WASTE ENERGY CORP.

Waste Energy Corp. is an early-stage clean-energy company focused on converting non-recyclable waste tires and plastics into usable fuel, reusable commodities, and renewable energy products through a thermal process operating in an oxygen-restricted environment. The company operates in the waste-to-energy sector, which it believes is substantial and growing, citing that hundreds of millions of waste tires are generated in the United States alone each year and that, according to a 2022 OECD report, global plastic waste is projected to nearly triple by 2060. Research from the Yale School of the Environment has documented microplastic particles in human tissue, and the Ocean Conservancy has reported that hypoxic dead zones, including one in the Gulf of Mexico, have expanded substantially. Waste Energy positions itself to address these challenges through a modular deployment model located near waste generation sources and industrial fuel demand.

The waste-to-energy, recycling, and alternative fuel sectors are highly competitive, and Waste Energy's principal competitors named in the filing include Brightmark Energy, Agilyx Corporation, Alterra Energy, Liberty Tire Recycling, municipal and private landfill operators, scrap tire processors and crumb rubber companies, and other waste-to-energy and renewable fuel developers. Many of these competitors have substantially greater financial, technical, operational, and marketing resources. The company believes its principal competitive attributes include a modular and scalable business model, the ability to generate multiple revenue streams from a single feedstock source, the potential to earn both commodity revenue and tipping fee revenue, and the ability to locate facilities near waste sources and end markets.

Waste Energy generates revenue through five principal sources: sales of tire-derived oil, sales of recovered carbon black and recovered steel, feedstock processing fees (tipping fees), environmental credit monetization, and consulting, licensing, and equipment sales. During the year ended December 31, 2025, the company recognized total revenue of $424,167 ¹, coming from consulting services and raw material fees, while it recognized no revenue for the year ended December 31, 2024 ². The company's business is in its early stages, with limited revenue to date and no commercial operations yet commenced at its planned Midland, Texas facility.

Waste Energy's planned commercial operations are designed to produce four primary outputs: Tire-Derived Oil, a liquid fuel product that may be sold directly for industrial use or further refined; Recovered Carbon Black, a reusable carbon material suitable for rubber products, plastics, pigments, coatings, and other manufacturing applications; Recovered Steel, which can be sold into scrap and recycling markets; and Synthetic Gas, a gaseous fuel generated during processing that may be reused internally. In addition to core waste conversion operations, the company is developing a patent-pending platform for AI-based emissions monitoring, feedstock analysis, PFAS identification, and automated carbon credit creation and tracking, which it intends to integrate into its facilities and potentially license to third parties.

During 2025, Waste Energy advanced from the development stage toward commercial deployment by securing and preparing its initial planned commercial deployment site in Midland, Texas; acquiring and importing its initial 15-ton-per-day waste conversion system and related distillation equipment; completing substantial site preparation work; and filing a provisional patent application covering its AI-based emissions monitoring and automated carbon credit creation technology. The approximately $653,000 ³ in payments made to acquire this equipment have been classified as a capital advance on the consolidated balance sheet pending transfer of control and placement into service. The company also became a registered vendor for Midland County, Texas in 2025. As of December 31, 2025, the company had outstanding convertible notes payable with an aggregate principal balance of approximately $970,000 ⁴, and approximately $1.8 million ⁵ recorded as a derivative liability on the consolidated balance sheet.

For the year ended December 31, 2025, Waste Energy recognized total revenue of $424,167 ⁶, compared to $nil ⁷ for the year ended December 31, 2024. The company incurred a net loss attributable to Waste Energy of $1,076,807 ⁸ for 2025, compared to $2,880,147 ⁹ for 2024, representing a decreased loss of $1,803,340 ¹⁰. Net loss from operations was $365,988 ¹¹ for 2025 versus $1,194,309 ¹² for 2024. As of December 31, 2025, the company had an accumulated deficit of $51,035,224 ¹³, negative working capital of $4,497,343 ¹⁴, and cash and cash equivalents of $68,244 ¹⁵.

Waste Energy's primary growth vector is centered on the launch of its first commercial facility in Midland, Texas, which is designed to support future expansion from an initial 15 tons-per-day to 30 tons-per-day through the addition of a second processing line, with further scaling capacity to 60 tons-per-day. The company's initial 15-TPD waste conversion system has arrived at the Midland site and is expected to be ready for operation in the third quarter of 2026. Following successful commissioning, the company plans to pursue additional feedstock agreements, offtake agreements, municipal partnerships, and future facility deployments in other geographic regions, with a long-term vision of establishing a network of modular waste conversion facilities located near waste generation sources, landfills, transfer stations, industrial hubs, and energy demand centers.

