OTC: AETN

Additionally,
we have over 300 electric vehicle charging station connection points (plugs), sold or controlled that could be upgraded to include our
latest cellular-based control module, to make these stations revenue producing stations. Combined with upgrading the TSE stations, we
have the potential to expand to over 2,000 connection points. However, for our first phase of upgrades, we expect to convert up to six
stations per facility to level 2 and add two or more DC fast chargers to select locations.

We
believe that the key value of the existing travel center facilities is the electric infrastructure and utility service that could easily
be upgraded to include electric vehicle supply equipment (EVSE) for heavy-duty trucks and buses. Most of these sites could also accommodate
light-duty(automobile) electric vehicle charging.

Several
sites have already been upgraded (or are in the process of being upgraded) to include level 2 charging connectors. We have secured or
are in the contracting phase for approximately $1,000,000 in grants to upgrade additional sites with total project values of over $1,500,000
(including cost share and host-site contributions) and have over $1,000,000 in grant applications pending. Grants awarded as of March
2026 include approximately $100,000 in Washington State to add Level 2 charging stations at two facilities, $495,00 for 4 DC fast charging
ports in Tennessee, $44,000 to upgrade TSE station in north Carolina, $171,500 to install approximately 25 Level 2 charging ports in
Oregon, and we received a preliminary award letter for an additional $265,000 to install 4 DC fast charging ports in California . The
two sites in Washington have already been completed. Invoicing for these projects will be processed next quarter.

3

Wall-mount
and/or freestanding pedestals with a proprietary, cloud-based payment/control system, and reporting

Competition

We
face competition from other EV charging companies, including ChargePoint, ABB, Cyber Switching, Siemens, Tesla, EVBox, BP, Shell, Electrify
America, EVGo, Chargie, Blink and others. To be competitive in the EV charging market, we intend to provide the lowest build-out and
operating cost, competitive end-user cost, highest cost savings and best overall feature set from our proprietary back-office control
and payment systems so that our customers achieve a faster ROI than offered by our competitors. In addition, we believe that our success
in obtaining government grants for electric transportation infrastructure will be a competitive advantage that we have in obtaining additional
non-dilutive grants to facilitate our goal of increasing the number of charging stations in the United States and Canada, as well as
our long-term relationships with essential manufacturers of commercial charging equipment. Additionally, we will explore opportunities
to expand into other South American, European and Asian countries as opportunities arise and resources become available to invest in
these regions.

There
are two types of TSE systems: on-board and off-board TSE. In off-board electrification, off-board equipment at the truck stop provides
heating, ventilation, and air conditioning (HVAC). These HVAC systems are contained in a structure above ground (called a gantry) or
on a pedestal beside the truck parking spaces. A hose from the HVAC system is connected to the truck window and, in some cases, to a
computer touch screen that enables payment. These stand-alone systems are generally owned and maintained by private companies that charge
an hourly fee. To accommodate the HVAC hose, an inexpensive window template may be required in the truck. “Off-board” refers
to the location of the HVAC equipment, since it is off-board (not permanently installed on the truck). IdleAir operates an off-board
TSE business.

On-board
electrification, also known as “shorepower,” requires some equipment on-board the truck. Then, trucks can plug into electrical
outlets at the truck stop. To use on-board electrification, trucks must be equipped with electric air conditioning equipment or a portable
heater and an extension cord to plug into the electrical outlet. The trucking company or driver owns and maintains the on-board equipment.
Shorepower operates on-board TSE facilities. Other than the equipment on-board the truck, these systems are generally considered more
cost effective to build, use (hourly fee), maintain and operate. In its simplest form, on-board TSE can be used by simply purchasing
a portable heater and an extension cord for as little as a $40 initial investment. This investment could be recouped during the first
day/night of use.

The
two types of TSE systems do not generally serve the same customers, but we may compete for the same space at a truck stop. However, at
least two facilities have had both IdleAir and Shorepower in the same parking lot. Additionally, IdleAir currently only has fewer than
a dozen operational facilities. Trucks equipped with electric appliances will generally seek Shorepower (on-board) facilities.

Financing
Strategy

Under
the current administration, the future of the Bipartisan Infrastructure Law, that became law on November 15, 2021, is uncertain. Congress
previously authorized $7.5 billion in funding specifically for charging stations. Although the new administration attempted to end this
program, there are still plenty of state level grants, tax credits and utility programs. Shorepower has been highly successful in obtaining
government contracts and incentives to deploy electric transportation infrastructure projects. Funds from the Merger have been expended,
primarily on expenses related to being public (legal, accounting and disclosures). Future funding will come from revenues generated from
the business or additional investment. We have already been awarded approximately $1,000,000 in grant funding that should start to be
distributed in 2026. We are also continuing to upgrade the control system at existing sites to generate interim income until charging
station upgrades generate increased revenue and we are awarded additional government contracts and/or grants. We estimate that 20% to
50% of infrastructure build-out costs will have to be contributed by investors and revenues generated from the business, depending on
the desired speed of the build out, grant cost share requirements and electric vehicle demand (based on number of electric vehicles produced).
For example, if we are successful in securing $10 million in grants, we may need to contribute $2 million or more in cost share. We believe
that our 20 years of experience in the transportation electrification space provide a competitive advantage in what we anticipate to
be an explosive growth period in the electric vehicle industry.

