What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2025-11-07 · 76 added, 204 removed, 115 unchanged (71% of the section changed)

30 unchanged sentences

The Company further expanded into labor and logistics service by acquiring TWEW in December 2024.

The Company completed its test of goodwill related to acquisition of Edward as of September 30, 2025.

Due to the qualitative assessment on the market conditions on logistic and warehousing business and the quantitative analysis on the five-year discounted cash flow, the Company concluded the estimated fair value of Edward as a single reporting unit of logistics and warehousing business was smaller than its carrying amount.

As a result, impairment of $731,307 was recognized for the three-month period ended September 30, 2025.

Additionally, on December 19, 2024, we acquired 100% membership interest of NexTrade, a Delaware limited liability company for the consideration of $1.

3 unchanged sentences

As of the date of this quarterly report, Cheetah BVI has not commenced operations.

Reverse Stock Split

On September 30, 2024, our stockholders approved our fourth amended and restated articles of incorporation, which authorizes a reverse stock split of the issued shares of our common stock, par value $0.0001 per share, at a ratio ranging from 1-for-10 to 1-for-30, as determined at the discretion of our board of directors.

On October 7, 2024, our board of directors approved a reverse stock split of our common stock at a ratio of 1-for-16.

On October 21, 2024, we effectuated a reverse stock split of our common stock at a ratio of 1-for-16.

Following such reverse split, each 16 shares of our common stock outstanding were automatically combined into one new share of common stock.

No fractional shares were issued in connection with the reverse split;

any fractional shares resulting from the reverse split were rounded up to the nearest whole share.

The par value per share of our common stock remained unchanged.

Our Class A common stock started trading on a post-split basis on October 24, 2024, at which time the Class A common stock was assigned a new CUSIP number (16307X202).

Dissolution of Subsidiaries

During the quarter ended June 30, 2025, the Company dissolved two wholly owned subsidiaries, Cheetah Net Logistics LLC and Pacific Consulting LLC, as part of an internal corporate restructuring.

Both entities were previously organized under the laws of the State of New York and were formally dissolved on June 24, 2025.

On January 27, 2026, the Company entered into stock purchase agreements with certain investors for the sale of an aggregate of 167,250 shares of Class A common stock for gross proceeds of approximately $40.14 million in a private placement pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).

The private placement closed on February 12, 2026.

On February 2, 2026, we effected a change in our state of incorporation from the State of North Carolina to the State of Delaware by filing with the Secretary of State of the State of North Carolina the applicable Article of Conversion and by filing with the Secretary of State of the State of Delaware the Delaware Certificate of Conversion and the Delaware Certificate of Incorporation.

On March 25, 2026, we entered into a Stock Purchase Agreement with Bing Shao, a non-U.S.

individual, and Edward, pursuant to which we agreed to sell, assign, transfer, and deliver to Bing Shao 100% of the shares of common stock of Edward for an aggregate purchase price of $20,000.

On April 1, 2026, the transaction was closed.

On April 16, 2026, we entered into a Share Transfer Agreement with Leyan Yang, a non-U.S.

individual, pursuant to which we agreed to acquire 100% of the issued shares of Super International Trading Limited, a limited liability company incorporated under the laws of Hong Kong, for an aggregate cash consideration of $4,980,000.

As of the date of this quarterly report, the share transfer has not been closed yet.

April 2026 Reverse Stock Split

On February 3, 2026, our board of directors approved and adopted one or more potential amendments to the Certificate of Incorporation of the Company to effect one or more reverse stock splits of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share, consisting of Class A common stock, par value $0.0001 per share and Class B common stock, par value $0.0001 per share, at such ratio or ratios as shall be determined by the board of directors in its sole discretion, provided that the aggregate ratio of all such reverse stock splits shall not exceed 1-for-500, to be effected at such time or times within 12 months following the approval of the Company’s stockholders.

On February 3, 2026, FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED and Huan Liu, collectively holding shares of Class B common stock representing approximately 79.16% of the voting power of the issued and outstanding capital stock of the Company as of that date, approved and adopted the potential amendments and the reverse stock splits through a written consent in lieu of a special meeting of stockholders.

Such corporate actions became effective on March 10, 2026, which was 20 calendar days after the Company mailed the definitive information statement on Schedule 14C filed with the SEC on February 13, 2026.

