Independence Power (ITXP) posts Q1 2026 loss, relies on GridCore note
Independence Power Holdings, Inc. reported no revenue for the quarter ended March 31, 2026, reflecting its early stage as a software and services provider for battery energy storage systems. The company posted a net loss of $237,285, a substantial improvement from $3,006,255 a year earlier, mainly because prior-year research and development and management fees were much higher.
Results were driven by $868,567 of interest income from the $86.6 million secured GridCore Note, which is the company’s principal asset. Cash and cash equivalents were $1,552,375 as of March 31, 2026, supplemented by a related-party credit line of up to $4 million, of which $1.8 million was drawn.
The company has not yet generated recurring contract revenue; its DBD asset management agreement produced no fees this quarter because no battery units were deployed. Management expects future revenue to come mainly from software licenses, subscriptions and service fees tied to utilization of the BESS fleet. The quarter also highlights ongoing risks: a large deferred tax liability linked to the GridCore Note, dependence on collecting that note, and disclosure that internal control over financial reporting remains ineffective due to previously identified material weaknesses, even though a new CFO has been hired.
Positive
- None.
Negative
- None.
Key Figures
Key Terms
Battery Energy Storage Systems technical
GridCore Note financial
Asset Management Agreement financial
Contract Asset financial
material weaknesses regulatory
deferred tax liability financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Quarter Ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number
(Exact name of Registrant as specified in its charter) |
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(State or other jurisdiction |
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of incorporation or organization) |
| Identification Number) |
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(Address of Principal Executive Offices) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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 Registrant (1) has 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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Date 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).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting comp any” and “emerging growth company” in Rule 12b -2 of the Exchange Act.
Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
☒ | Smaller Reporting Company | ||
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| Emerging Growth Company |
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 Securities Exchange Act of 1934). Yes
The registrant has two classes of common stock: Class A Common Stock, $0.0001 par value per share, of which
TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION | ||||
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ITEM 1. | Condensed Consolidated Financial Statements (Unaudited) |
| F-1 |
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Balance Sheets |
| F-1 |
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| Statements of Operations |
| F-2 |
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| Statements of Cash Flows |
| F-3 |
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Statements of Changes in Shareholders’ Equity |
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Notes to Financial Statements |
| F-5 - F-9 |
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ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk |
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ITEM 4. | Controls and Procedures |
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PART II – OTHER INFORMATION | ||||
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ITEM 1. | Legal Proceedings |
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ITEM 1A. | Risk Factors |
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ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
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ITEM 3. | Defaults Upon Senior Securities |
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ITEM 4. | Mine Safety Disclosures |
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ITEM 5. | Other Information |
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ITEM 6. | Exhibits |
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| SIGNATURES |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Quarterly Report”) contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements include, among other things, statements about our business strategy, our industry, our expected capital expenditures and the impact of such expenditures on our performance, management changes, current and potential future long-term contracts, and our future business and financial performance. These statements are based on current expectations and beliefs of management and are subject to a number of risks, uncertainties and assumptions that are difficult to predict and many of which are beyond our control. | ||
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Forward-looking statements can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “could” and similar expressions. Actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors, including, among others, those described in any risk factors we may file from time to time and elsewhere in this Quarterly Report. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include: | ||
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| · | the level of spending and access to capital markets by companies in our target market, namely (i) power generation and (ii) the oil and natural gas industry; |
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| · | uncertainty regarding the future actions of oil producers, including the members of the Organization of the Petroleum Exporting Countries (OPEC) and Russia and the actions taken to set, maintain or cut production levels; |
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| · | changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements, and the impact of such policies on us, our customers and the global economic environment, including access to resources needed for our products and services; |
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| · | customer concentration, the potential for future consolidation amongst current or potential customers and the possibility that customers may not continue to outsource their power system needs, which could affect demand for our products and services, especially in the power generation industry; |
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| · | development of alternative power generation technologies or increased grid capacity that could reduce the demand for our products and services; ability to secure customer contracts and such ability’s impact on our revenue and operating results; |
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| · | developments and uncertainty in the global economy generally, and/or the energy, power and infrastructure sectors specifically, and the resulting impacts to the demand and supply for power generation or crude oil and natural gas or volatility of the prices for such projects, including a potential increase in Venezuelan oil supply and any related impact on global oil prices and domestic oil productions, and therefore the demand for the services we provide and the commercial opportunities available to us; |
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| · | volatility in the political, legal and regulatory environments, including the impact of a prolonged federal government shutdown or lapse in federal appropriations that could disrupt our operations and future plans and opportunities; |
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| · | global geopolitical risks, including the war between Russia and Ukraine, the Israel and Hamas conflict, the war between Israel, Iran and the United States, other continued or escalated hostilities in the Middle East and U.S. intervention in Venezuela, which could each affect the stability and continued recovery of oil and gas markets; |
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| · | uncertainty regarding methods by which the growing demand for power generation will be met in both the short and long term; |
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| Table of Contents |
| · | inflationary risks, increased interest rates, central bank policy, bank failures and associated liquidity risks and supply chain constraints, including changes in market price and availability of materials and labor; |
