FORM 1-A OFFERING CIRCULAR

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT.

THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE.

THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING INVESTORS A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE SALE THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

DATED OCTOBER 30, 2025

FOR

FRONTIERAS NORTH AMERICA, INC., A WYOMING CORPORATION

1000 Main Street Suite 2300

Houston, TX 77002

(602) 509-0950

www.frontieras.com

UP TO 3,387,533 SHARES OF CLASS C COMMON STOCK

Minimum Purchase per Investor: 136 shares of non-voting Class C Common Stock ($1,003.68), plus a 3% Investor Processing Fee.

Frontieras North America, Inc. ("Frontieras," "Company," “Issuer,” "we," "us," or "our") is offering a minimum amount of 13,551 shares of our non-voting Class C Common Stock (our “Class C Common Stock” or the “Securities”) at a price of $7.38 per share for gross proceeds of not less than $103,006.38 (the “Target Offering Amount”) and up to 3,387,533 shares of our non-voting Class C Common Stock (“Class C Common Stock”) at a price of $7.38 per share, for a Maximum Offering Amount of $25,749,993.35(the “Maximum Offering Amount”). The Company will charge investors a fee (“Investor Processing Fee”) of 3% of their investment amounts up to a maximum fee of $80 per transaction. The Target Offering Amount and Maximum Offering Amount includes the Investor Processing Fee total for all investments. The Company must raise an amount equal to or greater than the Target Offering Amount by the date that is twelve months from the date this offering is qualified by the SEC (the “Offering Deadline”). Unless the Company receives investment commitments, which are fully paid for and meet all other requirements set by this Offering, in an amount not less than the Target Offering Amount by the Offering Deadline, no Securities will be sold in this Offering, all investment commitments will be cancelled, and all committed funds will be returned. For more information on the securities offered hereby, please see the item titled “Securities Being Offered” on page 72.

The minimum investment amount is $1,003.68, plus a 3% processing fee per investor. Investors cannot purchase fractional shares of Class C Common Stock. Investors whose purchase of Class C Common Stock is accepted shall be referred to herein individually as a "Stockholder" or collectively as the "Stockholders." Stockholders of the Company shall be subject to the terms of the Articles of Incorporation and the Amendment to the Articles of Incorporation thereto (collectively, the "Articles of Incorporation") (see Exhibits 2.1 - Articles of Incorporation, Exhibit 2.2 - Articles of Amendment and Article V Text), and the Bylaws of the Company (the "Bylaws") (see Exhibit 2.3 - Bylaws of Frontieras North America (collectively, the "Governing Documents").

The sale of Shares will commence within two calendar days from when this Offering statement (as may be amended, this "Offering Statement") is qualified by the SEC. The Shares will be sold on a "best efforts" and ongoing basis to investors who meet the Investor Suitability standards as set forth herein (the "Offering").  The Offering will terminate on the earliest to occur of (i) the date subscriptions for the Maximum Offering Amount have been accepted, (ii) the date which is three years from the date our Offering Statement, as amended, is initially qualified by the Commission, or (iii) any earlier date on which we elect to terminate the offering.

The Company has authorized 500,000,000 shares of Class A Common Stock, 250,000,000 shares of Class B Common Stock, and 250,000,000 shares of Class C Common Stock. Our affiliate, Frontier Applied Sciences, Inc.("FAS") together with our executive officers and directors beneficially own or control, directly or indirectly, Class B Common Stock ("Class B Common Stock") shares. Class B Common Stock shares entitle the holder to ten (10) votes per Class B Common Stock share, which is ten (10) times the voting power of the Class A Common Stock.  Other than voting rights, the Company's Class C Common Stock and Class A Common Stock have the same rights, preferences and privileges.

(1) The Company has engaged DealMaker Securities, LLC, a FINRA/SIPC registered broker-dealer ("Broker") and its affiliates, to perform broker-dealer administrative and compliance related functions in connection with this offering. The Broker does not purchase any securities from the issuer with a view to sell those for the issuer as part of the distribution of the security. We will pay accountable expenses of $10,000 per month not to exceed $30,000 prior to the commencement of the Offering.  Once the Offering commences, we will pay $10,000 per month, and up to $250,000 for supplemental marketing not to exceed $322,000.  The Broker will also receive up to 4.5% of the amount raised from the sale of Shares in this Offering. Please see "Plan of Distribution" for additional information.

(2) Each investor will be required to pay an Investor Processing Fee to the Company at the time of subscription to help offset transaction costs equal to 3.0% of the subscription price per Share, up to a maximum fee of $80 per transaction. No Shares will be issued in consideration for the Investor Processing Fee. The Broker and its affiliates will receive compensation on this fee. The Investor Processing Fee will be counted towards the Maximum Offering Amount and the individual investor limitations for non-accredited investors. The Investor Processing Fee will be rounded to the nearest whole dollar. The Company may waive the requirement to pay the Investor Processing Fee, on a case-by-case basis, for any reason or no reason at all. See "Plan of Distribution" for more details.

(3) Total proceeds to be raised by the Company include up to $24,999,992.63 from the sale of Shares and up to $749,999.81 in Investor Processing Fees to the Company.

Our common stock is not listed on any national securities exchange, quotation system or the Nasdaq stock market and there is no market for our securities. There is no guarantee, and it is unlikely, that an active trading market will develop in our securities.

This Offering is being made pursuant to Tier 2 of Regulation A (Regulation A Plus), following the Form 1-A offering circular disclosure format.

Investing in our shares of non-voting Class C Common Stock is speculative and involves substantial risk. You should purchase these securities only if you can afford a complete loss of your investment. See "Risk Factors" to read about the more significant risks you should consider before buying our shares of Class C Common Stock.

In offering the shares of Class C Common Stock on behalf of the Company, our Officers will rely on the safe harbor from broker-dealer registration set forth in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC") DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THAT INFORMATION AND THOSE REPRESENTATIONS SPECIFICALLY CONTAINED IN THIS OFFERING CIRCULAR; ANY OTHER INFORMATION OR REPRESENTATIONS SHOULD NOT BE RELIED UPON. ANY PROSPECTIVE PURCHASER OF THE SECURITIES WHO RECEIVES ANY OTHER INFORMATION OR REPRESENTATIONS SHOULD CONTACT THE COMPANY IMMEDIATELY TO DETERMINE THE ACCURACY OF SUCH INFORMATION AND REPRESENTATIONS. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALES HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR IN THE INFORMATION SET FORTH HEREIN SINCE THE DATE OF THIS OFFERING CIRCULAR SET FORTH ABOVE.

PROSPECTIVE PURCHASERS SHOULD NOT REGARD THE CONTENTS OF THIS OFFERING CIRCULAR OR ANY OTHER COMMUNICATION FROM THE COMPANY AS A SUBSTITUTE FOR CAREFUL AND INDEPENDENT TAX AND FINANCIAL PLANNING. EACH POTENTIAL INVESTOR IS ENCOURAGED TO CONSULT WITH HIS, HER OR ITS OWN INDEPENDENT LEGAL COUNSEL, ACCOUNTANT AND OTHER PROFESSIONALS WITH RESPECT TO THE LEGAL AND TAX ASPECTS OF THIS INVESTMENT AND WITH SPECIFIC REFERENCE TO HIS, HER OR ITS OWN TAX SITUATION, PRIOR TO SUBSCRIBING FOR SHARES OF CLASS C COMMON STOCK. THE PURCHASE OF SHARES OF CLASS C COMMON STOCK BY AN INDIVIDUAL RETIREMENT ACCOUNT, KEOGH PLAN OR OTHER QUALIFIED RETIREMENT PLAN INVOLVES SPECIAL TAX RISKS AND OTHER CONSIDERATIONS THAT SHOULD BE CAREFULLY CONSIDERED.

THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR HAS BEEN SUPPLIED BY THE COMPANY. THIS OFFERING CIRCULAR CONTAINS SUMMARIES OF DOCUMENTS NOT CONTAINED IN THIS OFFERING CIRCULAR, BUT ALL SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCES TO THE ACTUAL DOCUMENTS. COPIES OF DOCUMENTS REFERRED TO IN THIS OFFERING CIRCULAR, BUT NOT INCLUDED AS AN EXHIBIT, WILL BE MADE AVAILABLE TO QUALIFIED PROSPECTIVE INVESTORS UPON REQUEST. RULE 251(D)(3)(I)(F) DISCLOSURE. RULE 251(D)(3)(I)((F) PERMITS REGULATION A OFFERINGS TO CONDUCT ONGOING CONTINUOUS OFFERINGS OF SECURITIES FOR MORE THAN THIRTY (30) DAYS AFTER THE QUALIFICATION DATE IF: (1) THE OFFERING COMMENCES WITHIN TWO (2) DAYS AFTER THE QUALIFICATION DATE; (2) THE OFFERING WILL BE MADE ON A CONTINUOUS AND ONGOING BASIS FOR A PERIOD THAT MAY BE IN EXCESS OF THIRTY (30) DAYS FROM THE INITIAL QUALIFICATION DATE; (3) THE OFFERING WILL BE IN AN AMOUNT THAT, AT THE TIME THE OFFERING CIRCULAR IS QUALIFIED, IS REASONABLY EXPECTED TO BE OFFERED AND SOLD WITHIN TWO (2) YEARS FROM THE INITIAL QUALIFICATION DATE; AND (4) THE SECURITIES MAY BE OFFERED AND SOLD ONLY IF NOT MORE THAN THREE (3) YEARS HAVE ELAPSED SINCE THE INITIAL QUALIFICATION DATE OF THE OFFERING, UNLESS A NEW OFFERING CIRCULAR IS SUBMITTED AND FILED BY THE COMPANY PURSUANT TO RULE 251(D)(3)(I)((F) WITH THE SEC COVERING THE REMAINING SECURITIES OFFERED UNDER THE PREVIOUS OFFERING; THEN THE SECURITIES MAY CONTINUE TO BE OFFERED AND SOLD UNTIL THE EARLIER OF THE QUALIFICATION DATE OF THE NEW OFFERING CIRCULAR OR THE ONE HUNDRED EIGHTY (180) CALENDAR DAYS AFTER THE THIRD ANNIVERSARY OF THE INITIAL QUALIFICATION DATE OF THE PRIOR OFFERING CIRCULAR.

THE COMPANY INTENDS TO OFFER SHARES OF CLASS C COMMON STOCK DESCRIBED HEREIN ON A CONTINUOUS AND ONGOING BASIS PURSUANT TO RULE 251(D)(3)(I)(F).

The use of projections or forecasts in this Offering is prohibited. No one is permitted to make any oral or written predictions about the cash benefits or tax consequences you will receive from your investment in our shares of Class C Common Stock.

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than ten (10%) percent of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, Investors are encouraged to review rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, investors are encouraged to refer to www.investor.gov.

The date of this Offering Circular is October 30, 2025.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This offering circular (this "Offering Circular") contains forward-looking statements that are based on our management's beliefs and assumptions and on information currently available to our management. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as "anticipates," "believes," "could," "seeks," "estimates," "intends," "may," "plans," "potential," "predicts," "projects," "should," "will," "would" or similar expressions and the negatives of those terms. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The Company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events.

TABLE OF CONTENTS

SUMMARY

This summary highlights information contained elsewhere in this Offering Circular. This summary does not contain all of the information that you should consider before investing in our non-voting Class C Common Stock. You should read this entire Offering Circular carefully, including the "Risk Factors" section and our financial statements and the related notes included in this Offering Circular, before making an investment decision.

The Company

Frontieras North America, Inc. is a Wyoming corporation formed on March 25, 2021. The Company's business office is located in Houston, Texas, with additional operations in Scottsdale, Arizona. Frontieras is an affiliate of Frontier Applied Sciences, Inc. ("FAS"), a Nevada corporation. Frontieras operates as an advanced-materials technology development company focused primarily on the energy sector.

Our Business

Frontieras plans to develop refineries which will use our proprietary FASForm™ technology, an advanced form of coal processing that we believe is safer, cleaner, more efficient, and less expensive to build and operate than other coal reformation facilities. This technology, which we license exclusively from FAS for North America, uses a solid-vapor reactive fractionator process that does not consume coal but instead purifies and reforms it by extracting volatiles, moisture, and contaminants.

The primary products produced through our technology include:

• FASCarbon™ - A cleaner, high-energy solid carbon product

• Liquid hydrocarbons (diesel, naphtha, kerosene)

• Hydrogen and methane

• Byproducts including sulfuric acid and fertilizer

We plan to construct our first commercial-scale facility in Mason County, West Virginia, on a 183.4-acre site for which we currently hold an option to purchase. We have secured a 10-year feedstock agreement for up to 27 million tons of Pittsburgh #8 coal and have executed offtake agreements for 100% of our planned production.

Offering Summary

Previous and Current Capital Raises

The Company has previously raised capital through several offerings:

• Reg CF offering: $4,601,902 (closed April, 2025)

• Reg CF offering (1): $389,405+ (in progress - commenced September, 2025)

• Reg D 506(c) offering (2): Up to $15,000,000 (in progress - commenced June 9, 2025)

• Reg D 506(b) 2024-2025 offering: $1,260,000 (closed March 31, 2025)

• Reg D 506(b) 2023 Convertible Notes (3): $744,643 (closed various dates in 2023)

• Reg D 506(b) 2022-2023 offering: approximately $850,000 (closed December 31, 2023)

(1) The Company intends to terminate this Reg CF offering promptly upon the qualification of this Regulation A Offering and will not accept new Reg CF commitments thereafter.

(2) The Company intends this Reg D 506(c) offering to continue concurrently with the Regulation A Offering.

(3) These notes were settled through an option agreement with FAS, where noteholders applied proceeds to acquire options for FAS shares and additional Company shares held by FAS.  This increased FAS’s capital account in the Company by $744,643 as a contribution, with no dilution from new issuances. See MD&A and Note 4 to the unaudited interim financial statements for further details.

Each of the current open Reg CF and Reg D 506(c) offerings are conducted on a standalone basis, through separate webpages and subscription flows, at different price points and to different investor audiences. No investor's ability to participate in one offering is conditioned on participation in another. The Company will not cross-direct prospective investors between offerings and will maintain distinct marketing, legends and disclosure sets for each, to minimize any risk of "integration" across exemptions.

Corporate Information

Our principal executive offices are located at 1000 Main Street Suite 2300, Houston, TX 77002, and our telephone number is (602) 509-0950. Our website address is www.frontieras.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this Offering Circular.

RISK FACTORS

Investing in our Class C Common Shares involves a high degree of risk and is suitable only for investors who can afford to lose their entire investment. You should carefully read all of the risk factors set forth below, together with the other information in this Offering Circular, before deciding whether to purchase the Shares. Additional risks and uncertainties that we do not currently know or that we now deem immaterial may also impair our business.

Forward-looking statements. Many statements in this Offering Circular, including in this section, are forward-looking and involve substantial risks and uncertainties. These statements are qualified in their entirety by the “Cautionary Note Regarding Forward-Looking Statements” on page 6.

If any of the following risks occur, our business, financial condition and results of operations could be materially and adversely affected, and you could lose all or part of your investment.

General Risks Related to our Business and Operations

We have a limited operating history and have generated no revenue from operations. The Company was formed on March 25, 2021, as a Wyoming corporation and has not yet commenced commercial operations or generated any revenue. For the nine months ended June 30, 2025, we had a net loss of approximately $1,742,445 and an accumulated deficit of $3,705,817. Early-stage companies in heavily regulated industries often experience delays, cost overruns and unforeseen expenses that could materially increase the time before we become cash-flow positive.

Until our first commercial refinery reaches sustained operation, we will need to rely on additional equity and debt financings to fund working capital. If construction or commissioning take longer than planned, we could exhaust our cash resources well before we generate positive cash flow, forcing us to raise funds on dilutive terms or to curtail our business plan.

Our success depends entirely on the successful development and commercialization of our FASForm™ technology. We plan to develop refineries that will use our licensed patented FASForm™ technology for coal processing. Our entire business strategy is centered on this proprietary process. While the technology has completed 12-months of pilot testing, it has never operated at the planned commercial throughput of 7,500 tons per day. Scale-up risks include lower-than-expected thermal efficiency, refractory failure, and unanticipated emissions profiles. If we are unable to successfully develop, implement, or commercialize the FASForm™ technology, if the technology fails to perform as expected, or if we encounter significant technical, regulatory, or commercial challenges in deploying the technology, our business may fail. The FASForm™ technology, while validated by us through pilot testing, has not been proven at commercial scale, and we cannot assure you that we will be able to successfully scale the technology or that it will achieve the anticipated economic and environmental benefits at commercial scale.

We must raise and deploy approximately US $850 million before generating revenue, and adverse market conditions could block that funding. Our first commercial-scale refinery in Mason County, West Virginia, is estimated to cost approximately $850 million to develop and construct. We plan to finance this with approximately 20% equity ($170 million) and 80% debt ($680 million). Even if this Offering is fully subscribed, we will require substantial additional funding from various sources, including debt financing, equity offerings, and potentially strategic partnerships. The development timeline for our first facility extends over two years, during which we will have significant ongoing expenses but no revenue. There is no assurance that we will be able to raise the necessary capital on acceptable terms or at all, complete construction of our facilities on schedule or within budget, or successfully commission and operate our facilities once completed.

Rising interest rates or tightening credit conditions could increase our cost of capital and reduce project returns. Our plan assumes a substantial senior-debt component to finance construction of the first facility; while we currently have no outstanding debt and all prior convertible notes have been settled, future borrowings would be sensitive to benchmark rates and lender spreads. A 100-basis-point increase above our base-case assumptions would materially raise projected debt service and could require higher equity contributions, tighter covenants or additional collateral, delaying financial close or forcing us to seek dilutive equity.

We have not yet acquired the real estate for our first refinery and face risks related to site development. We have an amended Real Estate Option Agreement for approximately 183.4 acres in Mason County, West Virginia; the option currently expires on December 16, 2025. The purchase price is $25,000 per acre (approximately $4.6 million), and under the June 2025 amendment we are obligated to make non-refundable $50,000 monthly extension payments through closing, which are creditable to the purchase price. If we cannot raise sufficient funds from this Offering or obtain necessary debt financing to exercise the option and close, we may lose our rights to this site and need to identify alternative locations, which could result in significant delays and additional costs. Furthermore, even after acquiring the site, we face risks related to obtaining necessary permits, potential environmental issues, construction delays, cost overruns, and other development challenges. See Exhibit 6.2a - Real Estate Option Agreement and Exhibit 6.2b: Addendum No. 9 to Real Estate Option Agreement.

We face significant execution risks during construction and commissioning. Our first facility is projected to take 26 months from notice-to-proceed, but large industrial projects often experience cost overruns and delays. Shortages or price increases in skilled labor, specialty materials, or control systems could materially raise costs or extend schedules. If expenses exceed our 15% contingency or if commissioning reveals technical problems, we may need additional capital or to adjust offtake contracts. Because we rely on a single EPC consortium, contractor failure could require replacements on less favorable terms. Global supply-chain disruptions may also delay delivery of long-lead equipment, increasing carrying costs and reducing expected returns.

Our operations involve significant industrial hazards, and our insurance may not cover all potential losses.  Handling coal, high-temperature process streams, hydrogen and sulfuric acid exposes us to explosions, fires, toxic releases and cyber-intrusions and our insurance policies, when bound, may not cover all of these risks. The policies will likely exclude certain environmental liabilities and acts of terrorism. A major incident could result in injuries, environmental remediation obligations and prolonged business interruption. Uninsured or under-insured losses could exceed our balance sheet and force us into bankruptcy.

