Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On March 31, 2026, KiNRG, Inc. (the "Company" or "Buyer") entered into a Stock Purchase Agreement (the "Purchase Agreement") with Trinity Group Construction, Inc., a Virginia corporation ("Trinity" or the "Company"), 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").

Purchase Price

The aggregate purchase price for the Acquisition is $8,200,000, consisting of: (i) $1,000,000 in cash, (ii) 4,200,000 shares of KiNRG common stock, par value $0.0001 per share, and (iii) a promissory note in the principal amount of $3,000,000 (the "Promissory Note").

Promissory Note

The Promissory Note bears interest at 6.0% per annum and is due and payable in full, together with accrued interest, on the earlier of the closing of the Company's public offering or September 30, 2026. The Promissory Note may be prepaid at any time without premium or penalty.

Closing

The closing of the Acquisition (the "Closing") occurred on April 1, 2026, subject to the satisfaction or waiver of customary closing conditions.

Assets Acquired

Through the Acquisition, the Company acquired all of the issued and outstanding equity interests of Trinity, which operates as a construction services company.

Representations, Warranties and Covenants

The Purchase Agreement contains customary representations and warranties of the parties, including with respect to:

The Purchase Agreement also includes customary covenants and indemnification provisions, including a seller non-competition covenant for five years following Closing, confidentiality obligations, tax covenants, and indemnification by the Seller subject to negotiated limitations, including a general cap of $820,000 with customary carve-outs for specified fundamental representations and certain tax matters.