What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 483 added, 263 removed, 704 unchanged (51% of the section changed)

8 unchanged sentences

Prepaid expenses and other current assets

Deposit on long-term investment

Receivable from withdrawal of investment deposit

TOTAL CURRENT ASSETS

3 unchanged sentences

Intangibles, net

Contingent consideration asset

TOTAL NONCURRENT ASSETS

13 unchanged sentences

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES (Note 16)

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY

Common stock, $ 0.0001 par value, 2,200,000,000 shares authorized;

184,346 and 17,096 shares issued and outstanding, including*:

Class A common stock, $ 0.0001 par value, 2,000,000,000 shares authorized, 180,890 and 13,640 shares issued and outstanding

Class B common stock, $ 0.0001 par value, 200,000,000 shares authorized, 3,456 and 3,456 shares issued and outstanding

Common stock, $ 0.0001 par value, 2,200,000,000 and 1,000,000,000 shares authorized;

3,159,391 and 17,096 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively, including:

Class A common stock, $ 0.0001 par value, 2,000,000,000 and 891,750,000 shares authorized;

2,955,935 and 13,640 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively

Class B common stock, $ 0.0001 par value, 200,000,000 and 108,250,000 shares authorized;

203,456 and 3,456 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively

Additional paid-in capital

(Accumulated deficit) Retained earnings

Accumulated deficit

( 8,875,534 )

2 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

* Retrospectively adjusted for the reverse split of the Company’s Common Stock at a ratio of 1 -for-200, which took effect on April 29, 2026.

* Retrospectively restated for effect of the Company’s amended and restated articles of incorporation and bylaws and the reverse split took effect on April 29, 2026.

See also Note 15.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CHEETAH NET SUPPLY CHAIN SERVICE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

Cash flows from operating activities:

Loss from discontinued operations, net of tax

Loss from continuing operations

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

( 1,266,437 )

Adjustments to reconcile net income to net cash provided by operating activities:

Loss on disposal of Edward

Amortization of operating lease right-of-use assets

3 unchanged sentences

Accounts receivable

Other receivables, net

Due from/to related party

Other receivables

Due to a related party

Prepaid expenses and other current assets

( 2,152,338 )

Accounts payable

Other payables and other current liabilities

3 unchanged sentences

Cash provided by operating activities-discontinued operations

Net cash provided by (used in) operating activities

( 2,457,939 )

Net cash provided by operating activities

Cash flows from investing activities:

Deposit on long-term investment

Acquisition of business, net of cash acquired

( 4,974,529 )

Cash used in disposal of Edward

( 41,110,573 )

Loans made to third parties

( 26,490,000 )

( 3,445,150 )

Loans repayment received from third parties

7 unchanged sentences

Proceeds from PIPE

Proceeds from issuance of common stock under ATM offering

Issuance of Class B common stock pursuant to stock subscription

Repayments of premium finance

Repayments of long-term borrowings

Cash provided by financing activities-continuing operations

Net cash provided by (used in) financing activities

Net increase in cash

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

Net cash (used in) provided by financing activities

Net (decrease) increase in cash

( 1,465,776 )

1 unchanged sentence

Cash, end of period

Less cash and cash equivalents of discontinued operations

Cash of continuing operations

2 unchanged sentences

Cash paid for interests

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CHEETAH NET SUPPLY CHAIN SERVICE INC.

4 unchanged sentences

On March 1, 2022, the Company filed articles of incorporation including articles of conversion with the Secretary of State of the State of North Carolina to convert from an LLC to a corporation, and changed its name to Cheetah Net Supply Chain Service Inc.

On February 2, 2026, the Company converted from a corporation organized under the laws of the State of North Carolina into a corporation organized under the laws of the State of Delaware pursuant to a plan of conversion approved by the Company’s stockholders.

The conversion constituted a continuation of the Company’s existence and did not result in any change to the Company’s business, assets, liabilities or outstanding shares of common stock.

The Company holds 100 % of the equity interests in the following entities:

3 unchanged sentences

As of the date of this report, Allen-Boy is not engaged in any business operations.

● (ii) Pacific Consulting LLC (“Pacific”), an LLC organized on January 17, 2019 under the laws of the State of New York, which was acquired by Cheetah Net from Yingchang Yuan, the previous owner of Pacific who beneficially owns 1,200,000 shares of Class A common stock of Cheetah Net, for a total consideration of $ 100 on February 15, 2019.

Pacific did not have any business activities until acquired by Cheetah Net.

Pacific previously engaged in the parallel-import vehicle dealership business, which the Company discontinued in March 2025.

The Company dissolved Pacific on June 24, 2025.