Following the approval of our stockholders, on March 23, 2026, our board of directors approved a reverse stock split of the common stock at a ratio of 1-for-200.

To implement the reverse stock split, the Company filed its Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of Delaware on March 24, 2026.

The Certificate of Amendment to the Certificate of Incorporation became effect at 8:00 a.m., Eastern Time, on April 20, 2026.

Following such reverse stock split, every 200 shares of common stock outstanding were automatically combined into one new share of common stock.

No fractional shares were issued in connection with the reverse stock split;

any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share.

The par value per share of the common stock remained unchanged.

Our Class A common stock started trading on a post-split basis on April 29, 2026, at which time the Class A common stock was assigned a new CUSIP number (16307X301).

Additionally, at the Effective Time, proportionate adjustments were made to the Company’s Amended and Restated 2024 Stock Incentive Plan based on the Reverse Stock Split Ratio, including adjustments to the number of shares available for awards and the exercise price of outstanding awards.

Risks and Uncertainties

5 unchanged sentences

The Company’s results may be adversely affected by changes in the political, regulatory, and social conditions in the U.S.

Risks and uncertainties related to the Company’s business include, but are not limited to, the following:

Risks and uncertainties related to the Company’s business include the following:

● The business shift from parallel-import vehicle sales to logistics and warehousing services may depend on factors from the business environment to operation management and market expansion;

1 unchanged sentence

● Our logistics and warehousing business depend highly on the limited customers and third-party transportation and labor providers;

● Any adverse change in political relations between the PRC and the U.S., including the ongoing trade conflicts between the U.S.

and the PRC, may negatively affect its business;

● The competition of logistics and warehousing industry dependent on factors such as service quality, speed reliability, and pricing may limit our expanding non-vehicle logistics warehousing revenue, and our success in these areas will depend on our ability to develop and scale an effective salesforce to market these services to international trading companies in the U.S.

● Recent changes in U.S.

and international trade policies and tariffs on imports and exports, particularly the trade tensions between China and the United States have been intensified and may become worse in the future, resulting in the imposition of more tariffs or other trade restrictions, and may adversely impact our business and operating results.

The Company’s business, financial condition, and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics, and other catastrophic incidents, which could significantly disrupt the Company’s operations.

Results of Operations

The following table provides a summary of our consolidated results of operations for the three and nine months ended September 30, 2025 and 2024, highlighting the financial impact of both continuing and discontinued operations:

Three Months Ended September 30,

Nine Months Ended September 30,

The following table provides a summary of our consolidated results of operations for the three months ended March 31, 2026 and 2025, highlighting the financial impact of both continuing and discontinued operations:

Three Months Ended March 31,

Cost of Revenues

General and administration expenses

Impairment loss expenses

Share-based compensation expenses

3 unchanged sentences

Income tax (benefits)

Loss from continuing operations

Loss from discontinued operations, net of tax

Comparison of the Three Months Ended September 30, 2025 and 2024

Comparison of the Three Months Ended March 31, 2026 and 2025

Continuing Operations-Logistics and Warehousing Services

For the Three Months Ended September 30,

For the Three Months Ended March 31,

Revenues from Edward

1 unchanged sentence

Total revenues

For the three months ended September 30, 2025, we reported revenue of $361,935 from logistics and warehousing services segment, including $41,935, or 11.6%, of our total revenue from Edward, which we acquired in February 2024, and $320,000, or 88.4%, of our total revenue from TWEW, which we acquired in December 2024.

Revenue from Edward decreased by 31.5% to $41,935 for the three months ended September 30, 2025, compared to $61,208 for the same period in 2024.

The decrease was primarily due to the lingering impact of trade war between China and the U.S., which resulted in reduced customer demand and shipment volume during the third quarter of 2025.

Although trade flows stabilized following the resumption of trade negotiations between the two countries, shipment volume in the third quarter of 2025 did not return to prior-year levels due to continued uncertainty surrounding U.S.-China trade policy and more conservative ordering patterns by customers.

We will continue to focus on improving operational efficiencies and expanding our market presence of the two acquired businesses in the California area.

For the three months ended March 31, 2026, we reported revenue of $92,700 from logistics and warehousing services segment, including $39,700, or 42.8%, of our total revenue from Edward, which we acquired in February 2024, and $53,000, or 57.2%, of our total revenue from TWEW, which we acquired in December 2024.