We rely on third-party rail and other logistics infrastructure that is not yet fully built out. Our plant site is adjacent to the CSX rail network, but a dedicated spur and loading facilities must be engineered, permitted and constructed before start-up. Similarly, we will barge products in and out of our site, but barge moorings must be designed, permitted and constructed prior to facility start-up. Delays caused by weather, labor disputes, or FRA permitting could prevent timely delivery of feedstock or shipment of finished products. Because we will also barge products on the Ohio River, low-water events or lock maintenance could further disrupt logistics. Prolonged interruptions could trigger force-majeure clauses or penalties under any offtake agreements we prospectively enter into.

Our business depends on securing a long-term coal supply agreement that has not been executed. We are negotiating for a multi-year contract to source Pittsburgh #8 coal, but no binding agreement is in place. If we cannot secure this agreement on acceptable terms, or if the supplier defaults, faces operational issues, or if coal prices rise significantly, our ability to operate economically could be materially impaired.

We are exposed to commodity price volatility, and our planned offtake agreements are not yet finalized. We have not yet executed binding multi-year agreements for the sale of our planned production. Even if finalized, pricing is expected to be tied to global benchmarks, which could result in reduced cash flow and an inability to service debt during downturns. Short-term swings may require additional borrowings to fund inventory or margin calls, and a prolonged decline in steel or transportation-fuel markets could lead counterparties to defer purchases or seek price concessions.

We may face intense competition from larger, well-funded energy companies and alternative technologies. Many incumbent refiners and chemical companies possess deeper financial resources, vertically integrated supply chains and established customer bases. They are actively developing cleaner coal, natural-gas and renewable alternatives that may achieve lower carbon intensity at lower cost. If a competitor commercializes a superior low-carbon process before we achieve scale, we could lose market share, face lower margins, and find it difficult to finance additional projects.

Our management team has never operated a commercial-scale coal-refining facility, and we may struggle to hire qualified personnel. Our management team, while experienced in related industries, has never operated a commercial-scale refining facility like the one we plan to build. Accordingly, we plan to mitigate this risk by hiring a nationally recognized Operations & Maintenance (O&M) firm, Consolidated Asset Management Services ("CAMS") to operate the facility on our behalf. CAMS must recruit approximately 25-30 skilled operators, maintenance staff and safety professionals in a competitive labor market.  If CAMS cannot attract or retain key personnel-or if organized-labor actions disrupt operations-commissioning could be delayed and ongoing operations could suffer reduced reliability and higher costs. Furthermore, our operational success will depend on CAMS' ability to establish effective operational protocols, train personnel, ensure safety compliance, maintain equipment, and manage complex industrial processes.

Severe weather, force-majeure events and cybersecurity threats could cause prolonged outages beyond our insurance coverage.  Our Mason County site lies within the Ohio River Valley, an area susceptible to floods, severe storms and extreme temperature swings. Climate change may increase the frequency or severity of such events. We intend to carry business-interruption insurance, but deductibles and exclusion clauses could leave us under-insured.  As critical infrastructure, the facility could also be a target for cyber-intrusions or terrorist acts. A successful cyberattack on our process-control systems could trigger safety shutdowns, environmental releases or long outages, any of which could materially impair our financial performance.

Conflicts of interest and related-party transactions with Frontier Applied Sciences, Inc. ("FAS") may result in decisions that are not in the best interests of all shareholders. FAS owns approximately 26.8% of our outstanding shares and, through Class B super-majority shares held by our founders, FAS and our Founders together control about 94.6 % of Frontieras's voting rights. All three of our directors and several senior officers hold similar positions at FAS, giving FAS significant influence over decisions involving inter-company royalties, cost-sharing arrangements, service agreements and any future amendments to those arrangements. Subject to any fiduciary duties owed to our other shareholders under Wyoming law, FAS and its affiliates will be able to exercise complete influence over matters requiring shareholder approval, including the election of directors and approval of significant Company transactions, and will have control over the Company's management and policies. As such, FAS and its affiliates may have interests that are different from yours. For example, they may support proposals and actions with which you may disagree. The concentration of voting ownership could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price potential investors are willing to pay for the Company. In addition, FAS and its affiliates could use their voting influence to maintain the Company's existing management, delay or prevent changes in control of the Company, issue additional securities which may dilute you, repurchase securities of the Company, enter into transactions with related parties or support or reject other management and board proposals that are subject to shareholder approval.

Although we intend to recruit additional independent directors before construction financing, a board influenced by FAS affiliates may approve terms that favor FAS over our other shareholders. Potential conflicts include the timing and amount of royalty payments, allocation of overhead costs and prioritization of process improvements developed by FAS. The risk that our interests diverge from those of FAS is heightened by our reliance on FAS's proprietary technology, the termination risk of which is discussed under "Risks Related to Our Intellectual Property and Technology." Decisions driven by related-party considerations could reduce margins, restrict cash flow or otherwise impair the value of your investment.

Risks Related to Our Industry and Our Suppliers

Changes in coal-mining regulation could interrupt our feed-stock supply or materially increase its cost.  Coal mining in the United States is governed by an extensive and evolving framework of federal, state and local laws covering mine-safety, land use, water-quality, reclamation, greenhouse-gas ("GHG") emissions and worker benefits. Our supplier must maintain numerous permits and approvals and comply with regulations administered by MSHA, the Office of Surface Mining, and state environmental agencies. Amendments to these rules-or new carbon-pricing or royalty schemes-could "delay or otherwise directly adversely affect our suppliers and, indirectly, our operations."

Should future legislation tighten GHG limits, impose higher reclamation bonding, or reinstate rules such as the 2016 "Stream Protection Rule," mining costs could rise or production volumes could be curtailed. If our supplier's permits are delayed, suspended or revoked, deliveries under anticipated coal contracts could fall short of required tonnage. We might then be forced to buy coal on the spot market-potentially at prices exceeding our refinery's economic breakeven-or to shut down operations until supply is restored.

Labor disputes, safety incidents or geologic problems at our coal suppliers could severely curtail deliveries to us.  Coal production is labor-intensive and historically subject to strikes, accident-related shutdowns and unexpected geologic events such as roof falls or methane outbursts. Suppliers' mines face significant operational risks, some of which are outside of their control…many of which are not covered fully, or in some cases even partially, by insurance. Our long-term arrangements may not obligate the mine to make up tonnage lost to force-majeure events or compensate us for downstream losses.

A strike of even a few weeks could disrupt the steady-state feed rate our process requires, forcing us to reduce throughput below nameplate capacity. Extended interruptions could also trigger penalties or termination rights under our offtake agreements, further harming cash flow.

Risks Related to Our Intellectual Property and Technology.

We rely on a single 25-year, exclusive license from Frontier Applies Sciences, Inc. ("FAS"); termination or default would cripple our business.  On July 15, 2022 we entered into an exclusive U.S. and Canadian license with FAS that grants us the right to use and sub-license the FASForm™ patents and trademark in exchange for an annual fee per operating refinery; no royalties have yet been paid. Either party may terminate the license for specified breaches or insolvency; loss of the license would leave us without alternative technology and would likely require us to cease operations and impair project assets. This risk is somewhat mitigated by the fact that FAS and Frontieras share common management. See Exhibit 6.1 - License Agreement with Frontieras Applied Sciences, dated July 15, 2022.

Our licensed patent protection may be insufficient or could expire before we realize a commercial return. FAS owns U.S. Patent 9,926,492 (granted 2018) and Canadian Patent 2,796,353 (granted 2017) covering the Solid-Carbon Fractionation process; related filings exist in eight other coal-producing nations and disclosures have been made in 139 additional PCT countries. These process-based patents may be challenged, narrowed, invalidated or designed around, especially in jurisdictions with weaker IP enforcement. Key claims begin to expire in 2028. If competing technologies emerge or if courts limit the FASForm™ patent scope, we could lose pricing power and face reduced margins long before we have recouped the refinery's capital cost.

We could face costly infringement or misappropriation claims that divert resources and delay commercialization. The coal-conversion and advanced-materials fields are crowded with overlapping patents. Other companies may claim we infringe their IP and that litigation could force us to stop or delay selling product, pay damages or enter into royalty agreements. Even unfounded claims could cause us to expend significant legal fees and management time, delaying project milestones and increasing financing needs. An adverse judgment could bar us from using critical process steps or impose ongoing royalties that erode profitability.

Our trade-secret and cybersecurity protections may be inadequate to prevent loss of proprietary know-how. Beyond patents, FASForm™ depends on confidential process parameters, software logic and operating data stored in digital control systems. We rely on non-disclosure agreements, limited-access protocols and standard IT safeguards; however, insiders or cyber-intruders could still misappropriate key know-how. Once disclosed, trade secrets may lose protection permanently, enabling competitors to replicate our process without paying royalties. A successful cyberattack could also corrupt control recipes, cause safety shutdowns and trigger environmental liabilities. We intend to carry cyber-risk insurance but it may be insufficient to cover a major event.

Risks Related to Regulation, Permitting and Litigation

We must obtain and maintain multiple federal, state and local permits; delay, suspension or revocation of any key permit could halt the project. The refinery requires air-emissions, wastewater-discharge, storm-water, wetlands, endangered-species and hazard-materials permits from the West Virginia Department of Environmental Protection, the U.S. Army Corps of Engineers and the U.S. Environmental Protection Agency. Public-notice and comment periods expose the permits to challenge by environmental groups or neighboring property owners. If any permit is delayed, suspended or revoked, construction could stop and we could incur standby costs that exhaust working capital before the plant generates revenue.

Risks Related to This Regulation A Offering

The following risks arise from the structure, terms and mechanics of this Regulation A Tier 2 offering. They are distinct from the operational and industry risks described above. If any of these events occur, you could lose all or part of your investment, experience substantial dilution, or be unable to sell your securities.

If we do not raise sufficient capital, our business plans will be materially impaired. Even with our September 2024-April 2025 Regulation CF raise of approximately $4,601,715 and cash of approximately $2,091,609 as of June 30, 2025, the proceeds of this Offering-even at the maximum-will fund only land purchase and early engineering; we will still need to raise substantially more capital to complete construction of the first facility.

The offering price was arbitrarily determined and is not the result of arm's-length negotiation.  The $7.38 per Share price was set by our Board in its sole discretion after considering factors such as capital needs, comparable private-market transactions and desired post-money ownership percentages. The price bears no direct relationship to book value, assets, earnings or any established trading market. As a result, purchasers in this Offering could pay a price significantly higher than the intrinsic value of the Shares on the date of purchase.

There is no public market for our shares and none may develop. Our Class C Common Shares are not listed on any national securities exchange or quoted on any alternative trading system. Even if we later apply for a listing, there can be no assurance the application will be approved or that we will satisfy continued-listing standards. The share purchase agreement described above is contingent on a public listing and does not obligate any broker-dealer to make a market in the shares; consequently, investors may be forced to hold the Shares for an indefinite period and should not expect to liquidate their investment on favorable terms-if at all.

Conducting concurrent exempt offerings could be deemed integrated with this offering, which could impair our ability to rely on exemptions and require us to modify, suspend, or rescind sales. We have conducted, and may continue to conduct, other exempt offerings while this Regulation A Offering is in market, including a Rule 506(c) offering that commenced June 9, 2025. If multiple offerings were viewed as part of a single plan of financing, a regulator could assert that sales should be "integrated," which could adversely affect the availability of one or more exemptions. We have adopted structural and procedural safeguards to minimize this risk-separate webpages and subscription flows, tailored communications to distinct investor audiences, no cross-conditioning, and stand-alone acceptance of subscriptions-and we intend to terminate the September 2025 Reg CF offering no later than the date of qualification of this Regulation A Offering. Nevertheless, an adverse integration determination could affect one or more exemptions. See "-Plan of Distribution-Concurrent offerings; integration safeguards," and "Previous and Current Capital Raises."

Sales of additional securities-including draws under our share purchase agreement-will dilute existing shareholders and could depress the share price.  In November 2024, we entered into a share purchase agreement with an investor for up to $150,000,000 of our Class A Common Stock, exercisable only after a public listing. Draws are priced at 90% of the average daily closing price during the draw-down pricing period and are capped at 400% of the prior 30-day average trading volume; we may set a floor price and prohibit short sales during drawdowns. In connection with a public listing, we will issue warrants representing 6.15% of total equity and pay a 2% commitment fee within one year; if the Company is sold in a private transaction, a 2.5% fee on the total consideration is payable to the investor. Separately, we are conducting a private offering under Rule 506(c) for up to $15,000,000 that may continue alongside this Regulation A offering but will be marketed separately. Any securities sold in that private offering-potentially at prices and on terms different from those in this offering-will increase the number of outstanding shares and could create additional selling pressure. In addition, our equity incentive plan authorizes the issuance of equity awards (including options and restricted stock/units) that, upon grant, vesting or exercise, will further increase the number of outstanding shares. Collectively, issuances under the equity line facility (if we become publicly listed), the Rule 506(c) offering, and the equity incentive plan, will dilute existing shareholders and may place downward pressure on the market price.

Investors will experience immediate and substantial dilution.  The net tangible book value of the Company as of June 30, 2025 was approximately $3,150,389 or $0.0125 per outstanding share. After giving effect to the sale of 3,387,533 Shares in this Offering at $7.38 per Share (maximum) and after deducting estimated Offering expenses of approximately $6,500.748.37, our net tangible book value would increase to approximately $21,649.634.17, or approximately $0.08 per Share, representing an immediate increase of approximately $0.07 per Share to existing shareholders and immediate dilution of $7.30 per Share to new investors. See "Dilution" beginning on page 19 for a detailed calculation.

The Offering is not underwritten, and there is no minimum-subscription condition; we could close on insufficient funds. We have engaged DealMaker Securities on a best-efforts basis. Because no underwriter is obligated to buy any Shares, and because we will close on and accept funds as subscriptions are received, we could complete the Offering with proceeds well below the USD $4,000,000 we estimate will be necessary to complete the acquisition of the are necessary to reach the next development milestone. If we raise less than that amount, we may have to seek additional financing sooner than planned, on terms that may be dilutive or otherwise adverse to investors.

Investors in this Offering will hold Class C Shares with no voting power; Ownership and voting control is concentrated in management and affiliated entities. Class C shares do not carry any votes, which each Class A Share carries one vote and each issued Class B Share carries 10 votes and is convertible into Class A on a one-for-one basis. Immediately after the maximum Offering, FAS and the founders will control approximately 78.70% of the voting power and will therefore be able to elect all directors, approve or block significant corporate transactions and determine the outcome of any matter submitted to shareholders-even if your interests conflict with those of FAS or the founders.

We may fail to qualify or to remain qualified for the Reg A Tier 2 exemption, which could require rescission of this Offering.  The availability of Tier 2 depends on our ongoing compliance with numerous rules, including limits on the amount of securities sold, filing of annual and semi-annual reports, and timely delivery of post-qualification amendments. Inadvertent non-compliance-such as late financial statements or a material misstatement-could cause the exemption to be unavailable, subjecting us to civil liability under Section 12(a)(1) of the Securities Act and obligating us to offer rescission to investors. Such an outcome could materially impair our finances and the value of your Shares.

Risks Related to Potential Future Public Offering

We may be unable to complete a future public offering or list our Shares on a national securities exchange.  An IPO or direct listing requires favorable market conditions, audited financial statements that meet PCAOB standards, and SEC clearance of a Form S-1 registration statement. There is no assurance we will satisfy the quantitative or qualitative listing standards of a United State public exchange such as NYSE American or Nasdaq Capital Market, including minimum equity, round-lot holders and bid-price rules. If we cannot consummate a public offering, investors in this Offering could remain indefinitely locked into an illiquid security. The Share Purchase Agreement described in our Business Plan is also contingent on our becoming publicly listed; failure to qualify would terminate that source of follow-on capital. See Exhibit 6.4 - Share Purchase Agreement with GEM Global Yield.

If our shares are deemed "penny stock," broker-dealer trading and resale activity could be restricted, further limiting liquidity. Until our shares trade on a national securities exchange at a bid price of at least US $5.00, they will be classified as "penny stock" under Rule 3a51-1 of the Exchange Act. Broker-dealers must then deliver additional disclosure, make a special written suitability determination and receive your written consent before executing any trade. If we do obtain an exchange listing but the market price later falls below US $5.00 for an extended period, the penny-stock rules could again apply, further restricting liquidity and potentially depressing the market price.

Even if we complete a public offering, our share price could be extremely volatile and decline significantly.  Newly listed development-stage energy companies often experience wide price swings due to limited float, small analyst coverage and sensitivity to project milestones. If negative news-such as construction delays, cost overruns or an offtake-contract termination-emerges shortly after listing, the market price could fall well below the IPO price and below the US $7.38 per Share you pay in this Offering. Thin trading volume may exaggerate price moves, making it difficult to exit a position without materially affecting the market.

Future public-market financings will dilute your ownership and could depress the market price.  To fund the projected US $850 million refinery, we expect to raise additional equity pursuant to the GEM facility and/or follow-on offerings. Shares issued in an IPO (and subsequent registered offerings, warrant exercises or conversions of debt) will dilute the percentage ownership of investors in this Offering. Additional issuances at prices below the trading price-or at discounts embedded in the GEM purchase formula-could also place downward pressure on the market price of our shares and any preferred or debt securities we issue in the future could rank senior to the Shares in liquidation, further increasing your risk.

If we fail to establish or maintain effective internal controls over financial reporting, we could incur regulatory sanctions and lose investor confidence.  Post-IPO, we must provide management assessments-and, once we meet larger-accelerated-filer thresholds, auditor attestations-of internal control effectiveness. If audits reveal material weaknesses, we could be required to restate financial statements, incur remediation costs and become subject to SEC enforcement actions. Any of these outcomes could depress our share price and impair our ability to raise additional capital and remediation could require significant additional compliance costs and management attention.

The risks described above are not exhaustive, and additional risks and uncertainties not currently known to us or that we currently deem immaterial may also materially and adversely affect our business. Before making an investment decision, you should carefully consider all of the information in this Offering Statement, including these risk factors. If any of the events described in these risk factors actually occur, our business, financial condition, results of operations, cash flow, and future prospects could be materially and adversely affected, and you could lose all or part of your investment.

DILUTION

If you purchase shares in this Offering, your interest will be diluted immediately to the extent of the difference between the public offering price per share of our Class C Common Stock and the pro forma net tangible book value ("NTBV") per share after this Offering. Dilution arises because the offering price is substantially higher than our NTBV per share.

Share classes. Class A Common Stock and Class C carry economic rights; Class C is non-voting. Class B carries 10 votes per share but no economic rights (no dividends; no liquidation proceeds) and generally votes together with Class A unless otherwise required by law.

Net Tangible Book Value (NTBV) per Share

As of June 30, 2025, NTBV was $3,150,389 and the Company had issued an aggregate of 251,095,690 Shares that carry economic rights (Class B Common Stock shares carry no economic rights; total issued common stock including all of Class A, Class B and Class C share classes was 345,084,940). This share value was used as the baseline for this dilution analysis.

Offering assumptions. Public offering price of $7.38 per share. Net proceeds are calculated after deduction for offering costs as further described in the Company's "Plan of Distribution".

*Numbers rounded to the nearest hundredth or ten thousandth of a decimal place as displayed

(1) Capital Raised excludes Investor Processing Fees equal to 3% of the investment amount, capped at $80 per transaction. Investor Processing Fees are intended to defray third-party payment processing costs. Our Dilution calculation assumes that Investor Processing Fees, net of a 4.5% broker commission on such fees, will fully cover those costs; accordingly, we exclude both Investor Processing Fees and third-party payment processing costs from the dilution math. The coverage break-even occurs at approximately 2.094% of gross subscriptions (roughly a $3,822 average investment under the $80 cap, which corresponds with our anticipated per investment average). If the Investment Processing Fees do not cover third party payment processor fees, we would fund a shortfall from offering proceeds.  Each 1.0% shortfall would reduce net proceeds by about $250,000 and pro forma NTBV/share by about $0.00098 (based on the share count shown above).

