KiNRG, Inc.

EX-99.2 · UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF KINRG, INC. AND

EX-99.2
 2
 ea029455401ex99-2.htm
 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF KINRG, INC. AND TRINITY GROUP CONSTRUCTION, INC

 Exhibit 99.2

 KiNRG, INC.

 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

 AS OF DECEMBER 31, 2025

 Trinity Group
 Pro forma

 Combined

 KiNRG, Inc.
 Construction, Inc.
 Adjustments
 Notes
 Pro Forma

 ASSETS

 Current assets:

 Cash
 $ 328,466
 $ 8,918,182
 (1,000,000 )
 (A)
 $ 8,246,648

 Contract receivables
 -
 29,467,294

 29,467,294

 Retention receivables
 -
 16,856,094

 16,856,094

 Costs and estimated earnings in excess of billings on uncompleted contracts
 -
 2,587,083

 2,587,083

 Investment in and advances to limited liability company
 -
 -

 -

 Due from stockholder
 -
 575,415

 575,415

 Due from affiliate
 -
 10,193,064

 10,193,064

 Prepaid expenses

 243,468

 243,468

 Current assets - discontinued operations
 -
 -

 -

 Total current assets
 328,466
 68,840,600

 68,169,066

 Property and equipment, net
 -
 149,949

 149,949

 Right of use asset, operating lease
 9,471
 424,466

 433,937

 Deposit
 -
 10,000

 10,000

 Indefinite-lived intangible assets
 -
 -
 4,496,587
 (B)
 4,496,587

 Total assets
 $ 337,937
 $ 69,425,015

 $ 73,259,539

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:

 Accounts payable
 32,676
 35,056,470

 35,089,146

 Retention payable
 -
 16,898,127

 16,898,127

 Accrued liabilities - related parties
 50,000
 -

 50,000

 Accrued salaries and other current liabilities
 570,164
 1,153,773

 1,723,937

 Contract liabilities
 -
 6,249,004

 6,249,004

 Obligations under future receivables financing, net

 5,544,777

 5,544,777

 Accrued interest
 133,883
 -

 133,883

 Current portion of operating lease liabilities
 9,471
 204,104

 213,575

 Current portion of long-term debt
 -
 14,664

 14,664

 Notes payable
 80,000
 -

 80,000

 Note payable related party

 3,000,000
 (C)
 3,000,000

 Other liabilities
 7,511
 -

 7,511

 Total current liabilities
 883,705
 65,120,919

 69,004,6249

 Operating lease liabilities, net of current portion
 -
 224,039

 224,039

 Long-term debt, net of current portion
 -
 37,895

 37,895

 Total liabilities
 883,705
 65,382,853

 69,266,558

 Commitments and Contingencies
 -
 -

 -

 Stockholders' equity (deficit)

 Common stock, 56,900,743 shares
 5,690
 22,500
 (22,080 )
 (D),(E)
 6,110

 Additional paid-in capital
 28,465,847
 158,411
 4,379,918
 (D),(E)
 33,004,176

 Accumulated deficit
 (29,017,305 )
 3,861,251
 (3,861,251 )
 (F)
 (29,017,305 )

 Total stockholders' deficit
 (545,768 )
 4,042,162

 3,992,981

 Total liabilities and stockholders' equity
 $ 337,937
 $ 69,425,015

 $ 73,259,539

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 KiNRG, INC.

 UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF
OPERATIONS

 FOR THE YEAR ENDED DECEMBER 31, 2025

 KiNRG
 TRINITY
 Adjustments
 Notes
 Combined

 Revenues
 $ -
 $ 257,274,405

 $ 257,274,405

 Contract Costs
 -
 248,311,805

 248,311,805

 Gross profit
 -
 8,962,600

 8,962,600

 Operating expenses:

 Selling, general, and administrative expenses
 $ 2,364,934
 $ 5,933,422

 $ 8,298,356

 Total operating expenses
 2,364,934
 5,933,422

 8,298,356

 Operating profit (loss)
 (2,364,934 )
 3,029,178

 664,244

 Other income (expense):

 Interest income, net of interest expense
 (26,548 )
 675,255

 648,707

 Other income
 -
 73,986

 73,986

 Gain on settlement of accounts payable
 4,000
 -

 4,000

 Loss on investment in limited liability company
 -
 (709 )

 (709 )

 Total other income (expense)
 (22,548 )
 748,532

 725,984

 (Loss) income before provision for income taxes
 (2,387,482 )
 3,777,710

 1,390,228

 Provision for income taxes
 -
 2,250

 2,250

 Net (loss) income from continuing operations
 (2,387,482 )
 3,775,460

 1,387,978

 Net loss from discontinued operations
 (317,123 )
 -

 (317,123 )

 Consolidated net (loss) income
 $ (2,704,605 )
 $ 3,775,460

 $ 1,070,855

 Net loss per common share from continuing operations, basic and diluted
 $ (0.043 )

 $ 0.0235

 Net loss per common share from discontinued operations, basic and diluted
 $ (0.006 )

 $ (0.005 )

 Net loss per common share, basic and diluted
 $ (0.049 )

 $ 0.018

 Weighted-average number of common shares outstanding, basic and diluted
 54,832,811

 4,200,000
 (E)
 59,032,811

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 KiNRG, INC.

 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION

 Introduction

 The following unaudited pro forma condensed combined financial information
is presented to illustrate the estimated effects of the acquisition by KiNRG, Inc. ("KiNRG" or the "Company") of 100%
of the issued and outstanding equity interests of Trinity Group Construction, Inc. ("Trinity), completed on April 1, 2026 (the "Acquisition"),
pursuant to the Stock Purchase Agreement dated March 31, 2026.

 The Acquisition was completed in exchange for (i) $1,000,000 in cash,
(ii) 4,200,000 shares of KiNRG common stock, and (iii) a promissory note in the principal amount of $3,000,000 (the “Promissory
Note”).

 The unaudited pro forma condensed combined balance sheet as of December
31, 2025 gives effect to the Acquisition as if it had been consummated on December 31, 2025. The unaudited pro forma condensed combined
statement of operations for the year ended December 31, 2025 gives effect to the Acquisition as if it had been consummated on January
1, 2025.

 The pro forma financial information was prepared using the acquisition
method under ASC 805, Business Combinations, with KiNRG as the acquirer. The information is preliminary and subject to revision as valuations
are finalized during the measurement period (up to one year). It should be read in conjunction with: (i) the audited financial statements
of Trinity (Exhibit 99.1); (ii) the audited consolidated financial statements of KiNRG; and (iii) the notes herein.

 Preliminary Purchase Price

 The purchase consideration is as follows, based on sales of KiNRG stock
at $1.00 per share on September 26, 2025:

 Cash
 $ 1,000,000

 Note payable
 3,000,000

 Common stock (4,200,000 shares x $2.00)
 8,400,000

 Total estimated purchase price
 $ 12,400,000

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 Preliminary Purchase Price Allocation

 The following table sets forth the preliminary allocation of the purchase
price. Historical carrying values have been used as a reasonable approximation of fair value, subject to completion of a formal valuation
during the measurement period:

 Assets acquired:

 Cash and cash equivalents
 $ 8,918,182

 Contract receivables
 29,467,294

 Retention receivables
 16,856,094

 Costs and estimated earnings in excess of billings

 on uncompleted contracts
 2,587,083

 Due from stockholder
 575,415

 Due from affiliate
 10,193,064

 Prepaid expenses and other current assets)
 243,468

 Property and equipment, net
 149,949

 Operating lease right-of-use assets
 424,466

 Deposit
 10,000

 Total identifiable assets acquired
 $ 69,425,015

 Liabilities assumed:

 Accounts payable
 $ 35,056,470

 Retention payable
 16,898,127

 Accrued salaries and other current liabilities
 1,153,773

 Contract liabilities
 6,249,004

 Obligation under future receivables financing, net
 5,544,777

 Current portion of operating lease liabilities
 204,104

 Current portion of long-term debt
 14,664

 Operating lease liabilities, net of current portion
 224,039

 Long-term debt, net of current portion
 37,895

 Total liabilities assumed
 $ 65,382,853

 Net identifiable assets acquired
 $ 4,042,162

 Total purchase price
 12,400,000

 Goodwill
 $ 8,357,838

 Goodwill represents the expected synergies from growth opportunities
not separately identifiable. None of the goodwill is expected to be deductible for income tax purposes, as the transaction is intended
to qualify as a tax-free reorganization under IRC Section 368(a)(1)(B).

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 KiNRG, INC.

 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION

 Note 1. Description of the Acquisition

 On November 7, 2025, KiNRG (the “Company”) and Mil L. Wallen,
owner of 100% of the shares of Trinity Group Construction, a Virginia Corporation (the “Sellers”) entered into a Letter of
Intent for the acquisition of Trinity by the Company, subject to definitive agreement (the “LOI”). On March 31, 2026, the
Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Trinity and Millard L. Wallen, III (the “Seller”),
pursuant to which the Company agreed to acquire 100% of the issued and outstanding capital stock of Trinity (the “Acquisition”).
The closing of the Acquisition occurred on April 1, 2026.

 Note 2. Purchase Price

 The purchase price consists of the following: (i) $1,000,000
cash; (ii) 4,200,000 shares of KiNRG common stock, par value $0.0001 per share, at a price of $2.00 per share, the price of arms-length
sales of the Company’s common stock in March, 2026; (iii) a note payable in the amount of $3,000,000 an interest rate of 6% per
annum due on the earlier of the closing of a public offering by the Company or September 30, 2026.

 Note 3. Basis of Presentation

 Historical KiNRG data is from the audited Form 10-K for FY2025 ($0
revenue, $350,937 total assets, $2,704,605 net loss). Historical Trinity data is from the audited financial statements for FY2025 ($257.3M
revenue, $69.4M total assets, $3.8M net income). Transaction Accounting Adjustments reflect application of ASC 805 as described in Note
4. No Management's Adjustments or Autonomous Entity Adjustments have been included.

 Note 4. Pro Forma Adjustments

 Balance sheet adjustments:

 (A) To record $1,000,000 Acquisition cash payment.

 (B) Recognition of goodwill of $4,496,587 representing the excess
of total purchase consideration of $12,400,000 over the net book value of identifiable assets of $4,042,162, reduced by Trinity’s
historical retained earnings of $3,861,251.

 (C) To record $3,000,000 Acquisition note payable.

 (D) To record cancellation of Trinity historical no par value
common stock of $22,500.

 (E) To record the issuance of 4,200,000 shares of common stock,
par value $0.0001, at a price of $2.00 per share; common stock was increased by $420 and additional paid-in capital was increased by
$8,399,580. Additional paid-in capital was also reduced by $4,042,162 representing the net book value of assets acquired.

 (F) To eliminate Trinity historical retained earnings of $3,861,251.

 Income statement adjustments:

 No adjustments recorded as no recurring changes to the cost structure
of the combined entities are expected.

 N ote 5. Pro Forma Earnings Per Share

 Pro forma basic and diluted EPS are calculated as follows:

 Pro forma net income: $1,070,855.

 Pro forma weighted average basic shares: 54,832,811 (KiNRG historical)
+ 4,200,000 (closing shares as if outstanding since January 1, 2025) = 59,032,811.

 Pro forma basic EPS Continuing Operations – basic and diluted:
$1,070,855 / 59,032,811 = $0.018 per share.

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