final trading day immediately prior to the grant of the incentive option.

Options shall normally vest and become exercisable in equal amounts for each fiscal quarter of the Company through the four (4) year anniversary of the date of grant. Under certain circumstances defined in the 2021 Plan the vesting may be accelerated.

In principle, options are not transferable and may be exercised solely by the Optionee during his lifetime or after his death by the person or persons entitled thereto under his will or the laws of descent and distribution. The Committee or Board of Directors may allow certain exceptions to this rule defined in the 2021 Plan.

The present description of the 2021 Plan, which records certain key features only, is entirely qualified by the terms of the 2021 Plan.

To date no Options have been granted under the 2021 Plan.

Status of Outstanding Common Stock

As of December 31, 2024, we had a total of 28,546,834 shares of our common stock outstanding.

During fiscal year 2024, the Company issued no shares of Common Stock.

Previous registration statements

On February 21, 2019, the Company had filed a Registration Statement on Form S-1 wherein it was seeking to register 2,000,000 shares of Company Common Stock for sale together with 1,875,000 selling shareholder shares; however, this registration statement was withdrawn by the Company on February 19, 2021, without any shares having been issued.

Additionally, on September 10, 2018, the Company filed a Registration Statement on Form S-8 with respect to the shares to be issued pursuant to the Company’s 2018 Employee, Director and Consultant Stock Plan (the “2018 Stock Plan”). As of the date of this report, 40,000 shares were issued under the Company’s 2018 Stock Plan and were registered on Form S-8. This plan is now withdrawn and was replaced entirely with the Stock Plan adopted September 14, 2021.

Status of Outstanding Preferred shares

As of December 31, 2024, the Company had 20,000 Class “A” Preferred shares and 20,000 Class “F” preferred shares issued and outstanding. All these shares were issued during fiscal year 2024.

The Subscription Agreement to purchase 20,000 Series “A” preferred shares and the Subscription Agreement to purchase 20,000 Series “F” preferred shares were both cancelled on June 30, 2025.

Holders

As of December 31, 2024, the Company had issued an aggregate of 28,546,834 shares of our common stock held by one hundred shareholders, forty-seven (47) record holders and fifty-three (53) holding their shares in ‘street form’ as unregistered holders.

On May 29, 2024, the Company Board of Directors approved of a total of 20,000 newly authorized preferred stock in a class identified as Class “A” Preferred Stock. Ten thousand (10,000) Class “A” Preferred Stock were subscribed by John Michael Johnson, a director of the Company holding the senior management positions of President and CFO, with the additional ten thousand (10,000) Class “A” Preferred Stock being subscribed for and on behalf of the Board of Directors of the Company to utilize as the Board sees fit in the best interest of the Company. These shares were to be issued at par value of $20 and subscription agreements were duly concluded, however, since the subscriptions were never paid, the offer to subscribe was withdrawn.

Each share of Class A Preferred Stock subscribed on May 29, 2024, ranks senior to all Common Stock and any other class of securities that is specifically designated as junior to Class A Preferred Stock. Each Share of Class A Preferred Stock shall be convertible at any time by the holder thereof into 250 shares of Common Stock, however, any Series A Preferred Stock remaining unconverted at 5:00 P.M., Las Vegas, Nevada time on January 1, 2026, shall be automatically converted into Two Hundred Fifty (250) shares of the Company’s Common Stock (par value $0.001). Each Share of Class A Preferred Stock shall be entitled to Five Hundred (500) votes on any matter on which any of the shareholders are required or permitted to vote. No dividends shall be paid on any Series “A” Preferred Stock.

As of June 30, 2025, no funds had been transferred to pay for the said subscriptions. As a result, on notice to the subscribers duly given, the issuance of these 20,000 shares of Class ‘A’ shares of Preferred Stock was revoked for non-payment, and the entire Class “A” Preferred Stock series was cancelled.