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| · | significant changes in the transportation industries or fluctuations in transportation costs or the availability or reliability of transportation that service our business; |
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| · | epidemics or pandemics, including the effects of related public health concerns and the impact of continued actions taken by governmental authorities and other third parties in response to pandemics and their impact on commodity prices, supply and demand considerations and storage capacity; |
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| · | technological advancements in well completion technologies and our ability to expand our product and service offerings; |
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| · | competitive conditions in our industry; |
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| · | inability to fully protect our intellectual property rights; |
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| · | actions taken by our customers, competitors and third-party operators; |
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| · | changes in the availability and cost of capital; |
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| · | our ability to successfully implement our business strategy; |
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| · | increases in tax rates or the enactment of taxes that specifically impact exploration and production related operations resulting in an increase in the amount of taxes owed by us; |
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| · | the effects of existing and future laws, rulings, governmental regulations and accounting standards and statements (or the interpretation thereof) on us and our customers; |
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| · | cyber-attacks targeting systems and infrastructure used by the power generation and oil and natural gas industries; |
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| · | credit markets; |
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| · | business acquisitions; |
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| · | natural or man-made disasters and other external events that may disrupt our manufacturing operations; |
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| · | environmental and climate change regulations and policies, and the impact of such regulations and policies on us and our customers; |
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| · | the timing of regulatory proceedings and approvals, and the impact of such proceedings and approvals on us and our customers; |
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| · | health, safety and environmental risks; |
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| · | uncertainty regarding our future operating results; and |
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| · | plans, objectives, expectations and intentions contained in this Quarterly Report that are not historical. |
Additional information concerning these and other factors can be found in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026 (“2025 Form 10-K”). We cannot control such risk factors and other uncertainties, and in many cases, cannot predict the risks and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. These risks and uncertainties should be considered when evaluating us and deciding whether to invest in our securities. Except as otherwise required by law, we undertake no obligation to publicly update or revise our forward-looking statements, whether as a result of new information, future events or otherwise.
| 4 |
| Table of Contents |
PART I: FINANCIAL INFORMATION
Item 1: Condensed Consolidated Financial Statements (Unaudited)
Independence Power Holdings, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
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Assets |
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Current assets |
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Cash and cash equivalents |
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Accrued interest receivable |
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Current portion of note receivable |
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Prepaid expenses and other current assets |
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Total current assets |
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Other assets |
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Property and equipment |
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Right-of-use operating lease asset, related party |
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Long-term note receivable, net of currently due |
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Contract asset |
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Patents |
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Total other assets |
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Total assets |
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Liabilities and Shareholders' Equity |
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Current liabilities |
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Accounts payable |
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Payables to related parties |
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Accrued and other liabilities |
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Operating lease obligation, related party |
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Total current liabilities |
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Long-term liabilities: |
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Line of credit, related party |
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Net deferred tax liability |
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Total liabilities |
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Shareholders' equity |
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Class A common stock; par value $ |
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Class B common stock; par value $ |
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Preferred stock; par value $ |
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Additional paid-in capital |
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Retained earnings |
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Total shareholders' equity |
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Total liabilities and shareholders' equity |
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See accompanying notes to condensed consolidated financial statements.
| F-1 |
| Table of Contents |
Independence Power Holdings, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
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Revenue |
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Cost of sales |
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Gross profit |
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Operating expenses: |
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Employment expenses |
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Research and development expenses |
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General and administrative expenses |
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Total operating expenses |
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Operating loss |
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Other income (expense) |
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Interest income |
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Interest expense – related party |
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Total other income (expense) |
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Loss from operations before income taxes |
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Benefit for income taxes |
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Net loss |
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Net loss per common share |
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Basic |
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Diluted |
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Weighted average number of common shares outstanding |
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Basic |
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Diluted |
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See accompanying notes to condensed consolidated financial statements.