Revenue from Edward decreased by 36.5% to $39,700 for the three months ended March 31, 2026, compared to $62,515 for the same period in 2025.

The decrease was primarily due to reduced business activities and customer volume at Edward in anticipation of the planned sale of the entity.

On March 25, 2026, we entered into a Stock Purchase Agreement with Bing Shao, a non-U.S.

individual, and Edward, pursuant to which we agreed to sell, assign, transfer, and deliver to Bing Shao 100% of the shares of common stock of Edward for an aggregate purchase price of $20,000.

On April 1, 2026, the transaction was closed.

We will continue to focus on improving operational efficiencies and expanding our market presence of TWEW in the California area.

Revenue from TWEW decreased by 87.3% to $53,000 for the three months ended March 31, 2026, compared to $417,284 for the same period in 2025, primarily due to reduced customer demand following changes in tariff policies in 2025.

Cost of Revenues

For the Three Months Ended September 30,

For the Three Months Ended March 31,

Cost of Revenues

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Total cost of revenues

For the three months ended September 30, 2025, total cost of revenues increased to $317,757 from $31,339 for the same period in 2024, representing an increase of $286,418, or 467.9%, primarily due to the contribution from TWEW.

Cost of revenues attributable to TWEW was $290,000, representing 91.3% of total cost of revenues in the third quarter of 2025.

Cost of revenues from Edward was $27,757, or 8.7% of total cost of revenues for the three months ended September 30, 2025, compared to $31,339 for the same period in 2024, representing a decrease of $3,582, or 11.4%, consistent with the corresponding decline in revenue from Edward.

For the three months ended March 31, 2026, total cost of revenues decreased to $72,833 from $423,543 for the same period in 2025, representing a decrease of $350,710, or 82.8%.

Cost of revenues attributable to TWEW was $53,000, representing 72.8% of total cost of revenues in the first quarter of 2026, compared to $381,733 for the same period in 2025, representing a decrease of $328,733, or 86.1%, consistent with the corresponding decline in revenue from TWEW.

Cost of revenues from Edward was $19,833, or 27.2% of total cost of revenues for the three months ended March 31, 2026, compared to $41,810 for the same period in 2025, representing a decrease of $21,977, or 52.6%, consistent with the corresponding decline in revenue from Edward.

Cost of revenues is mainly labor costs for TWEW and ocean freight service costs for Edward.

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General and Administrative Expenses

Three Months Ended September 30,

General and Administrative Expenses

Payroll and Benefits

Rental and Leases

Travel and Entertainment

Legal and Accounting Fees

Insurance Expenses

Depreciation and Amortization Expenses

Recruiting Expenses

Total General and Administrative Expenses

General and administrative expenses for the Company’s continuing operations decreased by $301,191, or 27.3%, to $801,263 for the three months ended September 30, 2025 from $1,102,454 for the three months ended September 30, 2024.

The decrease was mainly due to (i) a decrease of $107,215 in payroll and benefits expense due to staff optimization and cost-saving measures, (ii) a decrease of $57,988 in recruiting expenses during the three months ended September 30, 2025, as the prior-year period included significant hiring expenses associated with the launch of our logistics and warehousing segment, (iii) a decrease of $41,887 in legal and accounting fees as we incurred additional professional fees for preparing registration statements on Form S-3 and Form S-8 during the quarter ended September 30, 2024, (iv) a decrease of $33,005 in travel and entertainment expenses related to business development efforts and client engagement, (v) a decrease of $24,322 in insurance expenses resulting from a change in our insurance provider, and (vi) a decrease of $85,512 in other miscellaneous general and administration expenses during the three months ended September 30, 2025, partially offset by (vii) an increase of 33,739 in rental and leases, which was primarily due to the relocation of our headquarters to California in July 2024, and (ⅷ) an increase of $14,999 in depreciation and amortization expenses, primarily due to the acquisition of new fixed assets and recorded intangible assets from Edward and TWEW acquisitions.

Impairment loss expenses

Three Months Ended September 30,

Impairment loss expenses

Edward-Customer Relationships

Edward-Trade Names

Edward-Goodwill

Total impairment loss expenses

Management conducted an impairment assessment of goodwill and intangible assets associated with the Edward acquisition in accordance with ASC 350, Intangibles—Goodwill and Other.

The Company utilized a DCF model to estimate the fair value of the reporting unit, taking into consideration projected revenues, operating margins, terminal value assumptions, and a discount rate reflecting the risks of the underlying cash flows.