On September 23, 2024, the Company Board of Directors approved a total of 20,000 newly authorized preferred stock in a class identified as Class “F” Preferred Stock. Ten thousand (10,000) Class “F” Preferred Stock was issued in the name of John Michael Johnson, a director of the Company holding the senior management positions of President and CFO, and an additional ten thousand (10,000) Class “F” Preferred Stock was issued to the Board of Directors of the Company to utilize as the Board sees fit in the best interest of the Company.

Each share of Class F Preferred Stock ranks senior to all Common Stock and any other class of securities. Each Share of Class F Preferred Stock shall not be convertible at any time. Each Share of Class F Preferred Stock shall be entitled to One Thousand (1,000) votes on any matter on which any of the shareholders are required or permitted to vote. No dividends shall be paid on any Series “F” Preferred Stock.

As of June 30, 2025, no funds had been transferred to pay for the said subscriptions. As a result, on notice to the subscribers duly given, the issuance of these 20,000 shares of Class ‘F’ shares of Preferred Stock was revoked for non-payment, and the entire Class “F” Preferred Stock series were cancelled.

There are two shareholders with shareholdings of over 5% of Common Stock issued.

Dividends

We have not paid any dividends to date and have no plans to do so in the immediate future.

Recent Sales of Unregistered Securities

During 2024, the Company issued no new shares of Common Stock.

Purchases of Equity Securities

During fiscal 2024, the Company purchased no new securities.

ITEM 6.

Smaller reporting companies are not required to provide the information required by this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

OVERVIEW

The Company was organized on August 13, 2014, as a Nevada corporation under Chapter 78 of the Nevada Revised Statutes as ‘WeWin Group Corp’. With FINRA approval on December 20, 2018, the Company’s name changed to AllyMe Group, Inc. During this period the Company’s trading symbol remained “WWIN”. On June 16, 2021, the Company’s Board of Directors approved the new name “NEXT-ChemX Corporation”, and approval of this change was granted by FINRA on July 22, 2021. The Company’s new trading symbol “CHMX” was granted on July 30, 2021. The Company’s principal office is located at NEXT-ChemX Corporation, 9101 West Alta Drive, Suite 202, Las Vegas, NV 89145.

Overview of the Business

Since April 27, 2021, the goal of the Company has been to commercialize its novel proprietary ion targeting membrane extraction technology (“iTDE Technology”) that is the principal asset of the business. The iTDE Technology is based upon unique chemistry: by using the very high surface area of special “Hollow Fiber Membranes” whereby ions may be extracted from liquid solutions. Our Membrane Extraction Technology mimics nature’s biophysical processes enabling the technology to extract ions from a liquid solution at ambient temperatures and pressures even where ions exist in low concentrations.

The primary focus of the Company at present is the extraction of lithium from naturally occurring brines and geothermal sources. The Company has developed a system for extracting naturally occurring ions in lithium containing brines solutions, such as magnesium and calcium, which is a key to an efficient process. Preliminary testing to date has furnished evidence that the CPiTDE System provides an efficient extraction solution with minimal disruption to the environment. Using the CPiTDE System, for example, water resources will not be depleted by evaporation on an industrial scale nor is environmentally damaging contamination released into the environment from the process. The desired ions are harvested, and the solutions can be returned to the aquifers or further purified as required.

The Membrane Extraction Technology has many areas of application, however during fiscal year 2024 and for the planned duration of fiscal year 2025, the Company will concentrate on the extraction of Lithium from natural brines, geothermal wells and mine leach solutions. Already from late fiscal year 2021 and through fiscal year 2024 due to a lack of funding, work was suspended on all other directions to concentrate only on the commercialization of the iTDE Process for lithium extraction and the removal of any other ions that interfere with lithium extraction. In addition, the Company’s plans to work on Fatty Acids extraction from vegetable oils as well as the extraction of radioactive ions from contaminated water has been delayed due to the geopolitical situation in Ukraine. From April 27, 2021, the Company was actively involved with scientific research in Ukraine. This was disrupted in February 2022 due to the Russian invasion. It is not clear when or indeed if work can be effectively resumed.