| F-2 |
| Table of Contents |
Independence Power Holdings, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
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OPERATING CASH FLOW |
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Net loss |
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Adjustments to reconcile net loss to operating cash flow |
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Amortization of lease asset, related party |
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Deferred tax benefit |
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Changes in assets and liabilities |
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Accrued interest receivable |
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Prepaid expenses and other current assets |
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Accounts payable |
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Payables to related parties |
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Operating lease obligation, related party |
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Accrued and other liabilities |
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Operating cash flow |
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INVESTING CASH FLOW |
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Purchases of patents |
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Purchases of property and equipment |
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Investing cash flow |
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FINANCING CASH FLOW |
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Contributions |
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Borrowings on line of credit, related party |
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Financing cash flow |
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Net (decrease) increase in cash and cash equivalents |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
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Supplemental disclosure of cash flow information |
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Cash paid for interest |
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Cash paid for taxes |
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See accompanying notes to condensed consolidated financial statements.
| F-3 |
| Table of Contents |
Independence Power Holdings, Inc.
Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
For the Three Months Ended March 31, 2026 and 2025
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| Preferred Stock |
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| Class A Common Stock |
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| Class B Common Stock |
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| Additional Paid-In |
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| Retained Earnings |
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Balances-January 1, 2026 |
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Net loss |
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Balances-March 31, 2026 |
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| Preferred Stock |
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| Class A Common Stock |
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| Retained Earnings |
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Balances-January 1, 2025 |
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Contributions |
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Net loss |
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Balances-March 31, 2025 |
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See accompanying notes to condensed consolidated financial statements.
| F-4 |
| Table of Contents |
Independence Power Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
1. Basis of Presentation and Summary of Significant Accounting Policies
The primary business activity of Independence Power Holdings, Inc (the “Company” or “IPHI”), a Nevada corporation, f/k/a TriUnity Business Services Limited, is the software and hardware development, implementation and installation of industrial battery management and monitoring systems for high voltage battery storage systems. The Company’s proprietary battery-management, telemetry, and microgrid-control software (the “Software Platform”) for Battery Energy Storage Systems (“BESS”) is targeted to be deployed to end markets, including data centers, energy, and other commercial and industrial sectors.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. The condensed consolidated financial statements are unaudited, and in management’s opinion, include all adjustments, including normal recurring adjustments and accruals necessary for a fair presentation of the results for the interim periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2026 or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes included in our 2025 Form 10-K.
There have been no material changes in our significant accounting policies as described in our audited consolidated financial statements included in our 2025 Form 10-K. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.
Liquidity
As shown in the accompanying condensed consolidated financial statements, the Company has not generated recurring revenue and has incurred operating losses during recent years. As of March 31, 2026, the Company has limited financial resources with which to achieve its objectives and attain profitability and positive cash flows from operations. Please see note 4 for discussion regarding the Company’s contracts and current business developments. In March 2026, to further enhance the Company’s liquidity position, we entered into a credit agreement with Independence Investors pursuant to which Independence Investors agreed to lend up to $
2. Recent Accounting Pronouncements
In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements” (“ASU 2025-11”), which improves the guidance in Topic 270 by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The ASU includes a comprehensive list of required interim disclosures and adds a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Management is evaluating ASU 2025-11 to determine its impact on the Company’s disclosures.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires public entities to disclose additional information about certain costs and expenses included in relevant expense captions presented on the income statement. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating ASU 2024-03 to determine its impact on the Company’s disclosures.
| F-5 |
| Table of Contents |
3. Reverse Merger Acquisition
On December 30, 2025, the Company entered into a merger agreement (the “Merger Agreement”) by and among the Company, Independence Power Inc. (“Independence Power”), and Independence Investors LLC (“Independence Investors”). Pursuant to the Merger Agreement, the Company agreed to exchange the outstanding common shares of Independence Power held by Independence Investors for
The Merger Agreement was accounted for as a reverse asset acquisition in accordance with GAAP. Under this method of accounting, IPHI has been treated as “acquired” for financial reporting purposes. Independence Power has been determined to be the “accounting acquirer” because Independence Power maintains control of the Board of Directors and management of the combined company and the operations of Independence Power constitute the only ongoing operations of the combined company. Under this method of accounting, the ongoing financial statements of the registrant reflect the net assets of Independence Power and IPHI at historical cost, with no goodwill or other intangible assets recognized, and the historical Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Changes in Shareholders’ Equity, and Statements of Cash Flows reflect the historical activity of Independence Power.