● (iii) Entour Solutions LLC (“Entour”), an LLC organized on April 8, 2021 under the laws of the State of New York, which was acquired by Cheetah Net from Daihan Ding, the previous owner of Entour, for a total consideration of $ 100 on April 9, 2021.

● (ii) Entour Solutions LLC (“Entour”), an LLC organized on April 8, 2021 under the laws of the State of New York, which was acquired by Cheetah Net from Daihan Ding, the previous owner of Entour, for a total consideration of $ 100 on April 9, 2021.

Entour did not have any business activities until acquired by Cheetah Net.

1 unchanged sentence

As of the date of this report, Entour is not engaged in any business operations.

● (iv) Cheetah Net Logistics LLC (“Logistics”), an LLC organized on October 12, 2022 under the laws of the State of New York, whose previous sole member and owner, Hanzhang Li, the previous owner of Logistics, for a total consideration of $ 100 , assigned all his membership interests in Logistics to Cheetah Net on October 19, 2022.

Logistics previously engaged in the parallel-import vehicle dealership business, which the Company discontinued in March 2025.

The Company dissolved Logistics on June 24, 2025.

● (v) TW & EW Services Inc.

● (iii) TW & EW Services Inc.

(“TWEW”), a corporation incorporated on February 27, 2020 under the laws of the State of California, whose previous shareholders and owners transferred all their rights, titles, and interests in and to all of the issued and outstanding equity interests of TWEW to Cheetah Net for a total consideration of $ 1.0 million, consisting of a $ 200,000 cash payment and Class A common stock valued at $ 800,000 through a stock purchase agreement dated November 27, 2024.

1 unchanged sentence

Currently, TWEW is engaged in logistics and labor services to strengthen the Company’s position in the logistics sector.

● (vi) NexTrade International LLC (“NexTrade”), a limited liability company organized on September 13, 2024 under the laws of the State of Delaware.

● (iv) NexTrade International LLC (“NexTrade”), a limited liability company organized on September 13, 2024 under the laws of the State of Delaware.

NexTrade holds 100 % of the ownership interests in Naiside (Shenzhen) International Trading Co., Ltd., a limited liability company organized on December 3, 2024 under the laws of the PRC.

2 unchanged sentences

As of the date of this report, NexTrade is not engaged in any business operations.

● (vii) Cheetah Net Supply Chain Service Ltd (“Cheetah BVI”), a corporation incorporated on March 28, 2025 under the laws of the British Virgin Islands.

● (v) Cheetah Net Supply Chain Service Ltd (“Cheetah BVI”), a corporation incorporated on March 28, 2025 under the laws of the British Virgin Islands.

As of the date of this report, Cheetah BVI is not engaged in any business operations.

● (vi) Super International Trading Limited (“Super International”), a private limited company incorporated under the laws of Hong Kong, which was acquired by Cheetah Net from Mr.

Leyan Yang, the sole shareholder of Super International, for a total consideration of $ 4,980,000 in cash on May 27, 2026.

Super International is engaged in the procurement and sale of excavators and construction machinery, conducting purchase and resale transactions with equipment suppliers and export-oriented trading customers.

On September 30, 2024, the Company’s stockholders approved its fourth amended and restated articles of incorporation, which authorizes a reverse stock split of the issued shares of its 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 the Company’s board of directors.

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Logistics and Warehousing Services

The Company’s subsidiary, Edward, operates as a licensed Non-Vessel Operating Common Carrier.

The Company’s disposed subsidiary, Edward Transit Express Group, Inc.

(“Edward”), operates as a licensed Non-Vessel Operating Common Carrier.

It manages freight forwarding, including shipment consolidation and carrier selection, aimed at optimizing shipping operations.

2 unchanged sentences

The Company’s subsidiary, TWEW, specializes in general labor support services and logistics coordination, providing workforce solutions and operational efficiency tools tailored to the logistics and labor sectors.

TWEW’s expertise in labor management and logistical support enables the Company to streamline operations, expand service offering, and enhance market position.

The Company is undergoing a business transformation of its business model.

The Company is shifting its business focus from parallel-import vehicle sales to logistics and warehousing services.

Management continues to focus on improving operational efficiencies and expanding its market presence of the two acquired businesses.

The transformation of the Company’s business model could have a material and adverse effect on the Company’s business, financial condition, and results of operations.

The business shift may take longer time than expected to generate ideal profits depending on factors from the business environment and operation management and market expansion.

TWEW’s expertise in labor management and logistical support enables the Company to streamline operations, expand its service offerings, and enhance its market position.

Management continues to focus on improving operational efficiencies and expanding its market presence in the logistics and warehousing sectors.

International Trading

The Company’s subsidiary, Super International, is primarily engaged in the procurement and sale of excavators and other construction machinery.

Super International operates purchases equipment from suppliers and resells the equipment to export-oriented trading customers based on customer demand.