In early 2023, the Company contracted with a third-party engineering company to complete its initial pilot plant. Work to complete this is ongoing and expected to finish before the third quarter of 2025. The initial pilot plant has been completed and is located in India.

The Company continues to work with a leading membrane specialist to design and construct a controlled pilot system using specially designed membranes and units. The Company awarded the tender for the construction of the controlled pilot system in 2023. Work on construction is ongoing.

Once the CPiTDE System has been sufficiently optimized, the Company plans to design and introduce modularized extraction units based on the geometry of 40’ shipping containers for ease of deployment, servicing, and refurbishment of the units (“iTDE Units”). These units will be the basic ‘product’ of the Company and will be designed specifically for the extraction of targeted ions. The iTDE Units will be deployed on site with customers and it is anticipated that revenues will be earned either from a tolling fee or as a net extraction royalty (being a fixed % fee calculated on the quantity of useable material extracted against the market price for the extracted material or as a fixed fee per measured quantity).

We plan to supply scalable Extraction Plants based on the geometry of 40’ containers. Each would have an optimal number of modules for each process and may be designed for the extraction of a targeted chemical ion. These container systems will be located at the customer extraction sites during the commercial testing phase and for full deployment. Units will be monitored and can be swappable for maintenance or replacement, with low-cost isolated processes specific monitoring and control.

The Company is pursuing an aggressive intellectual property protection strategy. The Company has engaged the Navitas Intellectual Property Group LLC of Denver, Colorado for its international intellectual property requirements. This group is headed by Michael D. McIntosh and David F. Dockery, both highly specialized chemical processing and material science patent attorneys. Navitas is working closely with the Company’s research and development team to identify processing, materials and markets to pursue patent protection. In turn, Navitas works with the Company’s management to identify regions of the world to pursue desired protection. In fiscal year 2021, the Company filed for patent protection for novel aspects of its Lithium recovery developments. In fiscal year 2022, the Company filed for patent protection for novel aspects of the separation of metal ions from aqueous feeds. Additional patent applications are currently in progress dealing with oil purification, further aspects of Lithium processing and recovery, metals recycling and other developments. The Company is also focusing on novel membrane characteristics, production and uses. Details of these applications are confidential until published pursuant to international patent publication.

The Company currently lacks a central management office and at present all the members of management are in different regions. Throughout fiscal year 2024, meetings were held online, and managers were living in different countries with some in Europe and other in the US or Canada. The first controlled pilot system for demonstrating the iTDE Technology and model for the initial production of iTDE Units will be in India.

Results of Operations

Year Ended December 31, 2024 compared to December 31, 2023

The following table summarizes the results of our operations during the fiscal years ended December 31, 2024, and 2023, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current 12-month period to the prior 12-month period:

We recorded a net loss of $2,282,812 for the year ended December 31, 2024, compared to a net loss of $2,511,013 for the fiscal year ended December 31, 2023.

Net loss for the year ended December 31, 2024, decreased by $228,201 compared to 2023. This represents an increase in operating costs of $4,718 and a decreased in other (non-operating) expenses of $232,919.

The major increase was the write-off of the investment(receivables) amounting to $437,597, on the other hand, some expenses were reduced, the following events further reduced the salary burden by $313,155: the resignation of one full time senior employee, the Corporate Secretary, and his transfer to working as a part time consultant and the refocus of the development operations away from a US based laboratory to using Indian subcontractors. In addition, a reduction in intellectual property expenses of $121,169 further reduced expenses. The termination of the rental of the US based laboratory, along with a general reduction of other operating expenses including reduced travel, other overheads and incidentals. Finally, the increase in shares received from Clontarf a publicly traded shares held by the Company.