Under the terms of the Merger Agreement, the Company issued
4. Revenue Recognition
Revenues from Contracts with Customers
In October 2025, the Company, through its subsidiary Kyma Batteries LLC (“Kyma Batteries”) or its assignee entered into an asset management agreement (the “Asset Management Agreement” or the “DBD contract’) with BESS Rural Energy Cooperative LCA (the “Cooperative”) and DBD Express I, LLC (“DBD Express”) for the management of 101 utility scale batteries representing 241 megawatts of nameplate capacity (the “BESS Fleet” and each individual battery a "BESS Unit”) which DBD Express acquired from GridCore Infrastructure, LLC (“GridCore”) for approximately $
Asset Management and Deployment Services under DBD Contract
Asset management and deployment services are recognized monthly based on the number of BESS Units deployed to customers of DBD Express (the “End Customer”), and upon fulfillment of the Company’s monthly performance obligations under the DBD contract.
Performance Obligations under DBD Contract
The Company’s contractual performance obligations include performing monitoring and maintenance of the BESS Fleet, deployment of BESS Units to End Customer locations, End Customer support, and negotiation of rental agreements with End Customer, as defined in the respective contract and subject to approval by End Customer.
During the three months ended March 31, 2026 and 2025, there were no revenues earned from the DBD contract, as no BESS Units were deployed during these periods.
| F-6 |
| Table of Contents |
Equity Instruments Issued as Consideration
In connection with the DBD contract, the Company issued the Cooperative warrants to purchase
Battery Management and Monitoring System Contract
In September 2025, the Company entered into a master supply and services agreement (the “GridCore Agreement” or “Battery Management and Monitoring System Contract”) with GridCore whereby the Company would provide the design, manufacture and integration of its Software Platform on the BESS Fleet. The contract price was $
Performance Obligations under Battery Management and Monitoring System Contract
The Company’s contractual performance obligations included delivery of the BESS Fleet and necessary Power Conversion Systems to a rental yard capable of charging the BESS Fleet, commission the Company’s Software Platform onto the BESS Fleet, and all other services necessary to achieve Final Acceptance and Placed-In Service status. The Company successfully delivered, installed, deployed and energized its Software Platform on the BESS Fleet during September 2025, establishing the Placed-In-Service date for the BESS Fleet, effectively satisfying the Company’s contractual obligations under the GridCore Agreement.
5. Patents
The Company has multiple filed patents in various stages toward issuance. As of March 31, 2026 and December 31,2025, the Company had capitalized $
6. Shareholders’ Equity
As of March 31, 2026 and December 31, 2025, the Company had a total of
On December 30, 2025, the Company issued the Warrants to the Cooperative. The Warrants meet the requirements of equity classification due to their provisions that do not require cash settlement or variable settlement features. At the time of issuance, the Company utilized a Black-Scholes model to estimate the fair value of the Warrants, which included assumptions such as risk-free interest rate, volatility, and expected term to estimate the fair value of the Warrants. The most sensitive assumption the Company used in determining the fair value of the Warrants is volatility. The Company developed a comparable volatility using publicly available data of peer group companies. The Company notes that an increase or decrease in expected volatility could have a material impact on the fair value of the Warrants, and the Company's actual volatility may differ from the assumption used. The following assumptions were used to fair value the Warrants:
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| F-7 |
| Table of Contents |
Effective February 7, 2026, the Company completed a
7. Income Taxes
Income taxes have been accounted for in accordance with ASC 740, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
The note receivable from GridCore is considered an installment sale under the Internal Revenue Code and treated as a timing difference in the Company’s tax computations. As such, the Company will recognize taxable income from the note receivable as principal and interest payments are received.
Income tax expense (benefit) consisted of the following:
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Computed expected tax benefit |
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Deferred income taxes reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate entirely to its net operating loss carryforwards. The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets are as follows:
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8. Leases
The Company determines if an arrangement is a lease at inception. Any operating lease is included in operating lease right-of-use (“ROU”) asset and operating lease obligation in our condensed consolidated balance sheets. Operating lease expense is included in general and administrative expenses on the condensed consolidated statements of operations. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. If the lease does not provide an implicit rate of return, the Company will use the applicable risk-free interest rate in effect at the time of the lease inception in determining the present value of lease payments.
Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
The Company had a short-term lease for its corporate office in 2024, which expired in February 2025 and was not renewed. In January 2025, the Company entered into a one-year lease with a related party, Independence WI LLC, for office, warehouse and manufacturing space in Wisconsin for $
| F-8 |
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The components of lease expense are as follows:
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9. Related Party Transactions
The Company has certain reimbursement transactions with an affiliate entity under common ownership with its majority shareholder. The Company had a payable to the affiliate of $
Effective January 1, 2025, the Company had a management agreement with Independence TX LLC, an affiliate, whereby the affiliate provided management services, including executive services, to the Company for $
Effective January 1, 2025, the Company has an office and warehouse lease agreement with Independence WI LLC, an affiliate, whereby the Company leases office and warehouse space in Wisconsin for $
Effective December 30, 2025, the Company entered into an Administrative Services Agreement (the “ASA Agreement”) with IPAS Asset Management, LLC (“IPAS”), a related party, whereby IPAS will provide administrative support services to the Company at IPAS’s actual expenses incurred plus a $
Effective in March 2026, the Company entered into an Administrative Services Agreement (the “ASA Agreement”) with Rincon II LLC (“Rincon”), a related party, whereby Rincon will provide administrative support services to the Company at $
In March 2026, we entered into a credit agreement with Independence Investors pursuant to which Independence Investors agreed to lend up to $
10. Basic and Diluted Earnings (Loss) per Share
The Company adheres to the provision of ASC 260, “Earnings Per Share”, which specifies the computation, presentation, and disclosure requirements for earnings (loss) per share for entities with publicly held commons stock.
Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed in the same way as basic earnings (loss) per common share except the denominator is increased to include the number of additional common shares that would be outstanding if all potential common shares had been issued and if the additional common shares were dilutive. The Company had no dilutive shares for the three months ended March 31, 2026 and 2025. The Company had
| F-9 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References to “we,” “us,” “our,” or the “Company” refer to Independence Power Holdings, Inc. (either individually or together with its subsidiaries, as the context requires). The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying financial statements and related notes. The following discussion contains “forward-looking statements” that reflect our plans, estimates, beliefs and expected performance. Our actual results may differ materially from those anticipated as discussed in these forward-looking statements as a result of a variety of risks and uncertainties, including those described above in “Cautionary Statement Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report and “Risk Factors” included in our 2025 Form 10-K, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to update any of these forward-looking statements except as otherwise required by law.
Overview
The Company’s primary business activity is the software and hardware development, implementation and installation of industrial battery management and monitoring systems for high voltage battery storage systems. The Company’s Software Platform for BESS is targeted to be deployed to end markets, including data centers, energy, and other commercial and industrial sectors.
The Cooperative, is an independent separate legal entity organized in April 2025 as a rural electric cooperative. It is responsible for owning and leasing BESS equipment to its patron-members, qualifying for and monetizing investment tax credits and receiving any refundable direct-pay credits under applicable tax provisions. The Cooperative does not operate, dispatch or market power; those functions are expected to be performed by Independence Power pursuant to the Asset Management Agreement and other patron-member operators under separate agreements, with Independence Power also supplying the software and control layer.
The Cooperative, through its wholly-owned affiliate, DBD Express, is the owner of the BESS Fleet, 101 utility scale batteries representing 241 megawatts of nameplate capacity, which it acquired from GridCore for approximately $216.9 million in 2025.
In 2025, the Company installed its Software Platform on the BESS Fleet. The Company delivered its Software Platform installation services pursuant to the GridCore Agreement. We refer to the installation of the Software Platform on the BESS Fleet as the “GridCore Installation Project.” GridCore in turn delivered the entire system to the Cooperative, as end-user. Based on an independently executed Battery Energy Storage System Placed-in-Service Certificate dated October 26, 2025, and a related Technical Addendum thereto, each executed by a licensed professional engineer in the State of Texas following on-site inspection and testing, the BESS Fleet was determined to be fully installed, energized, and ready for its intended operational use as of September 26, 2025.
The contract price was $97.2 million, of which the Company received a cash down payment of $10.6 million on September 11, 2025. The remaining purchase price of $86.6 million was paid in the form of a secured promissory note issued by GridCore calling for semi-annual interest payments beginning in March 2026 and quarterly principal payments of $21.65 million beginning in December 2026, with the final payment due in September 2027. The Company received the first interest payment of approximately $1.7 million under the GridCore Note in March 2026 and recognized interest income of $868,567 during the three months ended March 31, 2026.
While the Company recognized a substantial amount of revenue in connection with the GridCore Installation Project on the BESS Fleet, it is uncertain whether the Company will generate revenues from similar installation projects in the future. Therefore, you should not assume that the Company will generate such revenue from installation projects in the future. We recognized a substantial amount of revenue on the GridCore Installation Project, most of it in the form of a the GridCore Note, but we expect our revenues in the future to be primarily related to servicing BESS, and there can be no assurance that we will be able to enter into similar installation contracts in the future.
The Company’s revenues in the future are expected to be derived primarily from software license and subscription fees and related services, and, in some cases, from performance-based fees. Additionally, it is expected that the Company and other service providers will provide field operations.