Impairment loss expenses were $731,307 and nil for the three months ended September 30, 2025 and 2024, respectively.

Share-based compensation expenses

Three Months Ended September 30,

Share-based compensation expenses

Share-based compensation expenses were $76,087 and $261,666 for the three months ended September 30, 2025 and 2024, respectively, representing a decrease of $185,579, or 70.9%.

For the three months ended September 30, 2025, share-based compensation expenses were $76,087, consisting of (i) $77,875 resulting from the newly issued 43,750 shares granted and vested immediately on September 30, 2025, and (ii) a decrease of $1,788 related to forfeited shares and adjustments during the quarter ended September 30, 2025.

For the three months ended September 30, 2024, share-based compensation expenses consisted of $261,666 from the 150,000 shares granted and vested immediately on September 30, 2024, which led to a higher one-time expense during the third quarter of 2024.

See Note 11 – Stock Based Compensation for more details.

Other Income (Expenses), net

Three Months Ended September 30,

Interest income

Interest expenses:

Loan Interest expense

Credit Card Interest

Premium Finance Interest

Total Interest expenses

Other income, net

Total other income, net

Interest income from continuing operations was $244,776 for the three months ended September 30, 2025, compared to $88,460 for the three months ended September 30, 2024, representing an increase of $156,316, or 176.7%.

The significant increase was primarily driven by interest earned on short-term loan receivables and certificates of deposit, funded by the net proceeds from the Company’s public offerings closed in May and July 2024.

Interest expense incurred from our continuing operations was $7,849 for the three months ended September 30, 2025, which slightly decreased by $586, or 6.9%, from $8,435 for the three months ended September 30, 2024, mainly due to decreased loan interest expenses.

Income Tax (Benefits)

Our income tax provision for continuing operations was nil for the three months ended September 30, 2025, compared with income tax benefits of approximately $559,980 for the same period in 2024.

As a result of the above factors, we had a net loss of $1,314,650 from our continuing operations for the three months ended September 30, 2025, compared to a net loss of $694,211 for the same period of 2024.

Discontinued Operations -Parallel- Import vehicle Business

As disclosed in Note 5 – Discontinued Operations, our Board approved the discontinuation of our parallel-import vehicle business on March 3, 2025.

The Company fully exited its parallel-import vehicle business during the year ended December 31, 2024.

In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, the following discussion provides an overview of the operating results of discontinued operations during the third quarter of 2024.

Discontinued Operations- Parallel -Import Vehicles Business

For the three months ended September 30, 2025 and 2024, the Company generated no revenue, cost of revenue or selling expenses from this discontinued business.

Interest Expenses

The table below presents interest expenses for the three months ended September 30, 2024:

September 30,

Interest Expenses

Line of Credit

Total interest expenses

Total interest expenses on line of credit charges were $6,430 for the three months ended September 30, 2024.

Net loss for the discontinued operations was approximately $1,121,081 for the three months ended September 30, 2024.

Comparison of the Nine Months Ended September 30, 2025 and 2024

For the Nine Months Ended September 30,

Revenues from Edward

Revenues from TWEW

Total revenues

For the nine months ended September 30, 2025, we reported revenue of $1,195,860 from logistics and warehousing services segment, including $157,134, or 13.1%, of our total revenue from Edward, which we acquired in February 2024, and $1,038,726, or 86.9%, of our total revenue from TWEW, which we acquired in December 2024.

Revenue from Edward decreased by 32.2%, primarily due to the lingering impact of trade war between China and the United State, which resulted in reduced customer demand and shipment volumes during the third quarter of 2025.

Although trade flows stabilized following the resumption of trade negotiations between the two countries, shipment volumes in the third quarter of 2025 did not return to prior-year levels due to continued uncertainty surrounding U.S.-China trade policy and more conservative ordering patterns by customers.

The Company has taken proactive measures to navigate the business by increasing labor and logistics service business during the nine months ended September 30, 2025.

We will continue to focus on improving operational efficiencies and expanding our market presence of the two acquired businesses in the California area.

Cost of Revenues

For the Nine Months Ended September 30,

Cost of Revenues

Cost of Revenues from Edward

Cost of Revenues from TWEW

Total cost of revenues

For the nine months ended September 30, 2025, total cost of revenues increased to $1,060,526 from $119,437 for the same period in 2024, representing an increase of $941,089, or 787.9%, primarily due to the contribution from TWEW.