Shares issued at $7.38 per share by raise size: 677,507 shares (gross $5,000,001.66), 2,032,520 shares (gross $14,999,997.60), and 3,387,533 shares (gross $24,999,993.54). Gross equals price × integer shares; Investor Processing Fees are paid by investors and are not included in gross proceeds calculation above.

Ownership Dilution

Using the $25,749,993.35 Maximum Offering Amount:

*Percentages rounded to nearest hundredth of a percentage point

Both tables above exclude: (i)500,000 options granted in August 2025; and (ii) the balance of 49,500,000 shares from the 50,000,000-share stock option plan adopted in July, 2025 but (except for (i)) is unissued as of the date of this Offering. Any future awards, issuances or exercises would cause additional dilution and are not reflected here.

Comparison with Prior Sales (price per share paid)

The following shows prices paid by investors in prior rounds (gross subscription prices), not issuer net proceeds. (Net proceeds are addressed in "Use of Proceeds" and "Management Discussion & Analysis" and for CF in Form C.)

(1) all CF shares issued by June 30, 2025 were issued in this closed round.  Initial subscriptions were accepted at $6.25 per share with certain time-based perks; the Company later increased the offering price to $6.73 per share, which applied to and reflects the majority of the total raise.* Gross proceeds above reflect Price × Shares. For crowdfunding rounds, platform-reported “amount raised” figures include investor-paid processing fees, which do not translate into shares but are counted for determining raise limits; therefore those figures can differ from price×shares

Future Dilution

In addition to the immediate dilution described above, Stockholders will experience further dilution in several circumstances.

First, pursuant to a Share Purchase Agreement that provides for up to $150,000,000 of equity financing contingent upon a public listing, the Company is obligated to issue, on the listing date, warrants representing 6.15% of the Company's total equity. See Exhibit 6.4 - Share Purchase Agreement with GEM Global Yield. The issuance of these warrants would increase the number of Securities outstanding and reduce the percentage ownership of existing Stockholders; any subsequent exercises of such warrants would further dilute net tangible book value per share and the ownership interests of all Stockholders.

Second, the Company has granted options to purchase 500,000 shares to executive management and, in 2025, adopted a stock option plan reserving 49,500,000 shares that remain unissued as of the date of this Offering Circular. Any future grants or issuances under that plan and the exercise of outstanding options will result in additional dilution to purchasers in this Offering.

Third, we are conducting a Rule 506(c) private offering to accredited investors for a different class of securities (Class A Common Stock) that may continue while this Offering is in market but is marketed separately. Any securities sold in that private offering - potentially at prices and on terms different from those in this Offering - will increase the number of outstanding shares and dilute percentage ownership of existing Stockholders. The effect on NTBV/share will depend on the price and terms of any such securities relative to our post-offering NTBV/share illustrated above; issuances priced below that amount would decrease NTBV/share, while issuances priced above it would increase NTBV/share. For clarity, the Dilution table does not reflect any sales under the Rule 506(c) offering. See "Plan of Distribution-Concurrent offerings; integration safeguards." Fourth, we may from time to time issue additional equity or equity-linked securities (including warrants and convertible securities) to finance working capital, project development, or other corporate purposes; any such financings will dilute the ownership interests of existing Stockholders and could reduce net tangible book value per share and, if a trading market develops, the market price of our Class C Common Stock.

Finally, while all Class C shares outstanding as of June 30, 2025 were issued in the closed Regulation CF offering, our ongoing Regulation CF offering contemplates the issuance of at least 125,000 shares; if and to the extent any such issuance occurring after the measurement date used in the dilution analysis and before that Regulation CF offering is terminated prior to qualification, such issuances would constitute additional dilution to purchasers in this Offering.

Illustrative impact of warrants issued at listing. Assume the Company completes this Offering at the maximum case and uses an economic basis (Class A + Class C) for share counts. Immediately prior to the Offering, there are 251,095,690 economic shares outstanding; immediately after the Offering, there are 254,483,223 economic shares outstanding (reflecting 3,387,533 new shares). Also assume that, upon a public listing, the Company issues warrants representing 6.15% of total equity pursuant to the November 2024 Share Purchase Agreement, with the warrants issued for nominal consideration and therefore not increasing net tangible assets upon issuance.

• Post-Offering (before warrants):
• Net tangible book value (NTBV): $ 21,649,634
• Shares outstanding (economic): 254,483,223
• NTBV per share: $0.0848

• Warrant issuance at listing (no cash proceeds assumed):
The warrant coverage equals 6.15% of total equity at issuance. Based on  254,483,223 shares outstanding, this implies the issuance of 15,650,718 new warrant shares (4, 254,483,223 × 6.15%). The share count therefore increases to 271,005,813. Because no cash is received at issuance, NTBV remains $ 21,649,624.

• Pro forma (after warrants are issued):
• NTBV: $ 21,649,634 (unchanged)
• Shares outstanding: 270,133,941
• NTBV per share: $0.0801 (down from $0.0851), a decrease of about $0.0050

• Effect on ownership percentages:

Investors who purchased 254,483,223 shares in this Offering would own approximately 1.33% immediately after the Offering (3,387,533 ÷ 254,483,223) and approximately 1.25% after the warrants are issued (3,387,533 ÷ 270,133,941), before giving effect to any exercises of the warrants or any future equity awards. If the warrants are later exercised for cash, resulting dilution from the increased Class A and Class C Common Stock Shares may be partially offset by the increase in NTBV from the exercise proceeds; the magnitude of any offset depends on the exercise price, the number of warrants exercised, and timing.

Illustrative impact of equity compensation. Separately, the Company has 500,000 options outstanding and has adopted a 49,500,000-share stock option plan (unissued as of the date of this Offering Circular). If, solely for illustration, 10,000,000 options were granted and subsequently exercised for nominal consideration, Class A Common Stock and Class C Common Stock Shares outstanding would increase from 254,483,223 to 264,483,223 (economic basis), and-assuming no material change in NTBV from the option exercise-NTBV per share would decrease from $0.0851 to approximately $0.0818, with a corresponding reduction in each existing holder’s percentage ownership. Actual dilution will depend on the number of options granted, their exercise prices, and the timing of exercises.

The foregoing illustrations are for explanatory purposes only and are not forecasts. Actual dilution will vary based on the number and terms of securities issued, proceeds (if any) received by the Company, and timing.

PLAN OF DISTRIBUTION

The Company is offering up to 3,387,533 shares of its non-voting Class C Common Stock at a price of $7.38 per share. In addition to the share purchase price, each investor will be charged the Investor Processing Fee of 3% of the investment amount, capped at $80 per investor, to defray third-party payment and platform costs. The Investor Processing Fee is an expense collected to reimburse costs. It is not part of the per-share price, is not paid to the broker-dealer as securities compensation, and does not constitute share issued proceeds to the Company.

Minimum, Escrow and Closings

We are offering a minimum of 13,551 shares for a Target Offering Amount of $100,006.38. Investor funds for subscriptions received prior to reaching the Target Offering Amount will be placed in escrow with Enterprise Bank & Trust, a Missouri-chartered trust company with banking powers (the "Escrow Agent"), until the Target Offering Amount is met or exceeded and one or more closings occur. If the Target Offering Amount is not reached by the Offering Deadline (defined below), all investor funds held in escrow will be promptly returned without deduction.

After we meet the Target Offering Amount, we expect to hold rolling closings as additional subscriptions are received. We anticipate closing promptly after funds clear and subscriptions are accepted, and in any event no less frequently than every 30 days

Offering Period; Termination

The sale of shares will commence within two calendar days after the SEC qualifies the Offering Statement. The Offering will terminate on the earliest of (i) acceptance of subscriptions for the Maximum Offering Amount, (ii) the date that is three years from the initial qualification date, or (iii) an earlier date on which we elect to terminate the Offering.

Broker-Dealer of Record; No Recommendations or Solicitation

The Company has engaged DealMaker Securities ("Broker"), a broker-dealer registered with the SEC and member of FINRA/SIPC, to act as broker-dealer of record for administrative and compliance services only in connection with this Offering. Although this role differs from that of a traditional underwriter in that the Broker does not purchase any securities from the Company with a view to sell such for the Company as part of the distribution of the security, the Broker is a statutory underwriter under Section 2(a)(11) of the Securities Act of 1933.  It has not been engaged to solicit investments or make investment recommendations. Affiliates of Broker have also been engaged to provide technology services and marketing advisory services, specifically Novation Solutions Inc. ("DealMaker") and DealMaker Reach, LLC ("Reach"). Offering information will be provided via the Company's website at www.invest.frontieras.com and the DealMaker subscription platform. See Exhibit 8.1 - Dealmaker Reg A Order Form.

Compensation, Fees and Expenses

The aggregate compensation payable to the Broker and its affiliates are described below.

Broker will provide administrative and compliance related functions in connection with this offering, including

Such services will not include providing any investment advice or any investment recommendations to any investor.

For these services, we have agreed to pay Broker a cash commission equal to four and one-half percent (4.5%) of the amount raised in the Offering not to exceed $1,518,750, if fully subscribed (including the maximum Investor Processing Fee total).

The Company has also engaged DealMaker, an affiliate of Broker, to create and maintain the online subscription processing platform for the Offering.

For these services, we have agreed to pay DealMaker a monthly compensation of $2,000, up to $6,000, in advance of the Offering commencing for accrued expenses expected to be incurred.  We have agreed to pay compensation of $2,000 monthly, up to $18,000, after the Offering commences in relation to these services. The maximum compensation paid to DealMaker is $24,000 for the Offering.

The Company has also engaged Reach, an affiliate of the Broker, for certain marketing advisory and consulting services, including some supplemental services on a case-by-case basis. Reach will consult and advise on the design and messaging on creative assets, website design and implementation, paid media and email campaigns, advise on optimizing the Company's campaign page to track investor progress, and advise on strategic planning, implementation, and execution of Company's capital raise marketing budget.

For these ongoing services, we have agreed to pay Reach $8,000 per month up to $24,000, in advance of the Offering commencing for accountable expenses expected to be incurred. We have agreed to pay compensation of $8,000 monthly, up to $72,000, after the Offering commences.  For supplemental marketing services we have agreed to compensation budget of $250,000 to be used on a case-by-case basis at the Company's discretion.  For these services, we have agreed to pay Reach maximum compensation of $346,000.

The maximum compensation to be paid to Broker and affiliates is $1,528,749,70 of the Offering proceeds.

Payment Processing & Holdback. Amounts remitted to the Company after each closing may be net of a 5% holdback for 90 days to cover potential card/ACH chargebacks and network disputes, consistent with standard payment-processor terms. Following the holdback period, any retained amounts, less permitted offsets (if any), are released to the Company.

FINRA Rule 5110

All compensation to DMS and its affiliates will be paid in cash, so no securities compensation (and therefore no underwriter lock-up under Rule 5110(e)) is implicated.

Transfer Agent and Registrar

The Company has engaged DealMaker Transfer Agent LLC (operating as DealMaker Shareholder Services), an SEC-registered transfer agent, to act as transfer agent and registrar. Shares will be issued in book-entry form only. See Exhibit 8.1 - Dealmaker Reg A Order Form.

Subscription Procedures; Acceptance of Subscriptions

Investors will complete subscriptions through the DealMaker online platform linked from the Company's investment website. Each prospective investor will (i) complete an electronic subscription agreement (See Exhibit 3.1 - Form of Subscription Agreement), (ii) fund the purchase price by ACH, wire, debit/credit card or other available method through the platform's integrated payment solution, and (iii) provide information necessary for required KYC/AML and other compliance reviews.

All subscriptions are subject to Broker's administrative/compliance review and to the Company's acceptance or rejection, in whole or in part, in the Company's sole discretion. Funds will be transmitted to the Escrow Agent (prior to reaching the Target Offering Amount) or to the Company (after the Target Offering Amount is achieved), in each case consistent with the escrow and processing arrangements described above. If a subscription is not accepted (or is rejected in part), the corresponding funds (or portion thereof) will be promptly returned.

Investor Processing Fee

Each investor will be required to pay an Investor Processing Fee to the Company at the time of subscription equal to 3.0% of the subscription price per Share, up to a maximum fee of $80 per transaction. The Broker is paid 4.5% on amounts collected as Investor Processing Fees. These investor-paid fees are intended to defray third-party payment-processing fees. For this Offering, we assume Investor Processing Fees, net of the Broker's 4.5% on such fees, will fully cover approximately 2.0% third-party payment-processing fees; accordingly, Investor Processing Fees are not part of "price to public," and third-party payment processing fees are not included in our base-case offering expenses. Due to the $80 cap, the effective rate depends on average investment size; if actual investor mix results in lower effective fees, we will pay any shortfall from offering proceeds as described in "Use of Proceeds."

Minimum Investment; Processing Fee Waiver.

The minimum individual investment is 136 shares ($1,003.68, excluding any Investor Processing Fee). The Company may waive the Investor Processing Fee in its discretion for any investor or class of investors.

Investor Qualification Standards

Our Shares are being offered and sold only to "qualified purchasers" (as defined in Regulation A under the Securities Act). "Qualified purchasers" include: (i) "accredited investors" under Rule 501(a)of Regulation D and (ii) all other investors so long as their investment in any of the interests of our Company does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). We reserve the right to reject any investor's subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a "qualified purchaser" for purposes of Regulation A.

For an individual potential investor to be an "accredited investor" for purposes of satisfying one of the tests in the "qualified purchaser" definition, the investor must be a natural person who has:

1. an individual net worth, or joint net worth with the person's spouse, that exceeds $1,000,000 at the time of the purchase, excluding the value of the primary residence of such person and the mortgage on that primary residence (to the extent not negative equity), but including the amount of debt that exceeds the value of that residence and including any increase in debt on that residence within the prior 60 days, other than as a result of the acquisition of that primary residence; or

2. earned income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year.

If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details. For purposes of determining whether a potential investor is a "qualified purchaser" annual income and net worth should be calculated as provided in the "accredited investor" definition under Rule 501 of Regulation D.

In addition to the foregoing, each prospective investor must represent in writing that they meet, among other things, all of the following requirements:

● the prospective investor has received, reviewed, and understands this offering circular and its exhibits, including our Governing Documents. See Exhibits 2.1 - Articles of Incorporation, Exhibit 2.2 - Articles of Amendment and Article V Text, and Exhibit 2.3 - Bylaws of Frontieras North America.

● the prospective investor understands that an investment in shares involves substantial risks;

● the prospective investor's overall commitment to non-liquid investments is, and after their investment in interests will be, reasonable in relation to their net worth and current needs;

● the prospective investor has adequate means of providing for their financial requirements, both current and anticipated, and has no need for liquidity in this investment;

● the prospective investor can bear the economic risk of losing their entire investment in interests;

● the prospective investor has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in interests; and

● except as set forth in the subscription agreement, no representations or warranties have been made to the prospective investor by our Company or any partner, agent, employee, or affiliate thereof, and in entering into this transaction the prospective investor is not relying upon any information, other than that contained in this Regulation A Offering Statement of which this offering circular is a part, including its exhibits. See Exhibit 3.1 - Form of Subscription Agreement.

If you live outside the United States, it is your responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase, including obtaining required governmental or other consent and observing any other required legal or other formalities.

We will be permitted to make a determination that the subscribers of interests in this offering are qualified purchasers in reliance on the information and representations provided by the subscriber regarding the subscriber's financial situation. Before making any representation that your investment does not exceed applicable federal thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to http://www.investor.gov. We may accept or reject any subscription, in whole or in part, for any reason or no reason at all.

An investment in our interests may involve significant risks. Only investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in our Shares.

How to Subscribe

The offering will be conducted using the online subscription processing platform of Novation Solutions Inc. O/A DealMaker ("Technology Provider"), an affiliate of the Broker, through our website at www.invest.frontieras.com whereby investors in the offering will receive, review, execute, and deliver subscription agreements electronically. Payment of the purchase price for the Shares will be made through a third-party processor by ACH debit transfer or wire transfer or credit card to an account designated by us. In order to invest, you will be required to subscribe to the offering via the Company's website integrating DealMaker's technology and agree to the terms of the offering, subscription agreement, and any other relevant exhibit attached thereto.

Investors may subscribe by tendering funds via wire, credit or debit card, or ACH only; checks will not be accepted. Investors will subscribe via the Company's website and investor funds will be processed via DealMaker's integrated payment solutions. Funds will be held in the Company's payment processor account until the Broker has reviewed the proposed subscription, and the Company has accepted the subscription. Funds released to the Company's bank account will be net funds (investment less payment for processing fees and a holdback equivalent to 5% for 90 days).

Investors will be required to complete a subscription agreement in order to invest. Any potential investor will have time to review the subscription agreement, along with their counsel, prior to making any final investment decision. The subscription agreement that investors will execute in connection with the offering provides that subscribers waive the right to a jury trial of any claim they may have against us arising out of or relating to the Agreement, excluding any claim under federal securities laws. If the Company opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law. Broker will review all subscription agreements completed by investors. After Broker has completed its review of a subscription agreement for an investment in the Company, and the Company has elected to accept the investor into the offering, the funds may be released to the Company.

The Company maintains the right to accept or reject subscriptions in whole or in part, for any reason or for no reason, including, but not limited to: in the event that an investor fails to provide all necessary information, even after further requests from the Company, in the event an investor fails to provide requested follow up information to complete background checks or fails background checks, and in the event the Company receives oversubscriptions in excess of the maximum offering amount. Investors will be required to agree to indemnify our Company for misrepresentations of the investor within the subscription agreement or supplemental disclosures. Nonetheless, we may not require, and are not requiring, investors to waive any claims or remedies they may have against our Company under the Securities Act or Exchange Act. Once an investor's interests have been issued, the investor will become a member of our Company.

Payment Processing

The Company expects to incur third-party payment processing costs in relation to this Offering. Costs are estimated to be approximately 2% of total proceeds.

Concurrent offerings; integration safeguards.

The Company will conduct a Rule 506(c) private offering for Class A Common Stock marketed exclusively through an unaffiliated, FINRA-member broker-dealer under separate offering materials and subscription workflows, while this Regulation A offering is in market. To minimize any risk of "integration," we will (i) maintain separate landing pages, data rooms, subscription workflows and investor communications; (ii) keep security class and terms distinct; (iii) segregate marketing lists and tailor outreach to the eligible audience for each exemption; (iv) avoid cross-conditioning or suggesting that investment in one offering is contingent on the other (and we will not cross-direct prospective investors between offerings); and (v) review and accept subscriptions independently under the rules governing each exemption.

The Company intends to terminate the September 2025 Reg CF offering no later than the date of qualification of this Regulation A Offering and will cease accepting new Reg CF commitments at that time.

Additional Information Regarding this Offering Circular

We have not authorized anyone to provide you with information other than as set forth in this offering circular. Except as otherwise indicated, all information contained in this offering circular is given as of the date of this offering circular. Neither the delivery of this offering circular nor any sale made hereunder shall under any circumstances create any implication that there has been no change in our affairs since the date hereof.

From time to time, we may provide an "offering circular supplement" that may add, update or change information contained in this offering circular. We will also amend our Offering Statement annually while this Offering is open to include updated financial statements. Any statement that we make in this offering circular will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement or amendment. The Offering Statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this offering circular. You should read this offering circular and the related exhibits filed with the SEC and any offering circular supplement together with additional information contained in our annual reports, semiannual reports and other reports and information statements that we will file periodically with the SEC.