4

Key
Products and Markets

We
offer a line of transportation electrification stations that allow all types of vehicles to reduce petroleum consumptions whether for
reducing engine idling or charging electric vehicles. Our commercial products are all made with stainless steel enclosures designed to
offer decades of service. We already have some stations that have been operational for over 15 years and several hundred have been in
service for more than 10 years. Depending on the environment and climate the internal electronics are designed to last at least 5-10
years but can last much longer. All components are serviceable, so it is not necessary to replace the entire station even if one component
is damaged.

Our
Shorepower Truck Stop Electrification (TSE) pedestals provide power and entertainment services to long haul truck drivers during rest
periods at truck stops, fuel depots, rest areas, staging areas, warehouses and anywhere trucks and RVs park for extended periods. The
unit’s robust design provides years of operation in harsh environments with relatively low maintenance. These energy vending machines
track, control and allow payment for energy when tied into our back-office system. The Shorepower TSE station is an outdoor-rated unit
constructed with high-grade stainless steel. It is typically mounted to a concrete pad with the supplied base plate. Each Shorepower
TSE stations can service up to four vehicles depending on configuration.

5

Shorepower’s
electric-standby Transport Refrigeration Unit (eTRU) station provides easy access to higher power refrigerated trailers with electric-standby.
This allows them to run on electricity rather than diesel while stopped, staging or loading/unloading. This provides a clean efficient
energy source for refrigerated loads such as ice cream, meats, vegetables, pharmaceuticals and other frozen goods. This unit typically
mounts below the standard TSE station but is also available as a stand-alone or wall mounted station.

Additionally,
we offer on-board equipment to ensure our customers can utilize the TSE facilities we have in place. Accessories we offer include portable
heaters, heavy-duty extension cords and cab wiring kits. Shorepower supplies standard 110v AC and 208v power. Customers can use any off-the-shelf
electric appliance to make life on the road comfortable and convenient: heaters, coffeemakers, microwave ovens, hand-held vacuums, chargers,
computers, cell phone chargers, power tools, etc.

Locations

We
have 60 TSE facilities throughout the country along major Interstates. These sites provide a cost effective solution to reducing truck
engine idling. Primary corridors include Interstate 5 (I-5) on the West Coast, I-95 on the East Coast, I-80/I-90 in the North, I-10/I-20
in the South and other major interconnecting Interstates and US highways in between. These same facilities will be the first candidates
for upgrading to electric vehicle charging stations. We have an established network of facilities that can easily and cost-effectively
be upgraded in the short-term.

6

Growth
Strategies

Our
growth strategies to continue to play a leadership role in EV charging are as follows:

Accelerate
new product offerings.

We
intend to have a leadership position with continued efficient investment in product development. We currently manufacture and sell TSE,
eTRU and Level 2 charging stations. We recently launched a medium speed cost-effective DC fast charger. We also recently developed a
cost-effective Level 2 charging station to be competitive with other chargers imported from Asia. This product will be launched in the
next quarter. More information on these efforts is provided in the “research and development” section below.

Invest
incrementally in marketing and sales.

We
intend to continue to attract new customers and pursue a business model which attracts new customers to our charging stations and encourages
existing customers to increase their charging footprint over time as EV penetration increases.

Pursue
Strategic Acquisitions.

We
intend to explore potential high-quality merger opportunities in this dynamic marketplace both domestically and overseas. Merger candidates
include charging station companies, electrical contractors, alternative fuel equipment suppliers and truck stop electrification (TSE)
providers. An electrical contracting business, for example, would allow us to both sell charging stations and install them without having
to use subcontractors.

Manufacturing

We
have established strong commercial relationships over the decades in which we have been doing business in the transportation electrification
industry. We have designed many of the products that we use, including our comprehensive payment, monitoring and control system with
web base management. The majority of our hardware products are manufactured in Oregon and Michigan. Components are sourced from a number
of global suppliers, with concentrations in the United States and Asia. We work proactively with piece part and final assembly supply
partners. We prepare factories for new products, establish and monitor quality control points, plan ongoing production and issues purchase
orders. Most of our major components are manufactured in the U.S. which will give us strategic advantage for qualifying for grants in
the United States.