Due to the difficult financial situation of the Company, during fiscal year 2024, the Company made continual efforts to reduce all its operating expenses, closing offices, subcontracting engineering work, having employees work from home and reducing general operating expenses were considered possible. The Company expects to continue to keep expenses as low as possible until such time as funds become available to complete its development work.

Liquidity and Capital Resources

As of December 31, 2024, we had total current assets of $220,911, a working capital deficit of $(4,334,788) and an accumulated stockholders’ deficit of $(8,794,922). Cash used in operating activities for the fiscal year ending December 31, 2024, was $921,334, compared to $544,890 in cash used in operations during the year ended December 31, 2023. Our revenues were $0 in both fiscal years 2024 and 2023. These factors raised substantial doubts about the Company’s ability to continue as a going concern, and the Company remains chronically short of cash for operations.

Cash received in fiscal year 2024 was insufficient to enable operations to be conducted in the normal way. Salary payments, already curtailed since April 2021, were reduced to subsistence levels, and suspended for some employees altogether. Funds were made available for the completion of one full operational line of the pilot plant and to maintain the Company monthly budget. As a result of the failure to secure sufficient funding for the Company’s business plan, the Company made little progress during the fiscal year 2024.

The most serious obstacle to the raising of finance is the current level of indebtedness of the Company, which had reached by fiscal year end 2024 $6,140,703 however, this amount includes the deferred income amount of $500,000 that is not repayable, being the fee for the contribution of intellectual property rights to use in the Bolivian Market. Of the total amount of $5,640,703 that is repayable by the Company, approximately 43% of this debt is owed to shareholders and founders that organized the change of the business of the Company in fiscal year 2021. At year-end 2024, the debt to shareholders stood at $2,430,004, an increase of $1,485,004 from year end 2023. This debt has represented a major obstacle to securing new funding since effectively founders would be securing a means of repayment from new funding. In addition, approximately 57% of the total indebtedness is to employees and consultants for unpaid salaries and expenses standing at year-end of $2,803,616; with employees and consultants for $2,211,716, third party professionals and accounting for $591,900. The remaining debt accumulated during fiscal year 2024 is $407,082 (Accrued Interest $241,947 and Accounts payable $165,135).

During fiscal year 2024, it was clear that potential investors were deeply concerned by the levels of debt to founding shareholders, but also to employees, consultants, and third-party professionals. The potential need to repay such past debts would mean a major portion of all new investment would go to paying shareholders prior even to the technology being tested using a commercial pilot plant.

Issuance of the Series “F” Convertible Promissory Notes.

The Company issued a total of 20 Series “F” convertible promissory notes (Series “F” Notes”) in fiscal year 2024 with aggregate amount of $1,585,004 from a total authorized amount for the Series “F” of $3 million. The Series “F” Notes will mature in 24 months from issuance, if not earlier converted into shares of common stock of the Company at $1.25 per share (“Conversion Price”). The Company has the right to force conversion of both principal and interest then due on the Series “F” Notes at any time prior to maturity at the Conversion Price, provided however, (i) the Company shall have completed a successful registration statement for the underlying shares and (ii) the Company’s stock is trading above $2.50 per share for 10 trading days. The Series “F” Notes pay 10% interest per annum due at maturity or if earlier converted, up to the conversion date.

As of fiscal year end, the Company recognized interest expense on its Series “F” Notes of $87,878.

As of June 30, 2025, no funds had been transferred to pay for the said subscriptions. As a result, on notice to the subscribers duly given, the issuance of these 20,000 shares of Class ‘F’ shares of Preferred Stock was revoked for non-payment, and the entire Class “F” Preferred Stock series was cancelled

Loans contracted in Fiscal 2024

During fiscal year 2024, the Company contracted a total of two loans to non-related third-party shareholders as follows:

On January 31, 2024, two loans were concluded with two third party shareholders to loan the Company an aggregate of $20,000. Both these loans are repayable on or before January 31, 2025, and pay interest at 10%. These loans were extended on January 30, 2025, on the same terms and are repayable on December 31, 2026.