Cost of revenues attributable to TWEW was $965,162, representing 91.0% of total cost of revenues during the nine months ended September 30, 2025.

Cost of revenues from Edward was $95,364, or 9.0% of total cost of revenues for the nine months ended September 30, 2025, compared to $119,437 for the same period in 2024, representing a decrease of $24,073, or 20.2%, consistent with the corresponding decline in revenue from Edward.

Cost of revenues is mainly labor costs for TWEW and ocean freight service cost for Edward.

Operating Expenses

General and Administrative Expenses

Nine Months Ended September 30,

Three Months Ended March 31,

General and Administrative Expenses

7 unchanged sentences

Total General and Administrative Expenses

General and administrative expenses for the Company’s continuing operations decreased by $128,363, or 4.7%, to $2.6 million for the nine months ended September 30, 2025 from $2.7 million for the nine months ended September 30, 2024, primarily due to (i) a decrease of $204,986 in legal and accounting fees, primarily because the prior period included additional professional fees related to the preparation of registration statements on Form S-1, Form S-3, and Form S-8 during the first three quarters of 2024, which did not recur in the current period, (ii) a decrease of $136,598 in the recruiting expenses during the nine months ended September 30, 2025, as the prior-year period included significant hiring efforts associated with the launch of the Company’s logistics and warehousing segment, (iii) a decrease of $61,221 in insurance expenses resulting from a change in our insurance provider, (iv) a decrease of $47,853 in other miscellaneous general and administration expenses during the nine months ended September 30, 2025, and (v) a decrease of $23,231 in personnel-related expenses due to staff optimization and cost-saving measures, partially offset by (vi) an increase of $282,445 in rental and leases following the acquisition of Edward and the relocation of the Company’s headquarters to California in July 2024, (vii) an increase of $61,484 in depreciation and amortization expenses, primarily due to the acquisition of fixed assets and recorded intangible assets from Edward and TWEW acquisitions, and (viii) an increase of $1,597 in travel and entertainment expenses as part of business development efforts and client engagement.

Impairment loss expenses

Nine Months Ended September 30,

Impairment loss expenses

Edward-Customer Relationships

Edward-Trade Names

Edward-Goodwill

Total impairment loss expenses

Management conducted an impairment assessment of goodwill and intangible assets associated with the Edward acquisition in accordance with ASC 350, Intangibles—Goodwill and Other.

Impairment loss expenses were $731,307 and nil for the nine months ended September 30, 2025 and 2024, respectively.

General and administrative expenses for the Company’s continuing operations decreased by $230,515, or 23.0%, to $770,004 for the three months ended March 31, 2026 from $1,000,519 for the three months ended March 31, 2025.

The decrease was mainly due to (i) a decrease of $165,038 in legal and accounting fees as we recorded the accounting fee for annual audit for Fiscal Year 2024 in the first quarter of 2025, (ii) a decrease of $75,908 in payroll and benefits expense due to staff optimization and cost-saving measures, (iii) a decrease of 28,280 in rental and leases, primarily due to the termination of one of the Company’s office leases, (iv) a decrease of $15,572 in insurance expenses resulting from a change in our insurance provider, (v) a decrease of $10,370 in travel and entertainment expenses during the three months ended March 31, 2026, as the Company reduced discretionary spending and maintained tighter controls over non-essential expenses, (vii) a decrease of $4,560 in depreciation and amortization expenses, as we did an impairment loss on intangible assets in 2025, partially offset by (vi) an increase of $1,862 in recruiting expenses, and (ⅷ) an increase of $67,351 of other miscellaneous general and administration expenses during the three months ended March 31, 2026, primarily due to the increase of other profession fee for TWEW.

Share-based compensation expenses

Nine Months Ended September 30,

Three Months Ended March 31,

Share-based compensation expenses

Share-based compensation expenses were $102,716 and $261,666 for the nine months ended September 30, 2025 and 2024, respectively, representing a decrease of $158,950, or 60.7%.

For the nine months ended September 30, 2025, share-based compensation expenses were $102,716, consisting of (i) $77,875 resulting from the newly issued 43,750 shares granted and vested immediately on September 30, 2025, and (ii) $24,841 related to the non-vested shares granted on September 30, 2025.