Government
Regulation and Incentives

State,
regional and local regulations for installation of EV charging stations vary from jurisdiction to jurisdiction and may include permitting
requirements, inspection requirements, licensing of contractors and certifications as examples. Compliance with such regulations may
cause installation delays.

OSHA

We
are subject to the Occupational Safety and Health Act of 1970, as amended (“OSHA”). OSHA establishes certain employer responsibilities,
including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated
by OSHA and various record keeping, disclosure and procedural requirements. Various standards, including standards for notices of hazards,
safety in excavation and demolition work and the handling of asbestos, may apply to our operations. We are in full compliance with OSHA
regulations.

NEMA

The
National Electrical Manufacturers Association (“NEMA”) is the association of electrical equipment and medical imaging manufacturers.
NEMA provides a forum for the development of technical standards that are in the best interests of the industry and users, advocacy of
industry policies on legislative and regulatory matters, and collection, analysis, and dissemination of industry data. Our products comply
with the NEMA standards that are applicable to such products.

7

NRTL
Certification

Our
stations are certified by a Nationally Recognized Testing Laboratory (NRTL). A Nationally Recognized Testing Laboratory (NRTL) is a private-sector
organization that OSHA has recognized as meeting the legal requirements in 29 CFR 1910.7 to perform testing and certification of products
using consensus-based test standards We use Intertek Testing Laboratories and Underwriters Laboratories (UL) to certify that our products
are safe and use consistent manufacturing processes. Most permitting jurisdictions require NRTL certification on products installed in
their territory.

CAFE
Standards

The
regulations mandated by the Corporate Average Fuel Economy (“CAFE”) standards set the average new vehicle fuel economy, as
weighted by sales, that a manufacturer’s fleet must achieve. Although we are not a car manufacturer and are thus not directly subject
to the CAFE standards, we believe such standards may have a material effect on its business. The Energy Independence and Security Act
of 2007 raised the fuel economy standards of America’s cars, light trucks and sport utility vehicles to a combined average of at
least 35 miles per gallon by 2020—a 10 miles per gallon increase over 2007 levels—and required standards to be met at maximum
feasible levels through 2030. Building on the success of the first phase of the National Program, the second phase of fuel economy and
global warming pollution standards for light duty vehicles covers model years 2017–2025. These standards were finalized by the
U.S. Environmental Protection Agency (“EPA”) and NHTSA in August 2012. These standards would have required a reduction in
average carbon dioxide emissions of new passenger cars and light trucks to 163 grams per mile (g/mi) in model year 2025. Manufacturers
may choose to comply with these standards by manufacturing more EVs which would mean that more charging stations will be needed.

However,
in April 2020, EPA and NHTSA finalized the Safer Affordable Fuel-Efficient Vehicles Rule, which reformulated the required reductions,
establishing average carbon dioxide emissions of new passenger cars and light trucks of 240 g/mi in model year 2026. Several states and
groups have announced intentions to sue the U.S. government over this reformulation, so the final CAFE standards cannot currently be
predicted with any certainty. However, to the extent fuel-efficiency standards are decreasing, this may result in less demand for EVs
and, in turn, charging stations of the type we manufacture. Additionally, the new administration may roll back these regulations.

Waste
Handling and Disposal

We
are subject to laws and regulations regarding the handling and disposal of hazardous substances and solid wastes, including electronic
wastes and batteries. These laws generally regulate the generation, storage, treatment, transportation and disposal of solid and hazardous
waste, and may impose strict, joint and several liability for the investigation and remediation of areas where hazardous substances may
have been released or disposed. For instance, CERCLA, also known as the Superfund law, in the United States and comparable state laws
impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed to
the release of a hazardous substance into the environment. These persons include current and prior owners or operators of the site where
the release occurred as well as companies that disposed or arranged for the disposal of hazardous substances found at the site. Under
CERCLA, these persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that
have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes
the EPA and, in some instances, third-parties to act in response to threats to the public health or the environment and to seek to recover
from the responsible classes of persons the costs they incur. We may handle hazardous substances within the meaning of CERCLA, or similar
state statutes, in the course of ordinary operations and, as a result, may be jointly and severally liable under CERCLA for all or part
of the costs required to clean up sites at which these hazardous substances have been released into the environment.

We
also generate solid wastes, which may include hazardous wastes that are subject to the requirements of the Resource Conservation and
Recovery Act (“RCRA”) and comparable state statutes. While RCRA regulates both solid and hazardous wastes, it imposes strict
requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. Certain components of our products
are excluded from RCRA’s hazardous waste regulations, provided certain requirements are met. However, if these components do not
meet all of the established requirements for the exclusion, or if the requirements for the exclusion change, we may be required to treat
such products as hazardous waste, which are subject to more rigorous and costly disposal requirements. Any such changes in the laws and
regulations, or our ability to qualify the materials it uses for exclusions under such laws and regulations, could adversely affect our
operating expenses.

