|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
NEXTNRG, INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
652941105 (CUSIP Number) |
Arif Sarwat 407 Lincoln Road, Suite 9F, Miami Beach, FL, 33139 561-307 3399 Laura Anthony, Esq. Anthony, Linder and Cacomanolis PLLC, 1700 Palm Beach Lakes Blvd., Suite 820 West Palm Beach, FL, 33401 (561) 514-0936 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/13/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 652941105 |
| 1 |
Name of reporting person
Arif Sarwat | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,953,558.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Based upon 111,665,652 shares of common stock issued and outstanding as of February 19, 2025. Upon request of the SEC Staff, the Reporting Person will make available written confirmation from the Issuer in respect of such issued and outstanding number of shares of common stock.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
NEXTNRG, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
67 NW 183RD ST, MIAMI,
FLORIDA
, 33169. | |
Item 1 Comment:
The class of equity securities to which this Schedule 13D ("Schedule 13D") relates is the shares of common stock, $0.0001 par value per share (the "Shares") of NextNRG, Inc., a Delaware corporation (the "Issuer"), which has its principal executive office at 67 NW 183rd Street, Miami, Florida 33169. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by Arif Sarwat (the "Reporting Person"). | |
| (b) | 407 Lincoln Road, Suite 9F, Miami Beach, FL 33139. | |
| (c) | The Reporting Person is the Chief Technology Officer of the Issuer, which has its principal executive office at 67 NW 183rd Street, Miami, FL 33169. | |
| (d) | N/A | |
| (e) | N/A | |
| (f) | United States of America | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
As disclosed in that certain initial statement of beneficial ownership of securities on Form 3 filed with the U.S. Securities and Exchange Commission ("SEC") as of February 28, 2025, the Reporting Person previously held 21,354 Shares and received 13,932,204 Shares pursuant to the Second Amended and Restated Exchange Agreement dated June 11, 2024, as amended on July 22, 2024 and on September 25, 2024 (the "Exchange Agreement") entered into among the Issuer, the members of Next Charging LLC (the "Members") and Michael D. Farkas, as the representative of the Members. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Person is the Chief Technology Officer of the Issuer. As an officer and significant stockholder of the Issuer, the Reporting Person may be able to control the Issuer's business and may have influence over the corporate activities of the Issuer; including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.
Subject to the Lock-up Agreement (as defined below), the provisions of the Bylaws and the Issuer's insider trading policies, the Reporting Person may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Person may engage in discussions with management, the Board of Directors and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or the relevant parties to consider or explore extraordinary corporate transactions, such as a merger, reorganization or take-private transaction that may result in the delisting or deregistration of the common stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board of Directors.
The Reporting Person from time to time intends to review his investments in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's shares of common stock in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Person will take such actions in the future as the Reporting Person may deem appropriate in light of the circumstances existing from time to time. If the Reporting Person believes that further investment in the Issuer is attractive, whether because of the market price of the shares of common stock or otherwise, he may acquire shares of common stock or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Person may determine to dispose of some or all of the shares of common stock currently owned by the Reporting Person or otherwise acquired by the Reporting Person either in the open market or in privately negotiated transactions.
Except as set forth in this Schedule 13D, the Reporting Person has not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board or Directors; (e) any material change in the Issuer's capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person; (h) causing a class of the Issuer's securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 13,953,558 Shares; 12.4958% | |
| (b) | 13,953,558 Shares | |
| (c) | As disclosed in that certain initial statement of beneficial ownership of securities on Form 3 filed with the SEC as of February 28, 2025, the Reporting Person previously held 21,354 Shares and received 13,932,204 Shares pursuant to the Second Amended and Restated Exchange Agreement dated June 11, 2024, as amended on July 22, 2024 and on September 25, 2024 (the "Exchange Agreement") entered into among the Issuer, the members of Next Charging LLC (the "Members") and Michael D. Farkas, as the representative of the Members. | |
| (d) | N/A | |
| (e) | N/A | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
In connection with the closing of the Exchange Agreement, the Reporting Person entered into a Lock-Up Agreement (the "Lock-Up Agreement") pursuant to which the Reporting Person agreed with the underwriters not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of his common stock or securities convertible into common stock for a period of six months, commencing on the date of the Prospectus filed (pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended) with the SEC on February 14, 2024. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Form of Lock-Up Agreement (incorporated by reference to Exhibit B to the Underwriting Agreement between the Issuer and ThinkEquity LLC, dated as of February 13, 2025, attached as Exhibit 1.1 to that certain Current Report of the Issuer on Form 8-K, filed with the SEC as of February 18, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|