The Offering Statement and all amendments, supplements and reports that we have filed or will file in the future can be read on the SEC website at www.sec.gov.

USE OF PROCEEDS

We estimate that the net proceeds from this Offering, after payment of Offering expenses (including cash compensation equal to 4.5% of gross proceeds payable to DealMaker Securities LLC ("DMS") as broker-dealer of record and applicable monthly platform, marketing and technology fees), legal, audit and other costs, will be approximately $3.55 million if $5 million is raised, $11.02 million if $15 million is raised, and $18.5 million if $25 million is raised. See "Plan of Distribution" for additional details on broker-dealer compensation and fees.

The following table summarizes our expected use of net proceeds across three illustrative raise scenarios:

Planned Use of Net Proceeds

(1) Offering Expenses include: (a) broker-dealer cash compensation equal to 4.5% of gross proceeds payable to Broker; (b) applicable technology and platform compensation, as well as marketing and advisory services pursuant to our arrangements with Broker and its affiliates; and (iii) all other marketing expenses associated with the Offering; see "Plan of Distribution." These amounts are treated as Offering expenses and are reflected in the "Offering Expenses" line items.

(2) Net Offering Proceeds excludes Investor Processing Fees equal to 3% of the investment amount, capped at $80 per transaction. Investor Processing Fees are intended to defray third-party payment-processing fees. We assume that Investor Processing Fees, net of a 4.5% broker commission on such fees, will fully cover approximately 2.0% third-party payment processing fees; accordingly, we exclude both Investor Processing Fees and third-party payment processing costs from the Use of Proceeds table. The coverage break-even occurs at approximately 2.094% of gross subscriptions (approximately a $3,822 average investment under the $80 cap). If Investor Processing Fees collected do not cover third party payment processing fees, we would fund a shortfall from offering proceeds; each 1.0% shortfall would reduce Net Offering Proceeds by about $250,000 at the $25,000,000 maximum raise (amounts scale proportionally at other raise sizes).

(3) Anticipated balance remaining, by first closing of this Regulation A+ offering, to purchase approximately 183.4 acres in Mason County, West Virginia for our first commercial-scale facility, at a purchase price of $4,585,000 pursuant to our amended option agreement. After the funding of $500,000.17 Working Capital, Net Offering Proceeds would be applied to the Site Purchase payment prior to additional Working Capital funding.

Narrative Description of Use of Proceeds

Capital Expenditures. At the $5 million raise level, nearly all net proceeds will be directed toward capital expenditures, primarily the purchase of our Mason County project site. At higher raise levels, this category is capped at $4 million because land acquisition costs are not contemplated to increase.

Working Capital. We have allocated approximately 13.5% of net proceeds across all scenarios to working capital. These funds will be applied toward ongoing operations, including personnel, professional services, regulatory and compliance costs, marketing, and other general corporate needs.

Project Site Engineering. As raise amounts increase, a larger proportion of net proceeds will be devoted to final-phase project engineering, site preparation, and procurement of long-lead construction items. At the $25 million raise level, approximately two-thirds of net proceeds will be used for these purposes.

Funding Sufficiency

Even if the Maximum Offering Amount is raised, the Company will require substantial additional financing to complete development and construction of its first commercial-scale facility. Current estimates place the total capital cost of the project at approximately $850 million, of which management anticipates approximately 20% will be funded through equity and 80% through project-level debt. We are actively pursuing these additional sources of financing, including a $150 million equity commitment contingent upon achieving a public listing of our Class A Common Stock.

If we raise less than the maximum, our priorities will be: (i) exercising our option to acquire the Mason County site, (ii) maintaining sufficient working capital for operations, and (iii) advancing essential engineering to preserve project schedule and permits. Other expenditures may be deferred until additional financing is secured.

BUSINESS

Frontieras North America, Inc. ("Frontieras," "we," "us," or "our") was incorporated on March 25, 2021, in Wyoming to commercialize the patented Solid-Carbon Fractionation ("SCF," marketed as FASForm™) process developed by our parent, Frontier Applied Sciences, Inc. ("FAS"). In July 2022 FAS contributed the SCF intellectual-property rights for the United States and Canada through an exclusive, renewable 25-year license (see Exhibit 6.1a - License Agreement with Frontieras Applied Sciences, dated July 15, 2022) and effected a partial share dividend to its stockholders. As a result of this spin-off, FAS now owns approximately 26.8% of our outstanding shares as of June 30, 2025.

On June 30, 2024, we executed a 5-for-1 stock split. As of September 30, 2024, we had 250,380,995 shares of Class A Common Stock and 93,989,250 shares of Class B Common Stock outstanding. Our Amended Articles of Incorporation authorized 500,000,000 shares of Class A Common Stock, 250,000,000 shares of Class B Common Stock, and 250,000,000 shares of Class C Common Stock.

We therefore operate as an independent clean-energy company while maintaining close technical collaboration with FAS.

Founders' Vision and Corporate History

The technology development journey began in 2010 when FAS filed its U.S. Provisional Patent, followed by international patent declarations in 2011. By 2018, FAS had secured U.S. Patent #9,926,492 and equivalent patents in eight other major coal-producing nations.¹

In 2021, a test plant successfully demonstrated the technology's effectiveness across multiple coal types, achieving carbon conversion rates yielding 2.3 barrels per ton of liquid fuels, with results validated using ASTM protocols.² This accomplishment established the foundation for our current commercial development plans. Through our exclusive licensing agreement with FAS (effective July 22, 2022), we now hold the rights to commercialize this technology throughout the United States and Canada, supporting our plan to commercialize coal processing in a cost-competitive and lower-emission manner. Between 2023-2025, we executed a site option in Mason County, West Virginia, negotiated engineering, procurement, and construction (EPC) and offtake term sheets, and secured state incentives.³

Industry Background and Context

According to the U.S. Energy Information Administration (EIA), U.S. coal production is forecasted to reach 490 million short tons in 2026, a decline from 505 million tons in 2024, reflecting the ongoing transition to renewables and natural gas.⁴ The United States holds approximately 249.8 billion short tons of recoverable coal reserves as of 2024, maintaining its position as the global leader in coal resources.⁵ Global proven reserves are sufficient for more than a century of consumption at current rates.⁶

Coal remains one of the world's most abundant and widely distributed fossil fuels, contributing significantly to global electricity generation, with 17% of U.S. electricity (705 terawatt-hours) in 2025.⁷ Global coal consumption reached a record 8.77 billion tons in 2024, with coal-fired electricity at 10,700 terawatt-hours, and is projected to stabilize at 8.7 billion tons through 2027, driven by demand in emerging economies like China, India, Indonesia, and Vietnam. Developed economies are increasingly adopting renewables, projected to account for 60% of global power generation by 2030.⁸

Rising demand from artificial intelligence (AI) and data centers could consume 6.7-12% of U.S. electricity by 2028, reinforcing the need for reliable baseload energy sources, with renewables projected to supply most of the incremental demand.⁹

Despite environmental pressures, coal retains significant cost advantages, sustaining demand for technologies that reduce its environmental impact. Our technology is intended to capture these advantages while reducing emissions. The coal industry's lag in adopting low-carbon technologies, such as Integrated Gasification Combined Cycle (IGCC), due to high capital costs, presents opportunities for innovative solutions like FASForm™.¹⁰ Traditional oil refiners face rising carbon costs, estimated at $100 per metric ton by 2033, enhancing the appeal of lower cost fuels such as those produced by FASForm.¹¹

The clean coal technology market is valued at approximately $4.2 billion in 2025 and projected to reach approximately $6.3 billion by 2035 (4.1% CAGR).¹²  The energy transition presents both challenges and opportunities; U.S. policy support includes $1.5 billion in tax credits for coal-region projects, a January 2025 executive order prioritizing fossil fuel production, and approximately $500 billion in global transition investments by 2030.¹³

The liquid fuels market, which our technology can serve, offers substantial opportunities. Investment trends support this transition, with emerging economies requiring approximately $500 billion by 2030 to shift from unabated coal, much of it directed toward clean coal technologies like CCS and gasification.¹⁴ The liquid fuels and materials markets that FASForm™ can serve are substantial, as summarized in the Market Opportunity table below:

Coal's economic advantage persists, providing usable energy at approximately $2-$3 per MMBtu compared to $6-$12 for oil and natural gas.¹⁸ With over 200 active coal-fired power plants in the United States and thousands more worldwide, the retrofit and upgrade market represents a significant opportunity for clean coal technologies.¹⁹ Despite the global shift toward renewables, the International Energy Agency (IEA) projects that coal will remain a critical component of the energy mix for decades, particularly in regions with limited alternative energy resources and significant coal infrastructure.²⁰ The integration of clean coal technologies, supported by policies like the U.S. executive order designating coal as a mineral to boost domestic production, supports positioning our technology to compete in an enduring market while reducing emissions.²¹

Our Technology - Solid Carbon Fractionation (FASForm™)

The FASForm™ process, also known as Solid Carbon Fractionation (SCF), is a patented technology that transforms coal, lignite, oil shale, tar sands, and waste plastics into three high-value product streams, positioning it as a differentiated among clean coal technologies.²² The technology produces Clean Solid Carbon (FASCarbon™): A low-emission, smokeless boiler fuel that serves as a cleaner alternative to raw coal for energy generation and metallurgical carbon for steel production. For each metric ton of raw coal or lignite feedstock, FASForm™ recovers a substantial amount of FASCarbon, which is virtually sulfur-free (90% less sulfur than Petcoke) and burns hotter with lower emissions than natural gas, enhancing its suitability for existing infrastructure.²³

• Liquid Hydrocarbons: For each metric ton of feedstock, the process yields up to 2.3 barrels (60-115 US gallons or 230-345 liters) of segregated liquid intermediate fuels, including naphtha (chemical feedstock or gasoline intermediate), kerosene (jet fuel intermediate), and diesel, requiring only simple hydrotreating to produce finished fuels.²⁴

• Valuable Gases: The process generates hydrogen (over 20 million standard cubic feet per day) and methane gas. Hydrogen powers the facility, making it the first hydrogen-powered coal processing plant in the United States, while excess gas can be sold to external markets, supporting the $197.39 billion hydrogen market projected for 2025.^{25 26}

Differentiation from Historical Coal Processing Methods

Unlike historical coal processing methods-such as crushing, washing, carbonization, gasification, and liquefaction-FASForm™ operates in a reducing atmosphere at slightly positive pressure and moderate temperature, avoiding combustion and direct CO₂ emissions.^{27 28} Historical methods typically focus on preparing coal for combustion or producing a single product, often generating waste and higher emissions. For example, crushing and washing remove impurities but are limited to combustion preparation, while carbonization produces coke for steelmaking, releasing volatile compounds. Gasification and liquefaction, used to create syngas or liquid fuels, involve high temperatures (up to 450°C) and pressures (up to 200 bar), incurring energy penalties of up to 20% and producing waste like ash or slag.^{29 30}

FASForm's technical innovations include:³¹

• Continuous Fractionation: Unlike historical methods that extract hydrocarbons as a single stream, FASForm™ fractionates volatiles into separate liquid fuel streams (naphtha, kerosene, diesel) within a continuous process, leveraging straightforward refinery and fluidized-bed reactor engineering. ³²  Pilot testing using West Virginia coal validated yields of liquids, gases, and FASCarbon.³³

• Zero-Waste Design: The closed-loop system captures all byproducts, including excess water and hydrogen sulfide, which are combined to create fertilizer, contrasting with traditional methods that generate waste.³⁴

• High Efficiency and Low Costs: FASForm™ produces up to 2.3 barrels of liquid fuels per ton of coal at significantly lower processing and capital costs than liquefaction or gasification, which require substantial energy inputs. Its simplicity reduces operational complexity, enabling cost-competitive operation (<$20/bbl fuel equivalent).³⁵

• Integration with Existing Infrastructure: FASCarbon integrates seamlessly into existing steel and power plants, unlike historical products that may require additional processing to meet modern environmental standards.

• Hydrogen Integration: By producing and utilizing hydrogen to power the facility, FASForm™ reduces reliance on fossil fuels, a feature absent in historical methods.

These innovations position FASForm™ as a leader in clean coal technologies, complementing but not dependent on other approaches such as carbon capture and storage (CCS), which is projected to hold approximately 19.4% of the clean coal market in 2025.³⁶

Environmental and Economic Benefits

Environmental Benefits: FASForm™ reduces net CO₂ emissions by 25-35%, according to Company internal estimates, compared to raw coal for steam or power generation, due to water removal, increased thermal value, and higher efficiency as supported by pilot testing and lifecycle assessments^.37

FASCarbon's near sulfur-free composition significantly reduces SOₓ emissions, aligning with EPA regulations targeting hazardous air pollutants.³⁸

• The closed-loop system captures and utilizes all byproducts, including excess water and hydrogen sulfide, to produce fertilizer and other valuable products, eliminating waste.³⁹

• By avoiding combustion during processing, the technology eliminates direct CO₂ emissions⁴⁰

Economic Benefits:

• FASCarbon can be produced at costs competitive with raw coal, offering a cleaner alternative without significant price premiums, as demonstrated by pilot operations.

• The global diesel market is valued at approximately $252.81 billion in 2025, and FASForm's liquid fuels are positioned to serve this demand.⁴¹

• Monetizing byproducts like hydrogen and fertilizer creates additional value from each ton of feedstock, enhancing profitability.

• As a thermal fuel, FASCarbon's low contaminants, high energy value, and reduced shipping mass (due to moisture removal) make it a competitive export commodity, particularly for coal-dependent regions like China and India, where demand is projected at 8.7 billion tons in 2025.⁴²

• The technology's economic viability is supported by government policies, including $1.5 billion in U.S. tax credits for clean energy projects in coal regions and global investments of $500 billion by 2030 for coal transitions.^{43 44}

The Company projects that clean coal technologies like FASForm™ can achieve significant cost savings over traditional methods, with lower capital expenditure and operational costs compared to gasification or liquefaction.^{45 46} The technology's ability to operate alongside over 200 U.S. coal-fired power plants and thousands globally enhances its market potential, capitalizing on coal's cost advantage of $2-$3 per MMBtu compared to $6-$12 for oil and natural gas.^{47 48}

Market and Policy Context

FASForm™ aligns with the growing demand for cleaner coal solutions, driven by stringent regulations and global investments in sustainable energy. The technology supports the retrofit market for existing coal infrastructure and contributes to the clean energy transition, particularly in regions with limited alternative resources. U.S. policy support includes the April 2025 executive order designating coal as a critical mineral, $1.5 billion in clean-energy tax credits, and $500 billion in global transition investments by 2030.^{49 50} FASForm's zero-waste and low-emission profile positions it favorably in the sustainable energy market, validated by its operational success and market alignment.⁵¹

First Commercial Facility: Mason County, West Virginia

We plan to build our first commercial-scale facility in Mason County, West Virginia. This location offers several strategic advantages:

• Situated in the heart of coal country with easy access to our contracted feedstock

• Excellent transportation infrastructure with access to roads, CSX Rail, and the Ohio River

• Appropriate zoning and utilities connections for industrial development

• Favorable business climate with supportive state regulations and tax incentives

On March 10, 2022, we entered into a Real Estate Option Agreement for the purchase of approximately 183.4 acres of land in Mason County. The Option Agreement has been extended several times, with the current expiration date of December 16, 2025. We intend to use a portion of the proceeds from this Offering to complete the purchase of this property.

Project Specifications:

The design for the Mason County facility will incorporate the following annual production capacities:

Construction of the facility is expected to begin within 6 months following the acquisition of the site and finalization of facility design and engineering. Construction will require approximately 200 contract workers over approximately 18-24 months.

Supply Chain and Strategic Partnerships

Our key commercial relationships and agreements , which are subject to finalization as we proceed on site design, construction and commercialization, are summarized below:

These agreements and arrangements are anticipated to provide secure feedstock, contracted offtake for 100% of production, and proven EPC and O&M capabilities through established industry partners. Collectively, these partnerships are expected to reduce execution risk and support financing and development of our first commercial facility. See Exhibit 6.3 - JEPCO Engineering Services Agreement.

Technology Validation and Engineering Progress

Our licensed FASForm™ technology has undergone extensive validation and engineering development:

• In 2018, the U.S. Patent was granted as patent number 9,926,492, with additional patents granted in eight other major coal-producing nations.⁵²

• In 2019, we retained JOB Industrial Services (JIS), an engineering firm, to assess FEL1, complete FEL2.

___________________________________

52 See footnote 1.

• In 2021, a process demonstration unit completed 12 months of testing, running multiple successful tests on various coal types, including West Virginia coal. Products were tested by independent commercial labs utilizing American Society for Testing and Materials (ASTM) protocols. We have completed Front-End Loading (FEL) stages 1 and 2, with significant progress on FEL 3, which includes detailed engineering and design work.

Intellectual Property

The intellectual property we rely on for our SCF / FASCarbon™ processes is owned by Frontier Applied Sciences, Inc. and licensed exclusively to us for use in the United States and Canada. FAS owns significant intellectual property assets, including:

• U.S. patent #9926492 and Canadian patent #2796353

• Trademark #97356096 (under review by the USPTO)

• Patents granted in 8 other coal-producing nations: Australia, India, Indonesia, South Africa, China, Russia, and Germany

• Disclosures made in another 139 countries under the International Patent Cooperation treaty

On July 22, 2022, FAS and Frontieras entered into a licensing agreement pursuant to which FAS granted us an exclusive license to use the technology in the United States and Canada, including the right to sub-license the technology to third parties within this territory. As consideration, we have agreed to pay FAS an annual license fee of $950,000 per refinery which uses the licensed technology. This license has an initial term of 25 years.

Target Markets and Growth Opportunities

Frontieras North America will initially target the United States, leveraging its strong intellectual property position for the FASForm™ process, which produces FASCarbon™, liquid hydrocarbons, and hydrogen. Expansion into international markets, particularly Asia-Pacific and Europe, is planned based on favorable export opportunities, evolving energy policies, and robust global demand for cleaner energy products. The technology aligns with large global markets - hydrogen, diesel, naphtha, jet fuel, and metallurgical coal - collectively exceeding $1 trillion in 2025 (see Market Opportunity table above).

Target Customers Include:

• Steel Companies: Seeking cleaner carbon feedstocks, such as FASCarbon™, which is virtually sulfur-free (90% less sulfur than Petcoke) and suitable for steel production, reducing emissions to meet regulatory standards. FASCarbon™ is positioned as a sulfur-free alternative in the metallurgical coal market, particularly in Asia-Pacific, where steel demand remains a key driver of coal consumption.

• Energy Companies: Looking for cost-effective, low-emission transport fuels like diesel and naphtha intermediates produced by FASForm, which require minimal hydrotreating. These multi-hundred-billion-dollar global markets (see table above) are growing due to industrial and petrochemical demand, creating opportunities for FASForm™ fuels.

• High-Volume Fuel Buyers (e.g., Refineries and Airlines): Aiming to hedge against fuel price volatility, particularly in the global jet fuel market ($195.22 billion in 2025), driven by aviation recovery and sustainable aviation fuel (SAF) demand. FASForm's kerosene output positions it to supply airlines, while its naphtha and diesel intermediates serve refineries, supported by favorable U.S. tax credits of $1.5 billion for clean energy projects.