8

Research
and Development

We
have invested a significant amount of time and expense into research and development of our charging technologies. Our ability to compete
with other charging companies depends in part on our ongoing research and development activities. Our research and development team is
composed of several consultants who are responsible for the design, development, manufacturing and testing of our products. We focus
our efforts on developing charging hardware and developing the technology to support our software subscriptions and support services.

Our
hardware research and development is principally conducted in Oregon and Michigan. We currently manufacture our own TSE and Level 2 charging
stations. We recently launched our own certified medium speed DC fast chargers. We teamed up with a third-party software company to provide
the latest OCPP (industry standard) compatible features that include state of the art back office hosting and smartphone app. Our engineers
are working on a higher-speed DC fast charger that could include internal battery energy storage. This product will have advantages over
standard DC fast chargers in that it will require much lower input power requirements and can charge vehicles even if there is a power
outage, since it has its own battery energy source. Standard DC fast chargers usually require power upgrades and new utility services
which are expensive and time consuming. Our self-contained DC fast charger could be transported to the host-site and immediately be used
to charge vehicles. It could even be used at temporary venues such as concerts and sporting events with the optional solar array. The
internal battery storage can be charged at off-peak hours, then later be used to charge vehicles during high demand periods. The internal
battery storage can also be charged with excess wind energy (or other renewables) which can help stabilize the grid and make more efficient
use of unused solar and wind energy. We have submitted grant applications valued at over $500,000 to help develop this product.

Intellectual
Property

We
rely on a combination of patent, trademark, copyright, unfair competition and trade secret laws, as well as confidentiality procedures
and contractual restrictions, to establish, maintain and protect its proprietary rights. Our success depends in part upon its ability
to obtain and maintain proprietary protection for our products, technology and know-how, to operate without infringing the proprietary
rights of others, and to prevent others from infringing our proprietary rights. As of January 15, 2023, we filed for one U.S. patent
that was abandoned. Should we file for any future patents that are issued to us, they may be challenged, invalidated or circumvented
and may not provide sufficiently broad protection and may not prove to be enforceable in actions against alleged infringers.

We
enter into agreements with our employees, contractors, customers, partners and other parties with which we do business to limit access
to and disclosure of our technology and other proprietary information. We cannot be certain that the steps it has taken will be sufficient
or effective to prevent the unauthorized access, use, copying or the reverse engineering of our technology and other proprietary information,
including by third-parties who may use our technology or other proprietary information to develop products and services that compete
with us. Moreover, others may independently develop technologies that are competitive with us or that infringe on, misappropriate or
otherwise violate our intellectual property and proprietary rights, and policing the unauthorized use of our intellectual property and
proprietary rights can be difficult. The enforcement of our intellectual property and proprietary rights also depends on any legal actions
we may bring against any such parties being successful, but these actions are costly, time-consuming and may not be successful, even
when our rights have been infringed, misappropriated or otherwise violated.

We
intend to continue to regularly assess opportunities for seeking patent protection for those aspects of our technology, designs and methodologies
that we believe provide a meaningful competitive advantage. However, our ability to do so may be limited until such time as it is able
to generate cash flow from operations or otherwise raise sufficient capital to continue to invest in our intellectual property. For example,
maintaining patents in the United States and other countries requires the payment of maintenance fees which, if we are unable to pay,
may result in loss of our patent rights as previously occurred. If we are unable to do so, our ability to protect our intellectual property
or prevent others from infringing our proprietary rights may be impaired.

9

Facilities

Shorepower’s
headquarters are located in Hillsboro, Oregon, in the Portland metro area, where we currently utilize shared office and shop space with
a monthly lease term. We believe this space is sufficient to meet our needs for the foreseeable future and that any additional space
we may require in Oregon will be available on commercially reasonable terms. We also occupy a warehouse in Ferndale, Michigan near Detroit
on a month-to-month basis. This building has space to expand as needed for offices, manufacturing and assembly. We plan on updating this
facility to add office space and a light assembly area as required.

Employees

We
currently have two employees, Jeff Kim, and a technician. We currently use consultants to perform bookkeeping, accounting, engineering
and installation services. The use of consultants and contractors has enabled us to keep overhead costs low by utilizing resources as
needed. However, we expect to employ additional personnel following receipt of sufficient funding to do so as discussed above. We will
strive to offer competitive employee compensation and benefits in order to attract and retain a skilled and diverse workforce. Since
the Merger, we hired the following consultants: a business development specialist with grant writing expertise, an engineer for R&D
of new products and updates to current products and a CPA to aid in preparing financial statements.

Legal
Proceedings

We
are not party to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident
to the ordinary course of business. Regardless of the outcome, such proceedings or claims can have an adverse impact on us because of
defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be
obtained.