The company is developing a patent-pending platform for AI-based emissions monitoring, feedstock analysis, PFAS identification, and automated carbon credit creation and tracking, which it intends to integrate into its facilities and potentially license to third parties. During 2025, Waste Energy filed a provisional patent application covering this technology. The company may pursue future revenue from licensing this intellectual property and from the sale of proprietary equipment, though no material offtake agreements have been finalized as of the date of the filing, and preliminary arrangements are subject to output laboratory results.

The filing does not provide specific margin or cost trajectory targets, but notes that general and administrative expenses decreased from $1,194,309 ¹⁶ in 2024 to $662,621 ¹⁷ in 2025, primarily due to decreases in platform development and advertising and marketing expenses. The company expects compliance with environmental and other regulatory requirements to require significant ongoing expenditures.

The company's operational outlook is centered on the Midland, Texas facility, which includes an approximately four-acre industrial site with an approximately 5,000 square foot workshop and office building. As of the date of the filing, the initial 15-TPD waste conversion system had arrived at a U.S. port but had not yet cleared customs or been delivered to the Midland site. The company has no full-time or part-time employees other than its executive officers and relies on independent contractors and consultants. As it advances its Midland commercial deployment, it expects to hire operational, technical, and administrative employees.

Research and development expenditures during the years ended December 31, 2025 and 2024 were not material and were not separately tracked. The company estimates it will require approximately $900,000 ¹⁸ to fund its general and administrative operating expenses over the next twelve months, in addition to capital required to complete commissioning of the Midland facility, expand to additional processing capacity, and pursue future deployments. The company does not intend to pay cash dividends on its common stock in the foreseeable future. As of December 31, 2025, the company had outstanding convertible notes payable with an aggregate principal balance of approximately $970,000 ¹⁹, and approximately $1.8 million ²⁰ recorded as a derivative liability.

The company faces significant structural headwinds, including its status as an early-stage company with a limited operating history in the waste-to-energy sector, having generated only $424,167 ²¹ in revenue during 2025 and $nil ²² during 2024, substantially all from a single consulting customer. The company has incurred significant operating losses since inception, with net losses of approximately $1.0 million ²³ and $2.9 million ²⁴ for 2025 and 2024 respectively, and an accumulated deficit of approximately $51.0 million ²⁵ as of December 31, 2025. The independent registered public accounting firm has expressed substantial doubt about the company's ability to continue as a going concern.

Key execution risks flagged by management include dependence on the successful delivery, installation, commissioning, and operation of the initial 15-TPD waste conversion system at Midland, with approximately $653,000 ²⁶ in related payments classified as a capital advance. The company has not yet obtained all permits and approvals required to commence commercial operations at the Midland facility, and has not finalized any material offtake agreements for its products. The company's ability to source feedstock is subject to risks including competition, and its revenues will depend on commodity price fluctuations for tire-derived oil, recovered carbon black, and recovered steel.

Waste Energy faces material risks including its early-stage status with a limited operating history, having generated only $424,167 ²⁷ in revenue during 2025 and $nil ²⁸ in 2024, with net losses of approximately $1.0 million ²⁹ and $2.9 million ³⁰ for those years respectively, and an accumulated deficit of $51,035,224 ³¹ as of December 31, 2025. The company's independent registered public accounting firm has expressed substantial doubt about its ability to continue as a going concern. The company requires substantial additional capital, estimating approximately $900,000 ³² for operating expenses over the next twelve months, and has only $68,244 ³³ in cash as of December 31, 2025. The conversion features of outstanding convertible notes with an aggregate principal balance of approximately $970,000 ³⁴ include variable conversion prices tied to the trading price, which could result in substantial dilution; as of December 31, 2025, approximately $1.8 million ³⁵ was recorded as a derivative liability reflecting the fair value of embedded conversion features. The company has not yet obtained all permits required to commence commercial operations at its Midland facility and has not finalized any material offtake agreements. Additionally, the company is subject to pending litigation from LarCo Holdings, LLC seeking $752,500 ³⁶ in respect of a pledged invoice, among other claims, and has disputed related-party obligations of $672,524 ³⁷ recorded as accounts payable and accrued expenses.

Management's message emphasizes the strategic shift completed between June and September 2024 away from legacy blockchain and entertainment businesses toward the waste-to-energy industry, culminating in the name change to Waste Energy Corp. on September 6, 2024. The tone is forward-looking but cautious, highlighting that the company has not yet commenced commercial operations and that there can be no assurance of achieving profitability or commercial viability at scale. Key strategic priorities emphasized for the period ahead include the successful commissioning of the initial 15-ton-per-day waste conversion system at the Midland, Texas facility, which is expected to be ready for operation in the third quarter of 2026; the pursuit of additional feedstock agreements, offtake agreements, municipal partnerships, and future facility deployments; and the continued development of the patent-pending AI-based emissions monitoring and automated carbon credit creation technology. Management also underscores the need for substantial additional capital, estimating approximately $900,000 ³⁸ for general and administrative operating expenses over the next twelve months, and acknowledges the substantial doubt about the company's ability to continue as a going concern.