• Utilities/Independent Power Producers: With significant fossil-fuel power generation, seeking to comply with stringent EPA regulations on sulfur and CO₂ emissions.⁵³ FASCarbon's 25-35% lower CO₂ emissions and near sulfur-free profile enable utilities to retrofit over 200 U.S. coal-fired power plants, aligning with global investments of $500 billion by 2030 for coal transitions.⁵⁴

• Coal, Oil Sands, and Other High-Carbon Resource Producers: Seeking to expand exports with sustainable, higher-margin products. FASForm's ability to process coal, oil sands, and waste plastics into cleaner products like FASCarbon and hydrogen supports exports to regions like Asia-Pacific, where policies like China's hydrogen targets enhance demand.⁵⁵

Growth Opportunities: The FASForm™ process is well-positioned to capitalize on global decarbonization trends and supportive energy policies. In the U.S., the executive order designating coal as a mineral to boost clean coal technologies⁵⁶ and $1.5 billion in tax credits for coal region projects⁵⁷ create a favorable domestic market, particularly for utilities and power producers. Internationally, Asia-Pacific's robust coal demand (8.7 billion tons in 2025) and Europe's Emissions Trading System drive export opportunities for FASCarbon and hydrogen, especially in steel and energy sectors.⁵⁸ The technology's zero-waste design and low-emission profile address controversies around clean coal by offering a bridge to net zero, competing with renewables in coal-dependent regions. These factors, combined with FASForm's cost-competitive production (aligned with coal's $2-$3 per MMBtu advantage), position it for significant growth in both domestic and global markets.

Growth Strategy:

Frontieras North America's vision for growth leverages the FASForm™ process to meet robust demand for clean energy products in markets exceeding $1 trillion in 2025, including hydrogen ($197.39 billion), diesel ($252.81 billion), and jet fuel ($195.22 billion).⁵⁹ Strategic initiatives focus on scaling operations, diversifying feedstocks and products, and expanding globally, capitalizing on supportive policies and FASForm's environmental advantages.

1. Domestic Expansion: The company plans to build multiple FASForm™ facilities in West Virginia, which ranks fifth in U.S. energy production and can support 10 plants processing 10,000 tons per day each, equating to 36.5 million tons annually. These facilities will target markets like metallurgical coal ($182.52 billion in 2025) and diesel ($252.81 billion), secured by long-term coal feedstock agreements. Federal tax credits of $1.5 billion and the April 8, 2025, executive order promoting clean coal technologies, alongside West Virginia's tax incentives, streamline permitting and financing for rapid expansion.⁶⁰

2. Feedstock Diversification: Initially focused on coal, FASForm's ability to process lignite, oil sands, tar sands, and waste plastics opens new markets, such as recycling and oil sands regions like Canada. This flexibility reduces supply risks, enabling entry into the $198.43 billion naphtha market for petrochemicals and supporting circular economy trends for sustainable growth.⁶¹

3. Product Diversification: The company aims to expand into advanced carbon materials like carbon fibers and graphene, specialized chemicals such as aromatics, and sustainable aviation fuels (SAF), driven by the jet fuel market's 11.07% growth rate through 2030.⁶² FASForm's multi-product output-2.3 barrels of liquid fuels per ton, 20 million standard cubic feet per day of hydrogen, and high-energy FASCarbon-maximizes revenue across steel, chemical, and fuel applications.

4. International Licensing: With licensed patents covering up to 85% of the global coal market, the Company will pursue sublicensing agreements and joint ventures in high-demand regions like Asia-Pacific, where coal consumption is projected at 8.7 billion tons in 2025. China's hydrogen production goals and Europe's Emissions Trading System create opportunities for FASForm's low-emission products, which reduce CO₂ by 25-35%, meeting stringent global standards.⁶³

5. Special Purpose Entity Structure: The planned SPE structure enables efficient project financing for each facility, attracting investors to a $1 trillion clean energy market.⁶⁴By leveraging $1.5 billion in federal tax credits and $500 billion in global coal transition investments by 2030, the SPE model supports scalability and enhances investor returns.⁶⁵

6. Future Carbon Credits: As carbon markets grow, FASForm's environmental benefits-25-35% CO₂ reduction, 90% less sulfur than petcoke, and zero-waste processing-position it to generate revenue through carbon credits or offsets.

These initiatives leverage FASForm's cost-competitive production (fuels at less than $20/barrel equivalent), zero-waste design, and supportive policy environment to support growth in domestic and global markets, positioning Frontieras North America to compete effectively in the clean energy sector.

Competitive Landscape and Differentiation

Frontieras North America faces competition from various technologies and fuels, including direct coal liquefaction, coal gasification, conventional crude oil refining, and renewable diesel/biofuel production. These approaches have established infrastructure and market adoption but carry higher costs, water usage, or emissions compared to FASForm™.

The following table summarizes key benchmarks across competing processes:

*All Canadian dollar amounts have been converted into U.S. dollars at C$1.37 = US$1.00, the Bank of Canada rate on September 30, 2024. Conversions are provided for convenience only and do not represent that the Canadian dollar amounts actually represent such U.S. dollar amounts.

FASForm™ offers competitive advantages validated by pilot testing and third-party engineering assessments:

• Cost efficiency: production costs equivalent to less than US$20 per barrel, lower than liquefaction, gasification, or renewable diesel.

• Environmental performance: no process water use, no direct CO₂ emissions during processing, and a 25-35% reduction in lifecycle CO₂ compared to raw coal combustion.

• Product diversity: multi-product output including FASCarbon™, liquid fuels, and hydrogen, addressing markets collectively exceeding US$1 trillion in 2025.

• Feedstock flexibility: ability to process coal, lignite, oil sands, tar sands, and waste plastics, reducing supply risk compared to competitors reliant on narrow inputs.

Taken together, these advantages support FASForm™'s ability to compete effectively in U.S. and global markets, particularly in coal-dependent regions seeking lower-emission solutions.

Regulatory Environment and Compliance Strategy

Frontieras North America's operations, centered on the FASForm™ process, are subject to a complex framework of federal, state, and local regulations, with a primary focus on environmental compliance and emissions. West Virginia, contributing 5.6% of U.S. total energy production in 2022 and ranking fifth nationally, serves as a strategic energy hub, offering a favorable regulatory environment for the Mason County facility.⁶⁹ This is reinforced by federal policies, including the April 8, 2025, executive order designating coal as a mineral to promote clean coal technologies and $1.5 billion in tax credits for clean energy projects in coal regions, aligning with West Virginia's pro-energy framework.⁷⁰

Key Regulatory Considerations:

• Environmental Permits: The facility requires air quality permits under the Clean Air Act, water discharge permits under the Clean Water Act, and waste management permits under the Resource Conservation and Recovery Act (RCRA). FASForm's zero-waste design, producing no CO₂ during processing and repurposing byproducts like hydrogen sulfide into fertilizer, ensures compliance with these requirements^.71

• Product Specifications: Liquid hydrocarbons (naphtha, kerosene, diesel) must meet EPA and ASTM fuel quality standards for transportation fuels, targeting high-growth markets such as diesel ($252.81 billion in 2025) and jet fuel ($195.22 billion in 2025, 11.07% CAGR to 2030).⁷²  FASForm's minimal hydrotreating process achieves low-sulfur and performance standards, supporting sustainable aviation fuel (SAF) demand.⁷³

• Emissions Regulations: Compliance with EPA's National Emission Standards for Hazardous Air Pollutants (NESHAP) and 2024 power plant emission standards is critical, targeting sulfur, nitrogen oxides, and CO₂.⁷⁴ FASForm's 25-35% CO₂ reduction and near sulfur-free FASCarbon (90% less sulfur than petcoke) align with these standards, reducing emissions for over 200 U.S. coal-fired power plants.

• Transportation Regulations: Products transported by rail, truck, and barge must adhere to U.S. Department of Transportation (DOT) and Pipeline and Hazardous Materials Safety Administration (PHMSA) regulations. FASForm's high-energy, low-contaminant products, with reduced shipping mass due to moisture removal, streamline compliance and enhance transport efficiency.

Compliance Strategy: Frontieras North America is collaborating with environmental consultants and regulatory experts to ensure the Mason County facility design exceeds federal and state requirements, incorporating best practices for environmental protection. The facility leverages FASForm's zero-waste, low-emission profile-producing no CO₂ during processing, reducing CO₂ emissions by 25-35%, and utilizing a closed-loop system-to minimize compliance costs and environmental impact. Third-party validations from West Virginia pilot operations confirm alignment with air quality, water, and waste regulations, positioning the facility as a model for sustainable energy production.

West Virginia's supportive regulatory framework, facilitated by the West Virginia Economic Development Authority's tax incentives and streamlined permitting processes, enhances operational feasibility.⁷⁵ Federal support, including $1.5 billion in tax credits and the 2025 executive order, reduces regulatory barriers and financial risks.7⁶ To address controversies around clean coal versus renewables, the company engages proactively with regulators, highlighting FASForm's environmental benefits and alignment with global emissions reduction policies supported by coal transition investments of approximately $500 billion by 2030.⁷⁷ This strategy ensures compliance while capitalizing on the growing demand for clean energy products in markets like hydrogen ($197.39 billion in 2025) and metallurgical coal ($182.52 billion in 2025).⁷⁸

Company Statements and Testing History

The Company has previously disclosed the results of pilot testing and development activities in public statements and press releases. The statements made in this Offering Circular regarding product performance and environmental characteristics reflect the Company's own experience and understanding based on its internal development work and pilot-scale operations. No third-party engineering reports or opinions are filed as exhibits or relied upon in connection with this Offering Circular.

Legal Proceedings

We are not currently a party to any pending legal proceedings that are material to our business.

DESCRIPTION OF PROPERTY

Mason County, West Virginia Facility Site

On March 10, 2022, the Company entered into a Real Estate Option Agreement for the purchase of approximately 183.4 acres of land located in Mason County, West Virginia. This site is intended to serve as the location of our first commercial-scale refinery. The Option Agreement grants us the exclusive right to purchase the land.

The current expiration of the Option Agreement is December 16, 2025, following several extensions. On June 26, 2025, the option period was extended with a new purchase price of $4,585,000 (adjusted to $25,000 per acre). To date, the Company has made option payments totaling $582,500, which are non-refundable and will be applied to the purchase price at closing. Under the most recent extension, we are required to make additional monthly payments of $50,000 beginning July 16, 2025 to maintain the option.

Strategic Location Advantages

The Mason County site provides several strategic advantages:

• Transportation Infrastructure: Access to major highways, CSX rail lines (including an existing rail spur), and the Ohio River, facilitating transportation of raw materials and finished products.

• Proximity to Coal Resources: Located in West Virginia's coal region, providing access to our contracted Pittsburgh #8 coal supply. West Virginia is the second-largest coal producer in the nation.

• Utilities Access: Existing connections for electricity, natural gas, and water.

• Industrial Zoning: The property is zoned for industrial use, which we believe will facilitate the permitting process.

• Business Environment: West Virginia offers a competitive business climate, ranked #10 for best business climate in Business Facilities 2021 State Rankings Report, with stable tax conditions.

Planned Facility Infrastructure

If we complete the purchase of the property, we plan to construct:

• Processing Units: Core FASForm™ processing units and a renewable diesel refinery.

• Storage Facilities: Tanks and storage areas for raw materials and finished products.

• Loading/Unloading Facilities: Rail loading facilities and river barge moorings for material handling.

• Utilities Infrastructure: Power generation, water treatment, and other utility systems.

• Administrative Buildings: Office space, control rooms, and supporting facilities.

Current Status

We have not yet closed on the purchase of the property but intend to use a portion of the proceeds from this Offering to complete the purchase. Initial site assessments have been completed, including environmental reviews, geotechnical studies, and preliminary engineering evaluations, which have indicated that the site is suitable for our planned facility.

We have partnered with Consolidated Asset Management Services (CAMS) to provide operational support from construction and commissioning through maintenance and risk management. CAMS is expected to handle operational management, asset management, IT & cybersecurity, compliance, and risk management.

Risk Mitigation Strategies

To address potential risks associated with the property acquisition:

• We maintain a shortlist of potential alternative sites with comparable strategic advantages.

• We have proactively negotiated extensions to the Real Estate Option Agreement.

• We are prioritizing funding allocation for land acquisition through a phased fundraising approach.

The Company plans to form a special purpose entity (SPE) to develop and construct our first refinery and expects to own approximately seventy-nine percent (79%) of this SPE.

Note: Statements regarding our plans to purchase the property, construct a refinery, and operate the facility are forward-looking in nature and subject to the risks described under Risk Factors.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes. This discussion contains forward-looking

statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed

below and elsewhere in this Offering Circular.

OVERVIEW

Frontieras North America, Inc. ("Frontieras," the "Company," "we," "us," or "our") is a Wyoming corporation formed on March 25, 2021, as a wholly-owned subsidiary of Frontier Applied Sciences, Inc.

("FAS"), a Nevada corporation. We are an energy and industrial technology development company focused primarily on the commodities sector.

Our business model centers on developing refineries utilizing a proprietary refining technology called FASForm™, which we have exclusively licensed from FAS for use in the United States and Canada. This technology uses a solid-vapor reactive fractionation process to purify and reform solid carbonaceous materials (including coal, lignite, oil shale, tar sands, and waste plastics) by extracting volatiles, moisture, and contaminants. The solid product produced from this process is a low-emission, smokeless boiler fuel or technical carbon called "FASCarbon™ " along with valuable liquid hydrocarbon fuels, gases, industrial chemicals and fertilizers.

Our proprietary FASForm™, technology creates significant competitive advantages in the energy sector through its innovative approach which unlocks the intrinsic value of coal. We extract valuable components such as hydrogen, methane, diesel, aviation fuels, naphtha, and FASCarbon™ from lower-grade coal, other carbonaceous materials, and waste plastics. This zero-waste process uses residuals to make large volumes of sulfuric acid and fertilizer.

Recent Developments

• Extended the Real Estate Option Agreement for our 183.4-acre site in Mason County, WV through December 16, 2025. As of June 30, 2025, we have invested $582,500 in this option agreement. Pursuant to the June 2025 amendment to this agreement, the purchase price was adjusted to $25,000 per acre, or $4,585,000 in total.  We are obligated to make $50,000 monthly payments through the closing date, all of which are non-refundable but credited against the purchase price.

• Completed a Regulation CF offering launched in September 2024, which closed in April 2025, raising $4,601,175 of new working capital for our operations, less fundraising expenses.

• Secured 10-year contracts for both feedstock and off-take agreements, ensuring strong market demand and operational stability for our planned facility.

• In November 2024, we entered into a share purchase agreement with an investor for the sale of up to $150,000,000 of the Company's Class A Common Stock contingent upon achieving a public listing.

• As of June 30, 2025, we had $2,091,609 of cash on our balance sheet, improving our liquidity position from the end of fiscal year 2024.

RESULTS OF OPERATIONS

Year Ended September 30, 2024 Compared to September 30, 2023

The following table summarizes our results of operations for the fiscal years ended September 30, 2024 and 2023:

Revenue

We remained pre-revenue in 2024 and 2023, with plans to generate revenue once our first commercial facility becomes operational.

Operating Expenses

For the fiscal year ended September 30, 2024, our operating expenses were $1,022,285, compared to $557,507 in 2023, representing an increase of $464,778 or 83.4%. This increase was primarily driven by:

• An increase in the payment of professional fees to consultants and our operating principals which totaled $669,796 in 2024 compared to $400,386 in 2023

• Additional advertising and promotional expenses of $9,557 in 2024 compared to $2,150 in 2023

• Increased pre-development costs for our first commercial facility in Mason County, West Virginia

• Enhanced engineering and design expenses related to the FASForm™ technology implementation

• Higher general and administrative expenses to support our growth initiatives

Net Loss

For the fiscal year ended September 30, 2024, we incurred a net loss of $1,022,285, compared to a net loss of $562,095 for the fiscal year ended September 30, 2023, representing an increase of $460,190 or 81.9%. This increase in net loss was primarily due to the higher operating expenses described above, as we continued to invest in our growth strategy and preparations for our first commercial facility.

Nine Months Ended June 30, 2025 Compared to Nine Months Ended June 30, 2024

The following table summarizes our unaudited results of operations for the nine months ended June 30, 2025 and 2024:

Revenue

We remained pre-revenue in the nine months ended June 30, 2025 and 2024, with plans to generate revenue once our first commercial facility becomes operational.

Operating Expenses

For the first nine months of our fiscal year through June 30, 2025, our operating expenses were $1,769,378, compared to ($618,964) for the nine months ended June 30, 2024.

These increased operating expenses are comprised of $1,695,334 in general and administrative expenses and $74,044 in sales and marketing expenses, reflecting our continued investment in project development and preparing for the Mason County, WV project while securing necessary financing.

Net Loss

For the nine months ended June 30, 2025, we incurred a net loss of $1,742,445, compared to a net loss of $656,978 for the nine months ended June 30, 2024. As of June 30, 2025, our accumulated deficit was $3,705,817.  Our net loss primarily reflects our operating and capital campaign expenses as we continue to operate in the pre-revenue development stage, partially offset by $27,358 of interest income for the nine months ended June 30, 2025.

LIQUIDITY AND CAPITAL RESOURCES

Year Ended September 30, 2024 Compared to September 30, 2023

Current Liquidity Position

As of September 30, 2024, our cash and cash equivalents were $66,438, and we had a working capital surplus of $331,260 compared to a working capital deficit of $84,588 in 2023. The Company had a net operating loss of $1,022,285 and an operating cash outflow of $960,104 during fiscal year 2024. These factors normally raise substantial doubt about the Company's ability to continue as a going concern.

However, subsequent to the fiscal year end, the Company successfully raised $4,601,715 through a Regulation CF offering that closed in April 2025, less offering expenses. As of June 30, 2025, the Company had $2,091,609 of cash on its balance sheet, significantly improving its liquidity position.

Cash Flow Analysis

Cash Flow from Operating Activities

For the fiscal year ended September 30, 2024, net cash used in operating activities was $960,104, compared to $556,947 in 2023. The increase in cash used for operations was primarily driven by:

• Higher operating expenses, particularly payments to consultants and our operating principals

• Increased pre-development and engineering costs related to our Mason County facility

• Greater expenditures on advertising and promotion to support our capital raising activities

Cash Flow from Investing Activities

For the fiscal year ended September 30, 2024, net cash used in investing activities totaled $195,000 and  primarily related to our continued investment in the real estate option agreement for our Mason County, West Virginia site, compared to $75,000 in 2023. These investments position us to proceed with site acquisition and development as we secure additional funding.

Cash Flow from Financing Activities

For the fiscal year ended September 30, 2024, net cash provided by financing activities totaled $1,045,982, which primarily came from equity investments, compared to $771,500 in 2023. Our financing activities in 2024 were focused on preparing for our Regulation CF offering, which was launched in September 2024 and successfully closed in April 2025, raising $4,601,715.

Nine Months Ended June 30, 2025 Compared to Nine Months Ended June 30, 2024

Current Liquidity Position

As of June 30, 2025, our cash and cash equivalents were $2,091,609, compared to $387,116 as of June 30, 2024. This liquidity position is primarily the result of our successful Regulation CF offering that closed in April 2025, which raised $4,601,715, less offering expenses. Our total assets as of June 30, 2025 were $3,303,775, which included:

• Cash and cash equivalents: $2,091,609

• DealMaker holdback: $126,865

• Deposits (including $582,500 for West Virginia land): $647,500

• Due diligence costs for West Virginia land: $382,971

• Other current assets: $54,831

As of June 30, 2025, our total liabilities were $416, which related to accrued expenses. Our stockholders' equity was $3,150,389, which included additional paid-in capital of $6,841,703, an accumulated deficit of ($3,705,817), and a net loss for the period of ($1,742,445).

The substantial improvement in our cash position compared to September 30, 2024 provides us with greater financial flexibility to advance our Mason County project while we pursue additional financing to fully fund construction of our first commercial facility.