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For example, the Company has entered into the Asset Management Agreement with the Cooperative, effective October 1, 2025, pursuant to which the Company provides administrative, monitoring, advisory and consulting services, including quarterly business analysis, daily operations of deployed BESS Units, maintenance services, marketing services, customer support for End Customers, marketing services and negotiation of rental agreements with End Customers. Under the Asset Management Agreement, the Cooperative is obligated to pay to the Company on a quarterly basis an amount calculated as a percentage, to be agreed per the terms of the Asset Management Agreement, of the aggregate gross rental fees that the Cooperative actually receives under all rental agreements with End Customers, subject to an aggregate maximum amount.
Such fee shall not be less than $5,000 per month per BESS Unit (initially, 101 units, with three in reserve) deployed and managed by the Company. If the parties cannot agree on the percentage and maximum amount of the fee, such terms will be determined by binding arbitration.
As of the date of this Quarterly Report, the Cooperative, through its subsidiary DBD Express, acquired the initial BESS Fleet, and the Software Platform is expected to be used on that BESS Fleet. The timing and scale of deployments of the BESS Units will significantly influence the Company’s near-term operating results. To the extent we are not successful in deploying a significant percentage of the BESS Fleet, our operating results and financial position will be adversely affected.
Basis of Presentation
On December 30, 2025, the Company entered into and completed an Agreement and Plan of Merger by and among the Company, Merger Sub, Independence Power and Independence Investors, pursuant to which Merger Sub merged with and into Independence Power (the “Merger”), with Independence Power continuing as the surviving company and a wholly owned subsidiary of the Company. The Merger was completed in a simultaneous sign and close transaction.
The Merger was accounted for as a “reverse merger,” and Independence Power was deemed to be the accounting acquirer in the Merger. Independence Power was formed on October 22, 2025, for the purpose of acquiring all of the equity interests in Kyma Batteries, and has had no operations prior to completion of its acquisition of Kyma Batteries effective November 1, 2025. Consequently, the financial condition, results of operations and cash flows discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations discussed below are those of Kyma Batteries. References herein to the” Company” and to “Independence Power” include Kyma Batteries, unless the context otherwise requires.
Key Factors Affecting Results
Key factors that will affect our results of operations and financial condition include:
| · | Pace and extent of BESS Fleet deployment and utilization by the Cooperative and its patron members, and by other BESS asset owners of their systems; |
| · | Independence Power’s ability to win new contracts to provide its management services to other BESS asset owners; |
| · | Execution and pricing of commercial arrangements for software and services, including the outcome of negotiations with the Cooperative of the percentage pricing model under the Asset Management Agreement; |
| · | Investment in software development, integration capabilities and personnel; |
| · | Dependence on a limited number of counterparties (including the Cooperative, Independence TX and a small group of customers); |
| · | Any increases in headcount or other costs necessary to support delivery of services to the Cooperative under the Asset Management Agreement and to other customers in the future; |
| · | Macroeconomic and industry conditions in the oil and gas sector, including commodity prices and capital spending levels. |
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In addition, the Company’s operations have been materially expanded, which will require the Company to hire additional personnel and implement and apply procedures and processes to its operations in order to address public company regulatory requirements and customary practices. The Company expects to incur significant additional expenses as a result.
Results of Operations
To date, the Company has generated revenue only from the GridCore Installation Project. Future revenue is expected to be derived primarily from software license and subscription fees and related services, and, in some cases, from performance-based fees. Operating expenses have consisted primarily of cost of sales, employment, research and development (“R&D”) and general and administrative (“G&A”) costs. The Company reported loss of $237,285 and $3,006,255 for the three months ended March 31, 2026 and 2025, respectively.
As the BESS Fleet is commissioned and deployed, the Company expects its revenue mix to shift toward recurring software license and subscription fees and related services, with potential performance-based components. The timing and amount of revenue recognized will depend on the specific terms of the Company’s contracts, including whether fees are structured as fixed license fees, usage-based charges, shared-savings components or a combination thereof, and on the utilization patterns of the BESS Units.
Comparison of the Three Months Ended March 31, 2026 and 2025
Revenue
We did not recognize any revenue in the three months ended March 31, 2026 and 2025. All of the revenue recognized in the year ended December 31, 2025 was realized under the GridCore Installation Project and related to the installation of the battery software management system on the BESS Fleet. Approximately $10.6 million of this revenue was received in cash during 2025, and the remaining $86.6 million in revenue was received in the form of the GridCore Note. There can be no assurances that we will collect all, or any, payments under the GridCore note.