Loans extended in Fiscal Year 2024

In addition to the issuance of new loans, the Company extended the validity of the following loans that were falling due during fiscal year 2024:

Two separate loans to provide financial assistance granted by two third party shareholders both falling due on September 14, 2024, with principal amount of $125,000 each for an aggregate value of $250,000 both paying interest at maturity at a rate of 10% per annum were extended until December 31, 2026.

The following loans with an aggregate principal value of $575,000 were all extended on December 31, 2026.:

A loan to provide financial assistance granted by a third-party shareholder falling due on November 9, 2024, with a principal amount of $250,000 and paying interest at maturity at a rate of 10% per annum was extended until May 8, 2026.

A loan to provide financial assistance granted by a third-party shareholder falling due on December 2, 2024, with a principal amount of $200,000 and paying interest at maturity at a rate of 10% per annum was extended until June 2, 2026.

A loan to provide financial assistance granted by a third-party shareholder falling due on December 2, 2024, with a principal amount of $50,000 and paying interest at maturity at a rate of 10% per annum was extended until June 2, 2026.

A loan to provide financial assistance granted by a third-party shareholder falling due on February 2, 2025, with a principal amount of $25,000 and paying interest at maturity at a rate of 10% per annum was extended until February 2, 2026.

A loan to provide financial assistance granted by a third-party shareholder falling due on February 1, 2025, with a principal amount of $50,000 and paying interest at maturity at a rate of 10% per annum was extended until February 21, 2026.

Debt Repayment Obligations for Fiscal Year 2025

As of December 31, 2024, following the receipt of the additional financing of $1,605,004 received during fiscal 2024, the Company had a total aggregate value of $2,430,004 in the principal of its outstanding Convertible and Non-convertible Debt. Also, $174,004 of this amount relates to the settlement of a 2023 note payable that occurred during 2024, whereby the outstanding principal, accrued interest, and accrued expenses were consolidated into a new convertible note. No cash proceeds were received by the Company as part of this transaction. Interest on all debts, both convertible and non-convertible, was 10% annual, due at maturity.

All convertible debt from the Series “F” Notes is due beyond fiscal year 2025. Company debt payable were all extended in beyond Year 2025:

Management Budget for fiscal year 2025

It is anticipated that the monthly operating budget, excluding payables, going into fiscal year 2025 will amount to approximately $130,000 per month for the first quarter, rising to $210,000 during the second and third quarters. During the fourth quarter of 2025, if the operation of the controlled pilot plant is successful, the Company will require a significant increase in its quarterly budget to enable it to capitalize on its technological success, the minimum operational amount required while completing work in the pilot is $350,000 during the fourth quarter of fiscal year 2025.

Management believes that the Company’s cash on hand will not be sufficient to fund all Company obligations and commitments for the next twelve months. The combination of the way the shareholders have funded the Company during fiscal year 2025 with the urgent need to finance the commercial pilot system, to open operating facilities and to increase staff will place a significantly increased burden on cash flow during fiscal year 2025.

Management estimates that the minimum fund necessary to finance operations through fiscal year end 2025 is $1.1 million. This budget is expected to support the Company until the end of fiscal year 2025, covering both the completion of its controlled pilot testing system and its first commercial launch.

Historically, we have been dependent on loans from our principal shareholders and their affiliated companies to provide us with working capital as required and it is anticipated that existing loans will be extended. In the past the Company has relied on shareholder debt, however, there is no guarantee such funding will be available when required or sufficient and there can be no assurance that our major shareholders, or any of them, will continue making loans or advances to us in the future.