For the nine months ended September 30, 2024, share-based compensation expenses consisted of $261,666 from the 150,000 shares granted and vested immediately on September 30, 2024, which led to a higher one-time expense during the third quarter of 2024.

See Note 11 – Stock Based Compensation for more details.

Share-based compensation expenses were $14,182 and $16,185 for the three months ended March 31, 2026 and 2025, respectively, representing a decrease of $2,003, or 12.4%.

See also Note 11 – Stock Based Compensation for more details in our Consolidated Financial Statements include in this quarterly report.

Other Income (Expenses), net

Nine Months Ended September 30,

Three Months Ended March 31,

Interest income

6 unchanged sentences

Total other income, net

Interest income from continuing operations was $725,094 for the nine months ended September 30, 2025, compared to $145,631 for the nine months ended September 30, 2024, representing an increase of $579,463, or 397.9%.

Interest expense incurred from our continuing operations was $24,721 for the nine months ended September 30, 2025, which slightly increased by $321, or 1.3%, from $25,042 for the nine months ended September 30, 2024, mainly due to an increased Premium Finance interest for D&O Insurance, partially offset by the decreased interest for long-term loans.

Interest income from continuing operations was $151,142 for the three months ended March 31, 2026, compared to $208,090 for the three months ended March 31, 2025, representing a decrease of 56,948, or 27.4%.

The decrease was primarily due to a reduction in average outstanding loan balances as certain borrowers repaid a portion of their loans, resulting in lower interest income.

Interest expense incurred from our continuing operations was $7,700 for the three months ended March 31, 2026, which slightly decreased by $1,112, or 12.6%, from $8,812 for the three months ended March 31, 2025, mainly due to primarily due to lower interest incurred on premium finance arrangements.

Income Tax (Benefits)

Our income tax provision for continuing operations was $5,200 for the nine months ended September 30, 2025, compared with income tax benefits of approximately $1,052,969 for the same period in 2024.

The consolidated statement of operations reflects income tax expense of approximately $18,342 for the nine months ended September 30, 2025, which includes the current quarter provision of $5,200, and approximately $13,142 of tax payments related to prior periods and acquisition-related tax filings upon the filing of 2024 tax returns in April 2025.

These additional amounts primarily consist of:

(i) $2,155 of tax obligations owed by the Company for the 2024 tax year, (ii) $1,101 of pre-acquisition tax obligations of Edward, and (iii) $9,886 of pre-acquisition tax obligations of TWEW.

These payments do not impact the Company’s estimated annual effective tax rate for 2025.

As a result of the above factors, we had a net loss of $2,581,087 from our continuing operations for the nine months ended September 30, 2025, compared to a net loss of $1,710,581 for the same period of 2024.

Our income tax provision for continuing operations was 4,400 for the three months ended March 31, 2026, compared with income tax benefits of approximately $5,355 for the same period in 2025.

As a result of the above factors, we had a net loss of $616,265 from our continuing operations for the three months ended March 31, 2026, compared to a net loss of $753,909 for the same period of 2025.

Discontinued Operations -Parallel- Import vehicle Business

1 unchanged sentence

The Company fully exited its parallel-import vehicle business during the year ended December 31, 2024.

The following table summarizes the operating results of our discontinued operations for the nine months ended September 30, 2024:

Nine Months Ended September 30,

domestic market

Overseas market

Total Revenue

Cost of Revenue

Cost of vehicle

Fulfilment expense

Total Cost of Revenue

During the nine months ended September 30, 2024, we generated revenue of $1.6 million from the parallel-vehicle business.

Only 14 units of vehicles were sold following the significant downturn of parallel-import vehicle business as described in “—Business Overview and Recent Developing Trends.”

We also reported cost of revenue of 1.7 million, mainly the fulfillment expenses, and a gross loss of $24,820 of the discontinued business for the nine months ended September 30, 2024.

Selling Expenses for Discontinued Operations

The following table presents selling expenses for the discontinued operations:

Nine Months Ended September 30,

Selling Expenses

Payroll and benefits

Ocean freight

Other selling expenses

Total selling expenses

Total selling expenses for the discontinued parallel-import vehicle business was $117,819 for the nine months ended September 30, 2024.

Allowance of credit loss of accounts receivables

Total allowance of credit loss of accounts receivable for the discontinued parallel-import vehicle business was $1,095,094 for the nine months ended September 30, 2024.