The Company has a net operating loss of $1,742,445, an operating cash outflow of $2,233,881 and liquid assets in cash of $2,091,609, which is less than a year's worth of cash reserves as of June 30, 2025. These factors normally raise substantial doubt about the Company's ability to continue as a going concern.

The Company's ability to continue as a going concern in the next twelve months following the date the financial statements were available to be issued is dependent upon its ability to obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results.

Management has evaluated these conditions and plans to raise capital as needed to satisfy its capital needs. During the next twelve months, the Company intends to fund its operations through debt and/or equity financing.

However, there are no assurances that management will be able to continue to raise capital on terms acceptable to the Company. If it is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its business, financial condition, and operating results. The accompanying financial statements do not include any adjustments that might result from these uncertainties.

Cash Flow Analysis

Cash Flow from Operating Activities

For the nine months ended June 30, 2025, net cash used in operating activities was $2,233,881.  The main components of our operating expenses during this period were professional fees as we focused on advancing our development plans and capital raising activities.

Cash Flow from Investing Activities

For the nine months ended June 30, 2025, our investing activities consisted of deposits related to our Mason County project site ($250,000). This investment is crucial for our project development as we prepare for construction of our first commercial facility.

Cash Flow from Financing Activities

For the nine months ended June 30, 2025, net cash provided by financing activities was $4,509,052, consisting of $1,260,020 proceeds from our 2024-2025 Regulation D offering and $4,601,715 proceeds from our Regulation CF offering that closed in April 2025, less offering expenses of $391,038 paid to our offering platform host Dealmaker, and legal, advertising and marketing expenses of $961,645 related to our capital campaign. This successful capital raise significantly improved our cash position and provided essential working capital to fund our ongoing operations and project development activities.

Overall, our cash flow profile reflects the pre-revenue nature of our business, with operating expenses and development costs funded primarily through equity financings. For the nine months ended June 30, 2025, we used approximately $2.2 million in cash for operating activities. While this equates to an average monthly burn rate of approximately $183,000, a portion of these expenses were non-recurring or front-loaded (including professional fees of approximately $260,000) and may not represent ongoing monthly cash use. As of June 30, 2025, we held $2,091,609 in cash and cash equivalents. Depending on the level of recurring operating expenses going forward, this balance is expected to provide approximately 10 months of runway. Historically, our liquidity has depended on periodic capital raises-including Regulation D private placements in 2023 and 2024 and our $4,601,715 Regulation CF raise in April 2025-and we expect to continue to require such financings until project-level debt and equity are secured. Future financing cycles will be closely tied to the pace of operating expenditures, progress on engineering and permitting milestones, and obligations under the Mason County real estate option agreement.

Capital Requirements and Future Funding Needs

Our current business plan estimates total capital expenditures of approximately $850 million for our first commercial-scale facility, which will include both a FASForm™, unit and a Renewable Diesel unit. We anticipate funding construction through a combination of equity and debt, with approximately 20% of the total project cost ($170 million) from equity and 80% ($680 million) from debt.

In 2024, we entered into an agreement with Consolidated Asset Management (CAMS), a leading operator and asset manager in the energy sector, to provide operations and maintenance, safety and compliance, IT/OT cybersecurity, vendor management, and financial/administrative services for our planned Mason County facility. While the CAMS engagement mitigates execution and operational risks once the facility is financed, it also represents a material contractual obligation. We expect to incur significant costs under this agreement once project financing is secured and construction of the facility has begun.

As of June 30, 2025, we had invested $582,500 in option payments for our Mason County project site and are obligated to continue monthly payments of $50,000 through December 16, 2025. These amounts are non-refundable but will be applied to the purchase price of $4,585,000. Our ability to exercise this option and acquire the land is contingent on securing additional financing.

Our independent auditors' report for the fiscal year ended September 30, 2024 included an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. While our April 2025 Regulation CF capital raise improved liquidity and reduced immediate pressure, our continuation as a going concern remains dependent on our ability to secure substantial additional financing. We will require significant additional capital-well in excess of our current resources-to fund construction of our Mason County facility and execute our business plan.

Although we have entered into a $150 million share purchase agreement contingent on achieving a public listing, and we are actively pursuing project-specific institutional debt and equity, there can be no assurance that such financing will be available on the terms or timeline we expect. Failure to raise additional capital when needed would materially harm our ability to proceed with construction, satisfy obligations under our site option agreement, and continue operations.

Proceeds from this Regulation A+ Offering will primarily be used for:

- Purchasing our site in Mason County, West Virginia ($4,585,000, based on the amended purchase price of $25,000 per acre for 183.4 acres);

- Completing final-phase project engineering;

- Site preparation for development; and

- Procuring long-lead materials for construction.

Following this Offering, we anticipate requiring additional capital to fully fund the construction of our first commercial facility. We are currently in discussions with potential lenders, institutions and insurance companies, regarding project debt/equity financing. We have also secured a commitment from an investor for up to $150 million in equity financing contingent upon achieving a public listing of our Common Stock.

Trends and Uncertainties Affecting Liquidity and Capital Resources

Our business plan assumes that a substantial portion of the $850 million capital cost for our Mason County, West Virginia facility will be procured through institutional sources. While we have entered into a $150 million share purchase agreement with an institutional investor, access to this capital is contingent upon our achieving a public listing of our Class A Common Stock. The timing and certainty of a public listing are outside of our control, and until such a listing occurs, we cannot rely on this source of financing. Finally, our current $850 million cost estimate for the Mason County facility is based on current engineering assumptions, but large-scale infrastructure projects are subject to inflationary pressures, supply chain constraints, and construction risks that may increase total costs. If project costs escalate materially, we will be required to raise additional capital, which could increase dilution or debt burden and may delay execution of our project.

ISSUANCES OF EQUITY

Previous Regulation D Offerings

Since our inception, we have conducted several private placement offerings under Regulation D of the Securities Act of 1933, as amended. These offerings have been instrumental in providing the initial capital needed to develop our business plan, secure our technology licensing agreement, and begin the preliminary engineering and site planning for our first commercial facility.

2022-2023 Private Placement Memorandum Offering

In August 2022, we launched a Regulation D, Rule 506(b) private placement pursuant to a Private Placement Memorandum offering up to $5 Million of our Class A Common Stock at $25.00 per share (pre-split). The minimum subscription was $50,000, subject to waiver at the Company's discretion. Investors in this Offering also received an option to acquire up to 1% of the equity in a special purpose entity (SPE) to be formed for holding title to our Mason County, West Virginia project site.

Approximately $400,000 in proceeds was raised from four accredited investors which was were used for product development and general working capital as proceeds were not sufficient to be applied towards the $3.85 million purchase price under our March 2022 Real Estate Option Agreement for the Mason County site.

2024-2025 Rule 506(b) PPM Offering

In October 2024, we launched another Regulation D, Rule 506(b) private placement offering up to $5 million of our Class A Common Stock at $6.00 per share (post-split). Investors also received options to acquire up to 0.20% equity in the project SPE to be formed for the Mason County facility, with the percentage proportionately reduced if the maximum was not raised.

We raised approximately $1,260,000 from 21 investors. Proceeds were used for project engineering, site preparation, extension payments under our land option, engagement of CAMS as operator/asset manager, and general corporate purposes.

Share Purchase Agreement

In November 2024, we entered into a share purchase agreement with an investor for the sale of up to $150,000,000 (the "Aggregate Limit") of the Company's Class A Common Stock contingent upon achieving a public listing. This agreement represents a significant potential source of future equity capital that we can access following a public listing.

Key terms of the agreement include:

• The Company can put Common Stock to the investor within three years from public listing at 90% of the average daily closing price during the draw-down pricing period

• Draw-down amounts may not exceed 400% of the average trading volume for the 30-day period immediately preceding the draw-down exercise date

• The Company can put restrictions on stock sales by the investor and prohibit short sales

• The Company can set a threshold "floor" price during draw-down periods

• On the public listing date, the Company will issue warrants to the investor granting the right to purchase Common Stock representing 6.15% of the total equity interest

• The investor is entitled to a 2% commitment fee of the Aggregate Limit ($150,000,000), either in cash or Common Stock, within one year from the public listing date

• If the Company is sold in a private transaction, a fee of 2.5% of the total consideration received by the Company shall be paid to the investor

This agreement provides us with flexibility for future equity financing without the immediate dilution of our current shareholders.

Recent and Upcoming Offerings

2024-2025 Regulation CF Offering

In September 2024, we launched a Regulation Crowdfunding (CF) offering through DealMaker Securities LLC as the intermediary. This Offering was structured to allow both accredited and non-accredited investors to participate in our growth. The offering was conducted pursuant to Section 4(a)(6) of the Securities Act and Regulation Crowdfunding promulgated thereunder.

The offering featured the following terms:

• Security Type: Class C Common Stock

• Price per Share: $6.73

• Target Offering Amount: $10,003.88

• Maximum Offering Amount: $4,999,993.58

• Offering Deadline: April 28, 2025

The offering closed in April 2025, successfully raising $4,601,715 from investors. The proceeds from this offering have been used primarily to:

• Fund ongoing operations and working capital needs

• Advance the engineering and design work for our Mason County facility

• Support our marketing and business development efforts

• Fund due diligence costs for our West Virginia land

• Make deposits related to our Mason County project site

This successful raise significantly improved our liquidity position, with $2,091,609 in cash and cash equivalents on our balance sheet as of June 30, 2025.

September 2025 Regulation CF Offering

The Company launched a new Regulation CF offering on September 4, 2025. This offering featured the following terms:

• Security Type: Class C Common Stock

• Price per Share: $6.73 (excludes the 3% Investor Processing Fee up to $80 per investor)

• Target Offering Amount: $10,000.02

• Maximum Offering Amount: $849,545.94

• Offering Deadline: November 30, 2025

The proceeds from this offering will be used primarily for:

1. Capital Expenditures: Funding our option to purchase real estate in Mason County, West Virginia for our first commercial-scale facility

2. General Working Capital: Supporting our ongoing operations and growth targets

3. Product and Research Development: Advancing project site engineering and technology development

The offering is being conducted through DealMaker Securities LLC as the intermediary, and investors can find more information at https://invest.frontieras.com. The Company may accept oversubscriptions at its discretion, up to the Maximum Offering Amount.

Integration safeguard: To reduce integration risk, we will terminate this CF offering prior to qualification of this Regulation A offering (specific termination date intentionally left open pending the qualification date). See "Plan of Distribution-Concurrent offerings; integration safeguards."

2025 Rule 506(c) PPM Offering

On June 9, 2025, we commenced a private offering under Rule 506(c) of Regulation D to accredited investors only for up to $15,000,000. The key terms were:

• Security Type: Class A Common Stock

• Price per Share: $6.00

• Investor Eligibility: Accredited investors only

• Minimum Investment: $100,000

• SPE Option: For every $100,000 invested, investors receive an option to acquire one unit in a special purpose entity ("SPE") that will hold up to 0.6% ownership interest in the Mason County facility (up to 150 SPE units in the aggregate), subject to the SPE subscription documents

• Placement / Marketing: Marketed by exclusively through an unaffiliated, FINRA-member broker-dealer under separate offering materials and subscription workflows; we may pay customary selling commissions and allowable expenses

• Offering Period: Currently targeted to remain open through March 31, 2025 (we may extend or terminate earlier at our discretion)

This offering is marketed exclusively through an unaffiliated, FINRA-member broker-dealer under separate offering materials, webpages and subscription workflows. It may continue while this Regulation A offering is in market, but there is no cross-conditioning or cross-direction of prospective investors. See "Plan of Distribution-Concurrent offerings; integration safeguards" and Exhibit 6.8 (Rule 506(c) Private Placement Memorandum, to be filed by pre-qualification amendment). We intend to use any net proceeds, if raised, to support project engineering, site acquisition and preparation, long-lead procurement and general corporate purposes, consistent with "Use of Proceeds" in this Offering. There is no assurance any proceeds will be raised.

Current Regulation A+ Offering

We are currently conducting a Regulation A+ Offering of our Class C Common Stock to raise up to the Maximum Offering Amount of $25,749,993.35. The Offering was qualified by the Securities and Exchange Commission on [PLACEHOLDER: qualification date].

The proceeds from this Offering will primarily be used for:

• Purchasing our site in Mason County, West Virginia ($4,585,000, based on the current purchase price of $25,000 per acre for 183.4 acres pursuant to our amended real estate option agreement)

• Completing final-phase project engineering (estimated at $18 Million)

• Site preparation for development

• Procuring long-lead materials for construction

• General working capital of the Company

DEBT

As of June 30, 2025, all previously issued convertible notes have been settled. For the unaudited period ended June 30, 2025 and audited period ended September 30, 2024, the settlement of $744,643 and $692,151, respectively, in convertible promissory notes had no cash impact and is not reflected in cash flow line items, consistent with GAAP for non-cash activities.

Economically, settlement was facilitated through an option agreement with FAS, resulting in a non-cash contribution to FAS's capital account in the Company without direct dilution or cash outflow. For further details, see footnote 3 to “Previous and Current Capital Raises” subsection under Summary and Note 4 to the unaudited interim financial statements.

Currently, we have no outstanding debt obligations.

Off-Balance Sheet Arrangements

As of September 30, 2024, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

INDUSTRY TRENDS AND REGULATORY ENVIRONMENT

Market and Industry Trends

Frontieras North America's financial performance and liquidity are influenced by several industry trends, as discussed in 'Business - Growth Strategy.' Rising electricity demand from AI and data centers, potentially consuming 6.7- 12% of U.S. electricity by 2028, may drive revenue from FASCarbon™ and hydrogen (USD 192.55 billion market in 2025), but competition from renewables (60% of global power by 2030) could limit growth.⁷⁹ Stable coal demand (8.7 billion tons through 2027) supports feedstock availability and FASCarbon™  sales, though regulatory shifts may increase compliance costs.⁸⁰ See 'Business - Growth Strategy' for details on market opportunities. U.S. tax credits (USD 1.5 billion) and a January 2025 executive order may lower capital needs, but policy reversals pose uncertainties.⁸¹ Rising carbon costs for refiners ($100/ton by 2033) enhance FASForm's cost advantage (<$20/barrel), but renewable fuel adoption may impact diesel and jet fuel margins (USD 252.81 billion and USD 195.22 billion markets).⁸² See 'Business - Growth Strategy' for market size data. The coal industry's innovation lag creates opportunities for FASForm™, though market adoption depends on regulatory and competitive dynamics.⁸³

Regulatory Considerations

The regulatory environment affecting our operations includes:

• Environmental Permits: Compliance with air quality, water discharge, and waste management regulations, particularly for our Mason County, WV facility. We will work closely with the West Virginia Department of Environmental Protection to ensure timely approvals for our planned facility.

• Emissions Standards: Regulations under the Clean Air Act affecting coal processing emissions, with potential impacts on our FASCarbon™ product. Our technology is designed to significantly reduce emissions compared to traditional coal use, with the potential for 25-35% net CO²' emissions reduction.

• Energy & Fuel Regulations: Oversight by the Department of Energy, EPA, and other agencies on synthetic fuel production, transportation, and carbon emissions. The current regulatory environment is more favorable to coal and fossil fuel utilization following recent policy changes.

We continue to monitor regulatory changes that may impact project timelines and financial performance, while positioning our technology as a solution that can help meet both energy demands and environmental objectives.

CRITICAL ACCOUNTING POLICIES

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.

We believe that the following accounting policies are the most critical to the judgments and estimates used in the preparation of our financial statements:

1. Property and Equipment: Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.

2. Investment in Real Estate Option Agreement: The Company recognizes payments made under real estate option agreements at cost as an asset. Such costs are incorporated into the property's value when acquired or expensed if the option lapses.

3. Intangible Assets: Intangible assets primarily consist of our exclusive license to use the FASForm™, technology in the United States and Canada. These assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

4. Income Taxes: The Company accounts for income taxes under the liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between financial statement carrying values and respective tax bases. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized.

RECENT DEVELOPMENTS AND SUBSEQUENT EVENTS

Since September 30, 2024, several significant events have occurred:

• In September 2024, we launched a Regulation Crowdfunding capital raise, which closed in April 2025, raising $4,601,715 of new working capital for our operations, less fundraising expenses.

• In November 2024, we entered into a share purchase agreement with an investor for the sale of up to $150,000,000 of the Company's Class A Common Stock contingent upon achieving a public listing.

• As of June 30, 2025, we had $2,091,609 in cash and cash equivalents on our balance sheet, significantly improving our liquidity position.

• One remaining convertible note was settled on October 31, 2024, eliminating all convertible debt from our balance sheet.

• We have continued to advance engineering and site preparation activities for our Mason County, WV facility, positioning us to move forward with construction as we secure additional capital. Our real estate option agreement with BJ Builders, Inc. for the 183.4-acre site in Mason County, West Virginia remains valid until December 16, 2025, and we retain the ability to extend the option beyond that date if deemed economically beneficial to the Company.

• The Company launched a new Regulation CF offering on September 4, 2025, seeking to raise up to $396,098 through the sale of Class C Common Stock at $6.73 per share. This Offering will run through November 30, 2025, and the proceeds will be used for capital expenditures related to our Mason County site option, general working capital, and product and research development including project site engineering.

RELAXED ONGOING REPORTING REQUIREMENTS

If we become a public company in the future, we will be required to publicly report on an ongoing basis as an "emerging growth company" (as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as we remain an "emerging growth company," we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not "emerging growth companies," including but not limited to:

• Not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002;

• Reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements;

• Exemption from the requirements to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved;

• Presenting only two years of audited financial statements and only two years of related management's discussion and analysis of financial condition and results of operations in our initial registration statement; and

• Reduced disclosure obligations in our periodic reports, proxy statements, and registration statements.

If we become a public reporting company in the future, we expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an "emerging growth company" for up to five years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an "emerging growth company" as of the following September 30.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Executive Officers and Directors

Business Experience

Matthew McKean - Chief Executive Officer and Director

Mr. McKean co-founded Frontieras North America in 2021 and serves as its Chief Executive Officer and Director. He is also Chairman and CEO of Frontier Applied Sciences, Inc. since 2011. Mr. McKean has more than 25 years of experience in finance and operations, originating and placing more than $3 billion in real estate secured finance. His background spans industries including construction, heavy-equipment leasing, green product development, advertising and PR, highway construction, and consumer goods. He holds a B.S. in Human Nutrition with emphasis in Chemistry from Arizona State University

Joseph Witherspoon - Chief Technology Officer and Director

Mr. Witherspoon is the co-founder, CTO, and Director of Frontieras and CTO of Frontier Applied Sciences, Inc. since 2010. He is the inventor of the FASForm™ (SCF) process and author of its core patents. Previously, he held engineering roles with Marathon Petroleum, Chevron, Enterprise Products, and Sinclair Oil. He holds a B.S. in Chemical and Fuels Engineering from the University of Utah and is a licensed Professional Engineer.

Jose Lopez - Chief Financial Officer

Mr. Lopez was appointed CFO of Frontieras in 2025. He previously served as VP of Finance for Paterson-UTI Energy, Inc. (2022-2025), where he led corporate financial planning, post-merger integration, ESG reporting, and synergies realization. Prior to that, he was CFO of Western Hemisphere Integrated Well Services (2019-2022). Earlier, Mr. Lopez spent over a decade at PwC managing audits of multi-national public companies in oil and gas, including international assignments in Houston, London, and The Hague, and supporting an oil & gas IPO. He earned his B.A. in Accounting and Finance, cum laude, from the University of Houston-Clear Lake.