Management considers it essential that during fiscal year 2025, accommodation is found with its shareholder debtors to convert or repay their debt in order that the other significant debts to employees, consultants and professionals can be deferred. In addition, management considers such resolution will be necessary to enable the Company to attract investment that will fund operations. The Company believes that an effective equity offering may be priced at levels below the current share trading price given that any release of large blocks of shares onto the market results in a severe depression of the share price. A realistic offering price will consider the need to raise significant amounts that will be impossible without taking this into account. This may have a significant impact on the Company’s share price. There is no guarantee that any equity or debt funding offered during fiscal year 2025 will be successful in securing sufficient funding for the Company’s proposed budget, or that such funds, if secured, will be sufficient.

At the time of the release of this 10-K/A in August of 2026 the Company is relying on our two main investors through a series of loans to keep operations going. The Company currently has an operating budget of approximately $50,000 monthly and will increase in 2027. At this time the Company’s budget for the next 12 months is $900,000. The Company today believes that an effective equity offering may be priced at levels below the current share trading price given that any release of large blocks of shares onto the market results in a severe depression of the share price. A realistic offering price will consider the need to raise significant amounts that will be impossible without taking this into account. This may have a significant impact on the Company’s share price. There is no guarantee that any equity or debt funding offered during the remainder of fiscal year 2026 through fiscal year 2027 will be successful in securing sufficient funding for the Company’s proposed budget, or that such funds, if secured, will be sufficient

Fair Value loss on Financial assets

We recorded a fair value gain on shares in a United Kingdom public company amounting to $12,154 for the year ended December 31, 2024. This was due to the fall in the price of the securities. The disclosed $26,395 fair value loss only reflects the decline in value of the original share tranche and does not consider the $38,549 gain recognized from the second tranche of Clontarf shares recorded during the year. After considering both tranches, the Company recognized a net unrealized gain of $12,154 for the year ended December 31, 2024.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

Seasonality

Our operating results are not affected by seasonality.

Inflation

Our business and operating results are not affected in any material way by inflation.

Critical Accounting Policies

The Securities and Exchange Commission issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the Securities and Exchange Commission has defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results and require management to make its most difficult and subjective judgments, often because of the need to make estimates of matters that are inherently uncertain.

The nature of our business generally does call for the preparation or use of estimates. Since the Company does not have any operating business, we do not believe that we do not have any such critical accounting policies.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Set forth below are the audited financial statements for the Company for the fiscal year ended December 31, 2024, audited by Fruci & Associates II PLLC, Certified Public Accountants based in Spokane, Washington (“Fruci & Associates’”) and the reports thereon of by Fruci & Associates II PLLC, Certified Public Accountants.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of NEXT-ChemX Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheets of NEXT-ChemX Corporation (“the Company”) as of December 31, 2024 and 2023, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred losses since its inception, resulting in an accumulated deficit, and expects to incur further losses as it continues to develop its business. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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 audits. 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 audits 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 audits, 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 audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Emphasis of Matter – Restatement of Previously Issued Financial Statements

As discussed in Note 5 to the financial statements, the Company has restated its previously issued financial statements for the year ended December 31, 2024, to correct the accounting for certain transactions that were not appropriately reflected in its previously unaudited financial statements. Our opinion on the financial statements as of December 31, 2024, is not modified with respect to this matter.

Critical Audit Matters

Critical audit matters are matters 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. We determined that there were no critical audit matters.

Fruci & Associates II, PLLC – PCAOB ID #05525

We have served as the Company’s auditor since 2024.

Spokane, Washington

September 1, 2026

NEXT-ChemX Corporation

BALANCE SHEETS

The accompanying notes are an integral part of these financial statements.

NEXT-ChemX Corporation

STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements.

NEXT-ChemX Corporation

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(YEARS ENDED 2024 AND 2023 ARE RESTATED)

NEXT-ChemX Corporation

STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these financial statements.

NEXT-ChemX Corporation

NOTES TO FINANCIAL STATEMENTS