Interest Expenses

The table below presents interest expenses for the nine months ended September 30, 2024:

September 30,

Interest Expenses

Line of Credit

Total interest expenses

Total interest expenses on LC financing and line of credit charges were $88,788 for the nine months ended September 30, 2024.

Net loss for the discontinued operations was approximately $1,326,521 for the nine months ended September 30, 2024.

The Company did not generate any income or incur any expenses from discontinued operations for the three months ended March 31, 2026.

Liquidity and Capital Resources

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Financing may not be available in amounts or on terms acceptable to us, or at all.

As of September 30, 2025, we had current assets of $9.7 million, consisting of cash and cash equivalents of $0.2 million, $8.3 million in loan receivables, $1.0 million of other receivables, and $0.3 million in prepaid expenses and other current assets from continuing operations.

Our current liabilities, all of which related to continuing operations, totaled approximately $1.3 million, consisting of $0.6 million of operating lease liabilities, $0.5 million of other payables, $35,902 of the current portion of long-term borrowings, and $131,083 of loan payable from Premium Finance.

The Company also had $581,836 of long-term borrowings payable, and $778,642 of operating lease liabilities, long-term portion.

The following table summarizes our cash flows for the nine months ended September 30, 2025 and 2024, with continuing operations and discontinued operations presented separately:

Nine Months ended September 30,

Net cash provided by operating activities

As of March 31, 2026, we had current assets of $48.4 million, consisting of cash and cash equivalents of $0.7 million, $4.4 million in loan receivables, $0.7 million of other receivables, $2.4 million in prepaid expenses and other current assets, and $40.1 million in deposit

on long-term investment from continuing operations.

Our current liabilities, all of which related to continuing operations, totaled approximately $1.1 million, consisting of $0.6 million of operating lease liabilities, $0.4 million of other payables, $0.1 million of the current portion of long-term borrowings and loan payable from Premium Finance.

The Company also had $0.6 million of long-term borrowings payable, and $0.4 million of operating lease liabilities, long-term portion.

The following table summarizes our cash flows for the three months ended March 31, 2026 and 2025, with continuing operations and discontinued operations presented separately:

Three Months ended March 31,

Net cash provided by (used in) operating activities

Cash used in operations-continuing operations

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Net cash used in investing activities

Cash used in operations-continuing operations

Net cash (used in) provided by financing activities

Cash (used in) provided by operations-continuing operations

Cash used in operations-discontinued operations

Cash used in investing activities-continuing operations

Net cash provided by (used in) financing activities

Cash provided by (used in) financing activities-continuing operations

Net (decrease) increase in cash

Operating Activities

Net cash used in operating activities from continuing operations was $1.8 million for the nine months ended September 30, 2025.

The negative cash flow was primarily due to (i) a net loss of $2.6 million during the nine months ended September 30, 2025, and (ii) an increase of $0.6 million in other receivables, partially offset by (iii) an increase of $0.7 million in allowance of credit loss of goodwill and intangible assets, (iv) an increase of $0.2 million in other payables and other current liabilities, and (v) an increase of $0.4 million in amortization of operating lease right-of-use assets and intangible assets.

Net cash used in operating activities from continuing operations was $2.9 million for the nine months ended September 30, 2024.

This was primarily attributable to (i) a net loss of $3.0 million, (ii) a deferred tax benefit of $1.1 million, (iii) an increase of $0.1 million in other receivables, partially offset by non-cash adjustments including, (iv) $182,862 in amortization of operating lease right-of-use assets, and (v) $34,858 in amortization of intangible assets.

Net cash provided by operating activities from discontinued operations was $2.5 million for the nine months ended September 30, 2025, primarily due to the collection of $2.5 million in accounts receivable resulting from vehicle sales.

Net cash provided by operating activities from discontinued operations was $3.5 million for the nine months ended September 30, 2024.

This was primarily attributable to (i) the collection of $2.1 million in accounts receivable resulting from vehicle sales, (ii) a $1.5 million decrease in vehicle inventory, (iii) a $0.2 million decrease in other receivables from vehicle deposit and sales tax return, and (iv) a $1.1 million increase in other payables.

Net cash used in operating activities from continuing operations was $2.5 million for the three months ended March 31, 2026.