Andrea Moran, CCO

Ms. Moran joined Frontieras in 2022 as Chief Commercial Officer. She is responsible for commercialization strategy, commodities-sector partnerships, and execution of go-to-market initiatives. Previously, she was Vice President of Business Development at Yield Power Group, LLC, and Co-Founder/Managing Partner of Enigami Partners, an energy-resource and investment liaison firm. She holds a B.S. in Political Science from the University of Wisconsin-Madison

Doug Remy - Director

Mr. Remy has served as Director of Frontieras since 2021 and is also a Director of Frontier Applied Sciences, Inc. since 2017. His responsibilities include finance, legal, and administrative oversight. Mr. Remy has been a principal in investment funds raising over $1 billion from high-net-worth individuals, family offices, and institutions. He has also served as an external CFO to companies in energy, manufacturing, and construction. He holds an MBA from Harvard University and a B.A. in Accounting from Luther College (Iowa), magna cum laude.

Board Composition

Our board of directors currently consists of three members: Matthew McKean, Joseph Witherspoon, and Doug Remy. The Company's Bylaws provide that the board shall consist of at least one, and no more than ten directors, with the number determined by resolution of the board. Directors are elected annually by the shareholders.

Our board of directors does not currently have any committees but may establish committees in the future as our operations expand.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Executive Compensation

For the fiscal year ended September 30, 2024, the Company paid an aggregate of $640,000 to its four principal officers (CEO, CTO, CFO, and CCO) under independent contractor arrangements. These payments were not fixed recurring salaries but were determined by the Board of Directors based on liquidity and available working capital and may be subject to adjustment or deferral. Accordingly, they should not be viewed as fixed recurring salary obligations.

The following table sets forth information concerning the compensation of our named executive officers for the fiscal year ended September 30, 2024:

* Mr. Remy served as Chief Financial Officer through 2024. In 2025, Jose Lopez was appointed Chief Financial Officer of the Company.

Note: The individualized amounts above will sum to the $640,000 aggregate disclosed in our audited financial statements for FY2024

For fiscal 2025, the Company expects to continue compensating its Chief Executive Officer, Chief Technology Officer, and Chief Commercial Officer pursuant to independent contractor arrangements approved by the Board of Directors, under which aggregate compensation is anticipated to approximate prior fiscal year levels, subject to liquidity and adjustment or deferral as determined by the Board.

In May 2025, the Company appointed Jose Lopez as Chief Financial Officer. Mr. Lopez's salary compensation is $225,000 annually under his employment agreement subject to a bonus to be determined at the discretion of the Board's Compensation Committee. See Exhibit 6.7a - Lopez Employment Agreement.

Equity Incentive Plan and Stock Option Grant

In July 2025, the Company's Board of Directors adopted the Frontieras North America 2025 Equity Incentive Plan (the "Plan"), which provides for the issuance of stock options and other equity-based awards to employees, directors, and consultants. On August 18, 2025, the Company granted to Jose Lopez, its Chief Financial Officer, a stock option to purchase 500,000 shares of Class A Common Stock at an exercise price of $6.00 per share. The option vests in four equal annual installments of 25% beginning on June 16, 2026, and expires on June 16, 2035, subject to earlier termination in accordance with the terms of the Plan and his award agreement. See Exhibit 6.7b - Lopez Option Grant Notice.

The Company may in the future adopt additional equity incentive plans or grant stock options or other equity-based compensation; however, except as noted above, no such arrangements have been implemented as of the date of this Offering Statement.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of June 30, 2025, for:

• Each person known by us to beneficially own more than 5% of our outstanding common stock;

• Each of our executive officers and directors; and

• All of our executive officers and directors as a group.

Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act and includes voting or investment power with respect to the securities. Percentages are based on 250,380,995 shares of Class A Common Stock, 93,989,250 shares of Class B Common Stock, and 714,695 shares of Class C Common Stock outstanding as of June 30, 2025.

(1) Each share of Class A Common Stock entitles the holder to one vote; each share of Class B Common Stock entitles the holder to ten votes; shares of Class C Common Stock have no voting rights.

(2) Matthew McKean and Joseph Witherspoon are the founders of Frontier Applied Sciences, Inc. ("FrontierAS") and collectively own 3,759,750 shares of FrontierAS common stock out of 6,254,000 shares outstanding, representing approximately 60.1% of FrontierAS. As a result, each of Mr. McKean and Mr. Witherspoon may be deemed to beneficially own the 92,706,333 shares of our Class A Common Stock held of record by FrontierAS. The same shares are shown in the table as beneficially owned by FrontierAS; ownership is not additive.

(3) For this aggregate calculation, the beneficially owned interest 92,706,333 of FrontierAS is calculated once.

(4) Shares are held of record by Maui Scottsdale Trust II. Adrienne Shumway, Trustee has voting and dispositive power over these shares and may be deemed to beneficially own such shares.

Concentration of control

Our executive officers and directors-principally Mr. McKean and Mr. Witherspoon as the sole holders of all outstanding Class B Common Stock-collectively hold approximately 94.6% of the total voting power of our outstanding common stock as of June 30, 2025. As a result, they have the ability to control or significantly influence the outcome of all matters submitted to stockholders for approval, including the election of directors and approval of significant corporate transactions.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

License Agreement with Frontier Applied Sciences, Inc.

On July 22, 2022, we entered into an exclusive license agreement with our affiliate, Frontier Applied Sciences, Inc. ("FAS"), for the use of its patented FASForm™ technology (U.S. Patent No. 9,926,492 and Canadian Patent No. 2,796,353), as amended on October 3, 2023. The license covers the United States and Canada, has an initial 25-year term, and may be renewed for successive five-year periods. In consideration for the license, we agreed to pay FAS an annual fee of $950,000 per refinery that uses the technology, payable quarterly. The license allows us to defer payment until our first commercial refinery is commissioned; as of the date of this Offering Circular, no payments have been made.

Ownership and Control of FAS

As of August 28, 2025, FAS owned approximately 26.8% of our outstanding shares. Our co-founders, Matthew McKean (CEO) and Joseph Witherspoon (CTO), together control approximately 86.88% of the voting power of FAS through Class B super-voting shares. Accordingly, our licensing arrangements with FAS are not the result of arm's-length negotiations, and conflicts of interest may arise in connection with the ongoing administration or amendment of these agreements.

Special Purpose Entity Arrangements

We and FAS have agreed on the following ownership structure for special purpose entities ("SPEs") that will own and operate refinery projects: FAS will hold 20% of the equity in the first SPE, 7.5% of the second through fourth SPEs, and 5% of the fifth and subsequent SPEs. For our first refinery project, we expect to hold approximately 79% of the equity, with FAS entitled to the balance. FAS may divide, allocate, or transfer its SPE interests to third-party investors at its discretion. These arrangements will reduce the portion of refinery-level profits attributable to the Company.

CPT Energy, LLC License Rights

On December 14, 2019, FAS entered into a stock purchase agreement with CPT Energy, LLC ("CPTE"), under which CPTE acquired equity in FAS and received the right to obtain a non-exclusive license to the FASForm™ technology. This right may be exercised for a five-year period beginning after the first facility independently developed and managed by FAS is placed in service. The license requires CPTE to grant to FAS (or its affiliate) a 25% profits interest in the first CPTE facility and a proportional profits interest in each subsequent CPTE facility. These rights could dilute the exclusivity of our license and result in additional facilities competing with ours.

Compensation of Related Parties

For the fiscal year ended September 30, 2024, we paid an aggregate of $640,000 to our four principal officers (CEO, CTO, CFO, and CCO) under independent contractor arrangements. These payments were based on Board determinations of available liquidity rather than fixed employment contracts, and they are considered related-party transactions.

Conflicts of Interest

Our officers and directors hold positions with, and beneficially own equity in, FAS. As a result, certain of our executive officers and directors have interests in transactions that may conflict with the interests of our stockholders. We do not currently have a formal written policy for approving related-party transactions, but such transactions are reviewed and approved by our Board of Directors. As we transition toward becoming a reporting company, we intend to adopt policies and procedures designed to ensure that any related-party transactions are approved by disinterested directors and are on terms no less favorable than could be obtained from unaffiliated third parties.

SECURITIES BEING OFFERED

Description of Securities

We are offering up to 3,387,533 shares of our Class C Common Stock at a price of $7.38 per share. The total Maximum Offering Amount is $25,749,993.35. See "Use of Proceeds" and "Plan of Distribution."

Minimum Investment

The minimum investment amount is $1,003.38 per investor, excluding investment processing fees, representing 136 shares of Class C Common Stock. Investors cannot purchase fractional shares.

Investor Processing Fee

The Company will charge investors a fee ("Investor Processing Fee") of 3% of their investment amounts up to a maximum fee per investor of $80, for up to $749,999.78 in maximum total Investor Processing Fees. See "Plan of Distribution."

Authorized and Outstanding Capitalization

Our authorized capital stock consists of 1,000,000,000 shares, divided into: 500,000,000 Class A Common Stock (1 vote per share), 250,000,000 Class B Common Stock (10 votes per share; no economic rights), and 250,000,000 Class C Common Stock (non-voting). Class B automatically retires upon any transfer and has no dividend or liquidation rights. See Exhibit 2.1 - Articles of Incorporation, Exhibit 2.2 - Articles of Amendment and Article V Text, and "Description of Articles and Bylaws."

As of September 30, 2024 (audited), we had 250,171,000 Class A Common Stock and 93,993,750 Class B outstanding; no Class C was outstanding as of that date. See Security Ownership of Management and Certain Securityholders and Dilution for additional information on outstanding securities and ownership..

Voting Rights

Class C Common Stock has no voting rights. For comparison:

• Class A Common Stock is entitled to one (1) vote for each share held of record.

• Class B Common Stock has supermajority voting rights, with each share entitled to ten (10) votes

Except as otherwise required in the Articles of Incorporation or by applicable law, the holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters on which shareholders are generally entitled to vote. The holders of our common stock do not have cumulative voting rights.

Dividend Rights

Subject to applicable law and the rights of any other outstanding class or series of stock having preferences, dividends may be declared and paid on Class A Common Stock and Class C Common Stock out of assets legally available for that purpose at such times and in such amounts as the Board of Directors may determine. Class B Common Stock has no economic rights.

We have never declared or paid any cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future.

Liquidation Rights

In the event of our liquidation, dissolution, or winding up, holders of our Class A Common Stock and Class C common stock are entitled to share ratably in all assets remaining after payment of liabilities.

Equity Incentive Plan

On July 14, 2025, our Board adopted the Frontieras North America 2025 Equity Incentive Plan (the "2025 Plan") to attract and retain personnel and align incentives with stockholders. The 2025 Plan is filed as Exhibit 6.6a - Frontieras North America 2025 Equity Incentive Plan and the following summarizes its material features relevant to investors (see "Compensation of Directors and Executive Officers," "Dilution", and related Exhibits for additional information).

• Share Reserve. The 2025 Plan initially reserves 50,000,000 shares of our common stock for awards, subject to adjustment for stock splits and similar events. Shares tendered or withheld for exercise price or taxes are not returned to the pool.

• Administration. Administered by our Board or its delegate (compensation committee), with authority to grant and interpret awards, set vesting and other terms, and make adjustments as provided in the plan.

• Eligibility. Employees, directors, and consultants of the Company and its affiliates are eligible to receive awards.

• Award Types. Incentive stock options ("ISOs"), non-qualified stock options ("NQSOs"), stock appreciation rights ("SARs"), restricted stock and restricted stock units ("RSUs").

• Option Pricing and Term. Options must have an exercise price at least equal to fair market value on the grant date and generally have a maximum term of 10 years (shorter for certain ISO holders). SARs also generally have a maximum 10-year term.

• Vesting / Service Conditions. Vesting schedules are set in the award agreements. Unexercised options/SARs typically terminate upon service cessation, subject to limited post-termination exercise windows (e.g., up to 3 months after termination, and up to 12 months following death or disability).

• Transferability. ISOs are not transferable other than by will or laws of descent. NQSOs may be transferable to permitted transferees if authorized by the administrator; otherwise awards are non-transferable.

• Change in Control. Upon a change in control, options/SARs may become immediately exercisable and restricted awards may vest or be settled, and the administrator may cash-out, assume, substitute or cancel awards (including cancellation without payment for "out-of-the-money" options/SARs), as provided in the plan.

• Adjustments. In the event of stock splits, recapitalizations and similar transactions, the share reserve, outstanding awards and exercise prices are equitably adjusted per the plan.

Potential Dilution. Awards under the 2025 Plan will dilute stockholders when granted/settled. See Security Ownership of Management and Certain Securityholders and Dilution for additional information on outstanding securities and ownership.; the full plan and standard award forms are filed as Exhibit 6.6a - Frontieras North America 2025 Equity Incentive Plan and Exhibit 6.6b - Form of Stock Option Grant Notice, Option Agreement, and Notice of Exercise.

Note on individual grants. Specific executive or director grants (e.g., option grants) are disclosed in Compensation of Directors and Executive Officers; the 2025 Plan summary above is limited to plan features.

Control

Ownership of the Company's shares is concentrated in our affiliate, Frontier Applied Sciences, Inc. ("FAS"), and in our officers and directors. FAS, together with our executive officers and directors and their affiliates, beneficially own or control, directly or indirectly, an aggregate majority of our shares.

Additionally, certain affiliates, officers, and directors own Class B shares which entitle them to ten (10) votes per Class B share. Even if the Maximum Offering Amount is raised, the aggregate ownership of our affiliate and executive officers and directors will still limit the ability for other stockholders to influence corporate matters.

Board of Directors Authority

The Board of Directors of the Company has significant discretion in most matters, and few decisions are made by the stockholders or need their approval. The primary means for stockholders to exert influence over the Company is through the annual election of directors.

No Anti-Dilution; Future Issuances

The Class C shares offered do not have anti-dilution protections. We expect to raise additional equity (and project-level debt) to fund development and construction, which will dilute holders when issued. See "Management's Discussion and Analysis-Liquidity and Capital Resources and Dilution." (A separate share purchase agreement contingent on a future public listing may also be utilized; see MD&A and Exhibit 6.4 - Share Purchase Agreement with GEM Global Yield).

Transfer Restrictions

The securities offered in this Offering are being issued in a transaction exempt from registration under the Securities Act of 1933, as amended, and may not be transferred unless registered under the Securities Act or an exemption from such registration is available.

Class B is non-transferable and automatically retires if transferred. Class A Common Stock and C are transferable subject to applicable law and any transfer agent procedures. No public market currently exists for our securities.

Offering Period

The Offering will terminate at the earlier of: (1) the date at which the Maximum Offering Amount has been sold, (2) the date specified in the Offering documents, or (3) the date at which the Offering is earlier terminated by the Company in its sole discretion. The Company may extend the Offering for up to one year in its discretion.

Governing Documents

The primary documents governing the rights of investors holding the securities are the Company's Articles of Incorporation (including amendments) and Bylaws. All statements regarding voting and control of the securities are qualified in their entirety by reference to these Governing Documents.

Investors should not purchase the Securities if they are not comfortable with the voting rights, lack of liquidity, and potential for dilution inherent in this investment.

LEGAL MATTERS

We have retained Hess Legal Counsel LLC to advise us in connection with the preparation of this Offering Circular, the Subscription Agreement and any other documents related thereto. Hess Legal Counsel LLC has not been retained to represent the interests of any Stockholder in connection with this offering.  All prospective investors that are evaluating or purchasing shares of Class C Common Stock should retain their own independent legal counsel to review this Offering Circular, the Subscription Agreements and any other documents and matters related whatsoever to this offering, and to advise them accordingly.

EXPERTS

Our financial statements for the years ended September 30, 2023 and September 30, 2024 included in this Offering Circular have been audited by Set Apart Accountancy Corp., an independent registered public accounting firm, as stated in its report appearing herein.  Such financial statements have been included in reliance upon the report of such a firm given upon its authority as an expert in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC an offering statement on Form 1-A under the Securities Act with respect to the interests offered by this Offering Circular. This Offering Circular does not contain all of the information included in the Offering Statement, portions of which are omitted as permitted by the rules and regulations of the SEC. For further information pertaining to us and the interests to be sold in this offering, you should refer to the offering statement and its exhibits. Whenever we make reference in this offering circular to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the offering statement for copies of the actual contract, agreement or other document filed as an exhibit to the offering statement or such other document, each such statement being qualified in all respects by such reference. Upon the qualification of this offering, we will be subject to the informational requirements of Tier 2 of Regulation A and will be required to file annual reports, semi-annual reports, current reports and other information with the SEC. We anticipate making these documents publicly available free of charge, on our website as soon as reasonably practicable after filing such documents with the SEC.

You can read the Offering Statement and our future filings with the SEC over the Internet at the SEC's website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

We will answer inquiries from potential investors concerning the interests, the Company and other matters relating to the offer and sale of the Shares under this Offering Circular. We will afford the potential investors the opportunity to obtain any additional information to the extent we possess such information or can acquire such information without unreasonable effort or expense that is necessary to verify the information in this Offering Circular.

Requests and inquiries regarding this offering circular should be directed to:

Frontieras North America, Inc.

1000 Main Street Suite 2300

Houston, TX 77002

Phone: (602) 509-0950

Email: invest@frontieras.com

FINANCIAL STATEMENTS

The audited financial statements for the years ended September 30, 2024 and 2023 are included at the end of this Offering Circular beginning on page F-2. 

Unaudited interim financial statements for the nine months ended June 30, 2025 are included at the end of this Offering Circular beginning on page F-18.

FRONTIERAS NORTH AMERICA

AUDITED FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

(Expressed in United States Dollars)

INDEX TO FINANCIAL STATEMENTS

INDEPENDENT AUDITORS' REPORT

To the Board of Directors

Frontieras North America

Houston, Texas

Opinion

We have audited the financial statements of Frontieras North America, which comprises the balance sheets as of September 30, 2024 and September 30, 2023, and the related statements of operations, changes in stockholders' equity/(deficit), and cash flows for the years ended September 30, 2024 and September 30, 2023 and the related notes to the financial statements (collectively, the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Frontieras North America for the years ended September 30, 2024 and September 30, 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Going Concern

As discussed in Note 10, certain conditions indicate that the Company may be unable to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Frontieras North America and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America and for the design, implementation, and maintenance of internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Frontieras North America's ability to continue as a going concern for a period of twelve months from the date of issuance of these financial statements.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these financial statements.

In performing an audit in accordance with GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

• Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Frontieras North America's internal controls. Accordingly, no such opinion is expressed.

• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Frontieras North America's ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

August 26, 2024

Los Angeles, California

FRONTIERAS NORTH AMERICA

BALANCE SHEETS

AS OF SEPTEMBER 30, 2024 AND 2023

 See accompanying notes to financial statements.

FRONTIERAS NORTH AMERICA

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

See accompanying notes to financial statements.

FRONTIERAS NORTH AMERICA

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT)

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

See accompanying notes to financial statements.

FRONTIERAS NORTH AMERICA

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

See accompanying notes to financial statements.

1. NATURE OF OPERATIONS

Frontieras North America was incorporated on March 25, 2021, in the state of Wyoming. The financial statements of Frontieras North America (which may be referred to as the "Company", "we", "us", or "our") are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Company's headquarters are located in Houston, Texas.

Frontieras North America is an energy and environmental technology company bringing breakthrough fuel-discovery innovation to solid hydrocarbon materials. With coal as its main feedstock, Frontieras deconstructs coal to extract volatiles, moisture, and contaminants into three highly profitable forms of energy: gases, liquids and solids. Our products are sold into existing markets including diesel, aviation fuels, naphtha, metallurgical coal and hydrogen.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies is presented to assist in understanding the Company's financial statements. The accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP" and "US GAAP").

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("US GAAP"). The Company has adopted September 30^th as its fiscal year-end.