Cost of Sales and Gross Profit
We did not recognize any cost of sales in the three months ended March 31, 2026 and 2025.
Employment Expense
Employment expense for the three months ended March 31, 2026 increased by $22,616 or 11%, as compared to the same period in 2025 and represents fairly flat headcount period to period.
Research and Development Expense
Research and Development expense for the three months ended March 31, 2026 decreased by $772,640, or 86%, as compared to the same period in 2025 and is largely due to shift in business strategy from a manufacturer of batteries to the BESS Software Platform deployment.
General and Administrative Expense
General and administrative expense for the three months ended March 31, 2026 decreased $1,092,718, or 57%, as compared to the same period in 2025 and is largely due to the termination of the management agreement with Independence TX LLC, an affiliate, whereby the affiliate provided management services, including executive services, to the Company for $500,000 per month. This agreement was terminated effective September 30, 2025.
Despite the decrease quarter-over-quarter, the Company’s operations have been materially expanded, which will require the Company to hire additional personnel and implement and apply procedures and processes to Independence Power and its operations in order to address public company regulatory requirements and customary practices. The Company expects to incur significant additional expenses as a result.
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Taxes
The Company recognized a tax benefit of $62,987 for the three months ended March 31, 2026, which was a result of the loss from operations of $300,272. The tax benefit resulted in an increase to the Company’s net operating loss carryforward, which is available to future periods and reduced the Company’s deferred tax liability as of March 31, 2026.
We did not recognize any income tax expense or benefit in the three months ended March 31, 2025.
Liquidity and Capital Resources
Historically, the Company has funded operations through equity contributions from its majority shareholder and indirect owner and has had limited revenue. As of March 31, 2026, the Company had cash and cash equivalents of $1,552,375, a note receivable of $86,600,000, of which $43,300,000 is due within one year, and total liabilities of $20,374,764, of which $17,878,989 was related to a net deferred tax liability as a result of the GridCore Note. The Company also has a line of credit agreement with Independence Investors, our majority shareholder, which allows for borrowings up to $4,000,000 for working capital needs and was $1,800,000 drawn as of March 31, 2026.
GridCore Note
At March 31, 2026, the Company’s principal asset was the $86.6 million GridCore Note, issued by GridCore to the Company in connection with entry into the GridCore Agreement. The GridCore Note pays semi-Quarterly interest payments at a rate of 4.0% per annum, beginning March 10, 2026, and four equal quarterly principal payments of $21.65 million beginning December 10, 2026, with the final payment due on September 10, 2027. The Company received the first interest payment of approximately $1.7 million under the GridCore Note on March 10, 2026. GridCore may prepay all or a portion of the outstanding principal amount under the GridCore Note at any time and from time to time without premium or penalty. From and after the occurrence and during the occurrence of any event of default under the GridCore Note, the rate of interest on the entire then-outstanding principal amount will increase to 12.0% per annum and the Company may declare the entire unpaid principal amount, together with all accrued and unpaid interest, to be immediately due and payable. Such events of default include failure to pay principal or interest, breach of covenants, breach of representation, cross default under the GridCore Agreement or the GridCore Security Agreement, or an insolvency event.
The GridCore Note is secured by the security agreement, dated as of September 10, 2025, by and between GridCore and the Company (the “GridCore Security Agreement”). Pursuant to terms of the GridCore Security Agreement, GridCore has pledged a broad range of assets, including its accounts, equipment, intellectual property and inventory, the DBD Express Note, its rights under the DBD Express Security Agreement (as defined below) and the Cooperative Guarantee described below, certain other assets and proceeds from all of the foregoing. Additionally, GridCore assigned to the Company all of GridCore’s right, title, and interest in and to, including all proceeds received under the DBD Express Note described below, any and all such collateral.
In connection with the delivery by GridCore to DBD Express of the BESS Fleet, DBD Express issued GridCore the DBD Express Note in the principal amount of $193.42 million, which pays semi-Quarterly interest payments at a rate of the applicable federal rate plus 6.0% per annum, beginning March 10, 2026, and four equal quarterly payments of $48.355 million beginning February 10, 2027, with the final payment due on September 10, 2027. Pursuant to the terms of the DBD Express Note, DBD Express granted to GridCore a first priority security interest in and to all of DBD Express’ right, title, and interest in, to and under the BESS Fleet and related collateral. Further, the Cooperative, DBD Express and GridCore entered into a continuing guaranty agreement (the “Cooperative Guarantee”), pursuant to which the Cooperative absolutely, unconditionally and irrevocably guaranteed to GridCore the full and prompt payment of all obligations of DBD Express to GridCore.