The negative cash flow was primarily due to (i) a net loss of $0.6 million during the three months ended March 31, 2026, and (ii) an increase of $2.2 million in prepaid expenses and other current assets, (iii) a decrease of $0.2 million in other payables and other current liabilities, and (iv) a decrease of $0.1 million in operating lease liabilities, partially offset by (v) a decrease of $0.5 million in other receivables, and (vi) $0.2 million in amortization of operating lease right-of-use assets and intangible assets.

Net cash used in operating activities from continuing operations was $0.8 million for the three months ended March 31, 2025.

This was primarily attributable to (i) a net loss of $0.8 million, and (ii) an increase of $0.2 million in other receivables, partially offset by (iii) 0.1 million in amortization of operating lease right-of-use assets and intangible assets, and (iv) a decrease of $0.1 million in prepaid expenses.

Net cash provided by operating activities from discontinued operations was $nil million for the three months ended March 31, 2026.

Net cash provided by operating activities from discontinued operations was $2.5 million for the three months ended March 31, 2025, primarily due to the collection of $2.5 million in accounts receivable resulting from vehicle sales.

Investing Activities

Net cash used in investing activities from continuing operations was approximately $2.2 million for the nine months ended September 30, 2025, including (i) $3.5 million in short-term loans receivable from third parties, and offset by (ii) $1.2 in proceeds of repayment from these loans.

For the nine months ended September 30, 2024, net cash used in investing activities was $2.9 million, including (i) $0.2 million in cash paid in the Edward acquisition, (ii) $0.4 million in cash paid in the purchase of property and equipment, (iii) $3.0 million in cash in short-term loans receivable from third parties, offset by (iii) $0.7 million in proceeds of repayment from pledged loans and short-term loans made to third parties.

There were no investing activities related to discontinued operations for the nine months ended September 30, 2025 and 2024.

Net cash used in investing activities from continuing operations was approximately $37.1 million for the three months ended March 31, 2026, including (i) $40.1 million in deposit on long-term investment, (ii) $1.0 million short-term loans receivable from third parties, and offset by (ii) $4.0 million in proceeds of repayment from these loans.

For the three months ended March 31, 2025, net cash used in investing activities was $3.0 million, including (i) $3.0 million in short-term loans receivable from third parties, and offset by (ii) $49,000 proceeds of repayment from these loans.

There were no investing activities related to discontinued operations for the three months ended March 31, 2026 and 2025.

Financing Activities

Net cash used in financing activities from continuing operations was $16,237 for the nine months ended September 30, 2025, which consisted of (i) net proceeds from premium finance of $196,300, offset by (ii) net repayment of premium finance of $185,678, and (iii) net repayment of long-term borrowings of $26,859.

Net cash provided by financing activities from continuing operation of $8.9 million for the nine months ended September 30, 2024, consisted of (i) cash received from public offering proceeds of $8.4 million, (ii) proceeds from issuance of common stock under a private placement agreement of $0.6 million, (iii) proceeds from premium finance of $252,718, offset by (iv) cash paid for warrant termination of $78,125, (ⅴ) repayments of premium finance of $222,538, (ⅵ) repayments of long-term borrowing of $24,268, and (ⅶ) repayment of $13,423 to a related party.

There were no financing activities related to discontinued operations for the nine months ended September 30, 2025.

Net cash used in financing activities from discontinued operations was $1.6 million for the nine months ended September 30, 2024, which was the repayment of LC financing.

Subsequent Events

On September 19, 2025, the compensation committee of the Company’s Board approved the grant of the Award to Mr.

Huan Liu, chief executive officer of the Company, pursuant to the Plan, which grant became effective on October 15, 2025.

The Award was vested immediately upon grant.

On October 15, 2025, the Company issued the shares to Mr.

Net cash used in financing activities from continuing operations was $40.1 for the three months ended March 31, 2026, which consisted of (i) net proceeds from PIPE of $40.1 million, offset by (ii) net repayment of premium finance of $49,297, and (iii) net repayment of long-term borrowings of $9,344.

Net cash used in financing activities from continuing operations was $68,539 for the three months ended March 31, 2025, which consisted of (i) net repayment of premium finance of $59,590, and (ii) net repayment of long-term borrowings of $8,949.

There were no financing activities related to discontinued operations for the three months ended March 31, 2026 and 2025.

Off-Balance Sheet Arrangements

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What changed 10-Q

Item 2. Management’s Discussion and Analysis