Use of Estimates

The preparation of financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash

Cash includes all cash in banks. The Company's cash is deposited in demand accounts at financial institutions that management believes are creditworthy. The Company's cash in bank deposit accounts, at times, may exceed federally insured limits. As of September 30, 2024, and September 30, 2023, the Company's cash did not exceed FDIC-insured limits.

Investment in Real Estate Option Agreement

The Company entered into a real estate option agreement wherein the Company has the exclusive option to acquire a certain property. The Company recognized the payments made under this arrangement at cost as an asset. As per the guidance under US GAAP, such costs shall be made part of the underlying property when acquired and recorded as a period expense in the statement of operations if lapsed. The investment is adjusted to fair value each reporting period. There have been no changes in the fair value of the options as of December 31, 2024, and December 31, 2023.

Income Taxes

Frontieras North America is a C corporation for income tax purposes. The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized. The Company records interest, net of any applicable related income tax benefit, on potential income tax contingencies as a component of income tax expense. The Company records tax positions taken or expected to be taken in a tax return based upon the amount that is more likely than not to be realized or paid, including in connection with the resolution of any related appeals or other legal processes. Accordingly, the Company recognizes liabilities for certain unrecognized tax benefits based on the amounts that are more likely than not to be settled with the relevant taxing authority.

Concentration of Credit Risk

The Company maintains its cash with a major financial institution located in the United States of America, which it believes to be creditworthy. Balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, the Company may maintain balances in excess of the federally insured limits.

Advertising and Promotion

Advertising and promotional costs are expensed as incurred. Advertising and promotional expenses for the years ended September 30, 2024, and 2023 amounted to $63,797 and $36,534, respectively, and are included in sales and marketing expenses.

Convertible Notes

The Company accounts for convertible notes in accordance with ASC 480, Distinguishing Liabilities from Equity, and related guidance under ASC 815, Derivatives and Hedging, and ASC 825, Financial Instruments. Convertible notes are evaluated at issuance to determine whether they should be classified as a liability or equity instrument. Since the Company's notes are mandatorily redeemable in cash absent conversion and include a conversion feature that may result in the issuance of a variable number of shares, the notes do not meet the criteria for equity classification and are recorded as liabilities.

The convertible notes are carried at amortized cost, as the Company has not elected the fair value option provided under ASC 825. Interest expense is recognized using the effective interest method over the contractual term of the notes.

The conversion feature is not bifurcated as a separate derivative instrument because it is indexed to the Company's own stock and does not meet the criteria for derivative liability classification. Upon conversion, the carrying amount of the notes and any related accrued interest are reclassified to equity, with no gain or loss recognized.

Significant non-cash conversions of debt and accrued interest into common stock are disclosed in the statement of cash flows as non-cash financing activities.

Related Party Transactions Policy

The Company accounts for related party transactions in accordance with ASC 850, Related Party Disclosures. Related parties include the Company's executive officers, directors, principal stockholders, immediate family members of such individuals, and entities under their control or significant influence.

Transactions with related parties are recorded at the exchange amount, which represents the amount of consideration agreed upon by the parties. Management evaluates related party arrangements to determine whether the terms are consistent with those available in arm's-length transactions.

The Company discloses all material related party transactions, including the nature of the relationship, the description of the transactions, the dollar amounts involved, and any amounts due to or from related parties outstanding at the reporting date.

Subsequent Events

The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through August 26, 2025, the date the financial statements were issued.

3. DETAILS OF CERTAIN ASSETS AND LIABILITIES

Prepaid and other current assets consist of the following items:

The advance to vendor was refunded by the vendor to the Company during the 2024 fiscal year.

Real Estate Option Agreement

On March 10, 2022, the Company entered into a real estate option agreement with BJ Builders, Inc., a West Virginia Corporation. Under the agreement, the Company has an exclusive option to acquire 183.4 acres of land in Mason County, West Virginia. Upon exercising the option, the Company will purchase the land package at the agreed terms and pay the pre-agreed upon purchase price. On June 26, 2025, the option period was extended to December 16, 2025, and expires if not exercised by the expiration date.

The Company may extend the option beyond the expiration date if deems it economically beneficial to the interests of the Company. The total consideration paid for the option is as follows:

4. CAPITALIZATION AND EQUITY TRANSACTIONS

Common Stock

The Company is authorized to issue up to 500,000,000 shares of Class A common stock at a par value of $0.0001, up to 250,000,000 of Class B common stock at a par value of $0.0001, and up to 250,000,000 of Class C common stock at a par value of $0.0001. The Class A common stock has both voting rights and economic value. The Class B common stock has super-majority voting rights (ten votes per share held) but no economic value, and the Class C shares have economic value but no voting rights. As of September 30, 2024 there were 250,171,000 shares of Class A stock and 93,989,250 shares of Class B stock outstanding (no Class C shares had been issued). As of September 30, 2023, there were 50,012,000 of Class A common shares outstanding, and no Class B or C shares had been issued.

On June 14, 2024, the Company's Board of Directors authorized a 5-for-1 stock split for stockholders of record as of June 30, 2024 to be effective on July 1, 2024. Accordingly, the Company has restated the number of shares outstanding as of September 30, 2023 and 2022 in accordance with US GAAP to reflect the stock split.

5. DEBT

Convertible Notes

Below are the details of the convertible notes:

The convertible notes are convertible into Class A common shares at a conversion price. The outstanding principal amount and accrued interest of this debenture may be converted into shares of Class A common stock of the Company ("Shares") at a price equal to twenty-five dollars ($25.00) per share (five dollars ($5.00) per share post-stock split). Since the conversion feature is convertible into a variable number of shares and does not have fixed-for-fixed features, the conversion feature was not bifurcated and recorded separately. The convertible promissory notes meet the Variable- Share Obligations requirements for classification under ASC 480 and, as a result, are required to be classified as a liability and carried at amortized cost as the Company has not made an election pursuant to one of the fair value options provided within ASC 815 and ASC 825.

As of September 30, 2024, all of the convertible notes had been converted to Equity, with the exception of one note that was subsequently converted to common stock on October 31, 2024.

6. INCOME TAXES

The provision for income taxes consists of the following:

Significant components of the Company's deferred tax assets and liabilities are as follows:

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. On the basis of this evaluation, the Company has determined that it is more likely than not that the Company will not recognize the benefits of the federal net deferred tax assets, and, as a result, a full valuation allowance has been set against its net deferred tax assets as of September 30, 2024, and September 30, 2023. The amount of the deferred tax asset to be realized could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased.

For the fiscal year ending September 30, 2024, the Company had federal cumulative net operating loss ("NOL") carryforwards of $1,874,925. Utilization of some of the federal NOL carryforwards to reduce future income taxes will depend on the Company's ability to generate sufficient taxable income prior to the expiration of the carryforwards. The federal net operating loss carryforward is subject to an 80% limitation on taxable income, does not expire, and will carry on indefinitely.

The Company recognizes the impact of a tax position in the financial statements if that position is more likely than not to be sustained on a tax return upon examination by the relevant taxing authority based on the technical merits of the position. As of September 30, 2024 and September 30, 2023, the Company had no unrecognized tax benefits.

The Company recognizes interest and penalties related to income tax matters in income tax expense. As of September 30, 2024, and September 30, 2023, the Company had no accrued interest and penalties related to uncertain tax positions.

7. RELATED PARTY TRANSACTIONS

The Company compensates its operating principals (CEO, CTO, CFO and CCO) via independent contractor arrangements. For the years ended September 30, 2024 and 2023, these payments totaled $640,000 and $353,855, respectively. There were no other related party transactions during these fiscal years.

8. COMMITMENTS AND CONTINGENCIES

Contingencies

The Company's operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or loss of permits that could result in the Company ceasing operations.

Litigation and Claims

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of September 30, 2024 and 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company's operations.

9. SUBSEQUENT EVENTS

The Company has evaluated subsequent events for the period from September 30, 2024, through August 26, 2025, which is the date the financial statements were available to be issued.

In September of 2024, the Company launched a Regulation Crowdfunding capital raise. The raise was closed in April of 2025 and the Company raised over $4,600,000 of new working capital for its operations, less fundraising expenses.

In November of 2024, the Company entered into a share purchase agreement with a certain investor for the sale of up to $150,000,000 (the "Aggregate Limit") of the Company's Class A Common Stock contingent upon the Company achieving a public listing of its Common Stock. The agreement allows the Company to put Common Stock to the investor within three years from public listing at 90% of the average daily closing price during the draw-down pricing period, provided that the draw-down amount may not exceed 400% of the average trading volume for the 30-day period immediately preceding the draw-down exercise date. The agreement allows the Company to put restrictions on stock sales by the investor, prohibit short sales by the investor, and allows the Company to set a threshold "floor" price during draw-down periods. On the public listing date, the Company will issue warrants to the investor granting the right to purchase Common Stock in the Company representing 6.15% of the total equity interest. The investor is entitled to a 2% commitment fee of the Aggregate Limit, either in cash or Common Stock, within one year from the public listing date. If the Company is sold in a private transaction, a fee of 2.5% of the total consideration received by the Company shall be paid to the investor.

As of September 30, 2024, all the convertible notes had been converted to common stock, with the exception of one note amounting to $50,000 that was subsequently converted to common stock on October 31, 2024.

Subsequent to year-end, the Company extended its real estate option agreement for 183.4 acres in Mason County, West Virginia, with non-refundable payments applied to the purchase price. On October 10, 2024, the option period was extended to April 15, 2025, with six monthly $25,000 payments (total $150,000), increasing option value to $482,500. On April 9, 2025, the option period was extended to June 16, 2025, with a $100,000 payment, increasing option value to $582,500. On June 26, 2025, the option period was extended to December 16, 2025, with five monthly $50,000 payments (total $250,000) starting July 16, 2025, and the purchase price was revised from $3,850,000 to $4,585,000.

There have been no other events or transactions during this time which would have a material effect on these financial statements.

10. GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a net operating loss of $1,022,285, an operating cash outflow of $1,022,255 and liquid assets in cash of $66,438, which is less than a year's worth of cash reserves as of September 30, 2024. These factors normally raise substantial doubt about the Company's ability to continue as a going concern.

The Company's ability to continue as a going concern in the next twelve months following the date the financial statements were available to be issued is dependent upon its ability to obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results.

Management has evaluated these conditions and plans to raise capital as needed to satisfy its capital needs. During the next twelve months, the Company intends to fund its operations through debt and/or equity financing. However, as noted in the preceding Footnote 9, the Company raised over $4,600,000 subsequent to September 30,2024.

However, there are no assurances that management will be able to continue to raise capital on terms acceptable to the Company. If it is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its business, financial condition, and operating results. The accompanying financial statements do not include any adjustments that might result from these uncertainties.

FRONTIERAS NORTH AMERICA

UNAUDITED INTERIM FINANCIAL STATEMENTS

AS OF AND FOR THE NINE MONTH PERIOD ENDED JUNE 30, 2025

(Expressed in United States Dollars)

Index to Unaudited Interim Financial Statements
 

FRONTIERAS NORTH AMERICA

BALANCE SHEETS

AS OF JUNE 30, 2025 (UNAUDITED) AND SEPTEMBER 30, 2024 (AUDITED)

See accompanying notes to financial statements.

FRONTIERAS NORTH AMERICA

STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE NINE MONTHS ENDED JUNE 30, 2025 AND 2024

See accompanying notes to financial statements.

FRONTIERAS NORTH AMERICA

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT) (UNAUDITED)

FOR THE NINE MONTHS ENDED JUNE 30, 2025 AND 2024

See accompanying notes to financial statements.

FRONTIERAS NORTH AMERICA

STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE NINE MONTHS ENDED JUNE 30, 2025 AND 2024

See accompanying notes to financial statements.

1. NATURE OF OPERATIONS

Frontieras North America was incorporated on March 25, 2021, in the state of Wyoming. The financial statements of Frontieras North America (which may be referred to as the "Company", "we", "us", or "our") are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Company's headquarters are located in Houston, Texas.

Frontieras North America is an energy and environmental technology company bringing breakthrough fuel-discovery innovation to solid hydrocarbon materials. With coal as its main feedstock, Frontieras deconstructs coal to extract volatiles, moisture, and contaminants into three highly profitable forms of energy: gases, liquids and solids. Our products are sold into existing markets including diesel, aviation fuels, naphtha, metallurgical coal and hydrogen.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These unaudited financial statements were prepared following the same significant accounting policies disclosed in the audited financial statements for the years ended September 30, 2024 and September 30, 2023. These accounting policies have not changed.

3. RELATED PARTY TRANSACTIONS

The Company compensates its operating principals (CEO, CTO, CFO and CCO) via independent contractor arrangements. For the nine months ended June 30, 2025 and 2024, these payments totaled $958,875 and $460,000, respectively. There were no other related party transactions during these fiscal years.

4. DEBT

Convertible Notes

Below are the details of the convertible note:

The convertible note was convertible into Class A common shares at a conversion price. The outstanding principal amount and accrued interest of this debenture may be converted into shares of Class A common stock of the Company (“Shares”) at a price equal to twenty-five dollars ($25.00) per share (five dollars ($5.00) per share post-stock split). Since the conversion feature is convertible into a variable number of shares and does not have fixed-for-fixed features, the conversion feature was not bifurcated and recorded separately.  The convertible promissory notes meet the Variable-Share Obligations requirements for classification under ASC 480 and, as a result, are required to be classified as a liability and carried at amortized cost as the Company has not made an election pursuant to one of the fair value options provided within ASC 815 and ASC 825.

As of June 30, 2025, all previously issued convertible notes have been settled. For the unaudited period ended June 30, 2025 and audited period ended September 30, 2024, the settlement of $744,643 and $692,151, respectively, in convertible promissory notes had no cash impact and is not reflected in cash flow line items, consistent with GAAP for non-cash activities. See the MD&A in the Offering Circular for details.

5. SUBSEQUENT EVENTS

The Company has evaluated subsequent events for the period from June 30, 2025, through October 13, 2025, which is the date the financial statements were available to be issued.

In July of 2025, the Company adopted the Frontieras North America 2025 Equity Incentive Plan (the "Plan"), which provides for the issuance of stock options and other equity-based awards to employees, directors, and consultants. On August 18, 2025, the Company granted to Jose Lopez, its Chief Financial Officer, a stock option to purchase 500,000 shares of Class A Common Stock at an exercise price of $6.00 per share. The option vests in four equal annual installments of 25% beginning on June 16, 2026, and expires on June 16, 2035, subject to earlier termination in accordance with the terms of the Plan and his award agreement.

In September of 2025, the Company launched a Regulation Crowdfunding capital raise. The raise is ongoing and expected to close by end of October 2025.

There have been no other events or transactions during this time which would have a material effect on these financial statements.

5. GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a net operating loss of $1,742,445, an operating cash outflow of $2,233,881 and liquid assets in cash of $2,091,609, which is less than a year's worth of cash reserves as of June 30, 2025. These factors normally raise substantial doubt about the Company's ability to continue as a going concern.

The Company's ability to continue as a going concern in the next twelve months following the date the financial statements were available to be issued is dependent upon its ability to obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results.

Management has evaluated these conditions and plans to raise capital as needed to satisfy its capital needs. During the next twelve months, the Company intends to fund its operations through debt and/or equity financing.

However, there are no assurances that management will be able to continue to raise capital on terms acceptable to the Company. If it is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its business, financial condition, and operating results. The accompanying financial statements do not include any adjustments that might result from these uncertainties.

Part III

Exhibit Index

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Circular to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on October 30, 2025.

FRONTIERAS NORTH AMERICA, INC.

This Offering Circular has been signed by the following persons in the capacities and on the dates indicated.

	Wyoming Secretary of State Herschler Bldg East, Ste.100 & 101 Cheyenne, WY 82002-0020 Ph. 307-777-7311	For Office Use Only WY Secretary of State FILED: Mar 25 2021 1:12PM Original ID: 2021-000991660

Profit Corporation

Articles of Incorporation

I. The name of the profit corporation is:

Frontieras North America

II. The name and physical address of the registered agent of the profit corporation is:

Capital Administrations LLC

1712 Pioneer Ave Ste 115
Cheyenne, WY 82001

III. The mailing address of the profit corporation is:

1712 Pioneer Ave Ste 500

Cheyenne, WY 82001

IV. The principal office address of the profit corporation is:

1712 Pioneer Ave Ste 500

Cheyenne, WY 82001

V. The number, par value, and class of shares the profit corporation corporation will have the authority to issue are:

VI. The name and address of each incorporator is as follows:

Capital Administrations, LLC

1712 Pioneer Ave Ste 115, Cheyenne, WY 82001

VII. Additional Article:

All, or a portion of, the shares of the Corporation may be represented by share certificates in the form of certificate tokens. The electronic message, command or transaction that transmits the certificate tokens to the data address to which a certificate token was issued shall be authorized at the time of issuance by one (1) or more messages, commands or transactions signed with the network signature of two (2) officers designated in the Bylaws or by the Board of Directors of the Corporation.

VIII. Additional Article:

The capital stock, after the amount of the subscription price, or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation.

IX. Additional Article:

The governing board of the corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of the Corporation, providing that the number of directors shall not be reduced to fewer than one (1).

The name and post office address of the first Board of Directors shall be three (3) in number and listed as follows:

Matthew McKean-1712 Pioneer Ave Ste 500, Cheyenne, WY 82001

Douglas Remy-1712 Pioneer Ave Ste 500, Cheyenne, WY 82001

Joseph A. Witherspoon-1712 Pioneer Ave Ste 500, Cheyenne, WY 82001

X. Additional Article:

No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.

Wyoming Secretary of State Herschler Bldg East, Ste.100 & 101 Cheyenne, WY 82002-0020 Ph. 307-777-7311

☑ I am the person whose signature appears on the filing; that I am authorized to file these documents on behalf of the business entity to which they pertain; and that the information I am submitting is true and correct to the best of my knowledge.

☑ I am filing in accordance with the provisions of the Wyoming Business Corporation Act, (W.S. 17-16-101 through 17- 16-1804) and Registered Offices and Agents Act (W.S. 17-28-101 through 17-28-111).

☑ I understand that the information submitted electronically by me will be used to generate Articles of Incorporation that will be filed with the Wyoming Secretary of State.

☑ I intend and agree that the electronic submission of the information set forth herein constitutes my signature for this filing.

☑ I have conducted the appropriate name searches to ensure compliance with W.S. 17-16-401.

☑ I affirm, under penalty of perjury, that I have received actual, express permission from each of the following incorporators to add them to this business filing: Capital Administrations, LLC

Notice Regarding False Filings: Filing a false document could result in criminal penalty and

prosecution pursuant to W.S. 6-5-308.

☑ I acknowledge having read W.S. 6-5-308.

Filer is: ☐ An Individual ☑ An Organization

The Wyoming Secretary of State requires a natural person to sign on behalf of a business entity acting as an incorporator, organizer, or partner. The following individual is signing on behalf of all Organizers, Incorporators, or Partners.

Filer Information:

By submitting this form I agree and accept this electronic filing as legal submission of my Articles of Incorporation.

Wyoming Secretary of State Herschler Bldg East, Ste.100 & 101 Cheyenne, WY 82002-0020 Ph. 307-777-7311

Consent to Appointment by Registered Agent

Capital Administrations LLC, whose registered office is located at 1712 Pioneer Ave Ste 115, Cheyenne, WY 82001, voluntarily consented to serve as the registered agent for Frontieras North America and has certified they are in compliance with the requirements of W.S. 17-28-101 through W.S. 17-28-111.

I have obtained a signed and dated statement by the registered agent in which they voluntarily consent to appointment for this entity.