There can be no assurances that we will collect all, or any, payments under the GridCore Note.
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The Company’s primary future cash requirements are expected to include:
| · | funding operating losses until sufficient scale in software and services revenues is achieved; |
| · | supporting software development, integration and support activities; |
| · | hiring and retaining personnel in engineering, operations and corporate functions; and |
| · | satisfying working capital needs, including accounts receivable and payables associated with software and services contracts. |
Because the Company does not expect to fund BESS equipment purchases, its capital needs are primarily operating in nature. Following the business combination, sources of liquidity consist of existing cash and cash equivalents, cash flows from operations, receipt of interest and principal payments on the GridCore Note and any future capital raised through equity or debt financing.
Management believes that existing cash and cash equivalents, together with expected cash flows from operations and payment of principal and interest on the GridCore Note, will be sufficient to meet anticipated operating requirements for at least twelve months from the date of this Quarterly Report. Any such assessment should be read in conjunction with any going concern disclosures in the Company’s financial statements.
Cash Flows
Net cash used in operating activities has primarily reflected net losses, partially offset by non-cash charges and changes in working capital. Net cash used in investing activities consists primarily of capitalized purchases of property and equipment. Net cash provided by financing activities has reflected equity contributions from owners and borrowings on line of credit, related party.
The Company expects cash used in operating activities to increase in absolute terms in the near term as it invests in scaling the Software Platform and public-company infrastructure, partially offset by any increases in revenue.
Contractual Obligations and Off-Balance Sheet Arrangements
The Company’s contractual obligations as of March 31, 2026, consist primarily of lease commitments, service and support contracts and software and cloud services agreements, as described in the notes to its condensed consolidated financial statements.
The Company does not currently have any material off-balance sheet arrangements, as such term is defined in Item 303 of Regulation S-K.
While the Company expects to enter into additional commercial agreements with the Cooperative, Independence TX and other counterparties, including software license, maintenance and service agreements, such arrangements are not expected to create significant fixed capital commitments with respect to BESS equipment, as ownership and financing of such equipment will reside with the Cooperative and other asset owners.
Recent Developments
None.
Item 3: Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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Item 4: Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, including our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report. In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of March 31, 2026 due to the continued existence of the identified material weaknesses described in our 2025 Form 10-K.
Notwithstanding the identified material weaknesses, management concluded that our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in conformity with GAAP.
Remediation of Previously Identified Material Weaknesses
In order to remediate the previously identified material weaknesses, the Company hired a new CFO in the second quarter of 2026 and plans to engage additional personnel and/or consultants.
While we believe our remediation efforts above will improve the effectiveness of our internal control over financial reporting, we do not have an active remediation plan in operation at this time and cannot assure that we will be able to remediate the material weaknesses we have identified or will prevent potential future material weaknesses. A material weakness cannot be considered remediated until applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Accordingly, we will continue to monitor and evaluate the effectiveness of our internal control over financial reporting.
Changes in Internal Control over Financial Reporting
Except for the identified material weaknesses noted above and the remediation efforts to date, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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| Table of Contents |
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in legal proceedings arising in the ordinary course of business. As of the date of this Quarterly Report, we are not a party to any material pending legal proceedings, and, to our knowledge, no such proceedings have been threatened against us.
Item 1A. Risk Factors
There have been no material changes to the risk factors as disclosed in our 2025 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
Exhibit |
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Number | Description of Document | ||
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2.1 | Agreement and Plan of Merger, dated December 30, 2025, by and among Independence Power Holdings, Inc. (f/k/a TriUnity Business Services Limited), TriUnity Merger Sub Inc., Independence Power, Inc. and Independence Investors LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2026). | ||
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3.1 | Amended and Restated Articles of Incorporation of Independence Power Holdings, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2026). | ||
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3.2 | Amended and Restated Bylaws of Independence Power Holdings, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2026), | ||
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10.1 | Employment Agreement, dated as of April 13, 2026, by and between Independence Power Holdings Inc. and Brian Dutton (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 14, 2026).* | ||
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31.1 |
| Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | |
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31.2 |
| Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | |
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32.1 |
| Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS |
| Inline XBRL Instance Document |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase |
101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| INDEPENDENCE POWER HOLDINGS, INC. |
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Date: May 12, 2026 | By: | /s/ Todd Parkin |
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| Todd Parkin |
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| Chief Executive Officer (Principal Executive Officer) |
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By: | /s/ Brian Dutton |
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| Brian Dutton |
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| Chief Financial Officer (Principal Financial and Accounting Officer) |
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