The addition of this business expands the Company’s service offerings and complements its existing logistics and warehousing operations by creating potential opportunities for integrated equipment trading, transportation, and warehousing services.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

5 unchanged sentences

All intercompany balances and transactions are eliminated upon consolidation.

As a U.S.-based company operating exclusively within the domestic market and transacting solely in United States Dollars (USD), both the Company’s presentation and functional currencies are the USD.

As a U.S.-based company operating globally and transacting solely in United States Dollars (USD), both the Company’s presentation and functional currencies are the USD.

This uniformity simplifies the Company’s financial reporting process and ensures clarity in its financial transactions.

5 unchanged sentences

These estimates are based on information as of the date of the consolidated financial statements.

Significant estimates required to be made by management include, but are not limited to, allowance credit losses of accounts receivables and loan receivable from third parties, the revenue recognition, impairment of long-lived assets, and the realization of deferred tax assets.

Significant estimates required to be made by management include, but are not limited to, allowance credit losses of accounts receivables and loan receivables from third parties, the revenue recognition, impairment of long-lived assets, and the realization of deferred tax assets.

Actual results could differ from those estimates.

1 unchanged sentence

The Company’s consolidated financial statements are prepared assuming that the Company will continue as a going concern.

The Company reported a net operating loss of approximately $ 0.6 million for three months ended March 31, 2026, and net cash used in operating activities of approximately $ 2.5 million.

As the Company has been transitioning to the logistics and warehousing service business, the Company may continue to incur operating losses and generate negative cash flow.

The Company reported a net loss of approximately $ 0.5 million for six months ended June 30, 2026, and net cash used in operating activities of approximately $ 0.9 million.

As the Company has been integrating into newly acquired international trading business and developing to the logistics and warehousing service business, the Company may continue to incur operating losses and generate negative cash flow.

These factors raise doubts about the Company’s ability to continue as a going concern.

As of March 31, 2026, the Company had cash and cash equivalents of approximately $ 0.7 million and a working capital balance of $ 47.3 million.

In addition, the Company had loan receivable from third parties of approximately $ 4.4 million, which can be sufficient for the Company to support its ongoing business operations and meet the obligations in the future.

As of June 30, 2026, the Company had cash and cash equivalents of approximately $ 2.1 million and a working capital balance of $ 74.1 million.

In addition, the Company had receivable from withdrawal of investment deposit of $ 41.1 million and loan receivable from third parties of approximately $ 30.0 million, which can be sufficient for the Company to support its ongoing business operations and meet the obligations in the future.

Management has evaluated the Company’s ability to continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements – Going Concern.

1 unchanged sentence

While management understands that the ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations, management has concluded that there are no conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance date of these consolidated financial statements.

Accordingly, the Company’s consolidated financial statements as of March 31, 2026 have been prepared on a going concern basis.

Accordingly, the Company’s consolidated financial statements as of June 30, 2026 have been prepared on a going concern basis.

Risks and uncertainties

The Company is undergoing a business transformation of our business model.

The Company is undergoing a transformation of its business model.

As a company located in the U.S.

and doing business with the PRC, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the U.S.

and the PRC, as well as by the general state of the U.S.

and the PRC economies.

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

and doing business with the PRC and other international markets, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the U.S., the PRC, and other jurisdictions in which it operates, as well as by the general state of the relevant economies.

The Company’s results may be adversely affected by changes in political, regulatory, trade, tariff, and social conditions in these jurisdictions.

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

● The government policies on ocean freight business and tariff policy may reduce the market demand for the freight, logistics, and warehousing business, and thus negatively affect the Company’s business and growth prospects;

● The Company’s 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 the Company’s 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.

● The business shift from parallel-import vehicle sales to logistics and warehousing services and international trading may depend on factors relating to the business environment, operational management, market expansion, and the successful integration of newly acquired businesses;

● Government policies relating to ocean freight, international trade, tariffs, import and export controls, and customs requirements may reduce market demand for the Company’s freight, logistics, warehousing, and international trading businesses, increase operating costs, or otherwise negatively affect the Company’s business and growth prospects;

● The Company’s logistics and warehousing and international trading businesses depend significantly on a limited number of customers and third-party transportation, labor, equipment supply, and other service providers;

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

and the PRC, may negatively affect the Company’s business;

● Competition in the logistics, warehousing, and international trading industries, based on factors such as service quality, speed, reliability, product availability, and pricing, may limit the Company’s ability to expand its non-vehicle logistics, warehousing, and international trading revenue.

The Company’s success in these areas will depend on its ability to develop and scale an effective salesforce, maintain relationships with suppliers and customers, and effectively market its services and products in the U.S., the PRC, and other international markets.

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.

1 unchanged sentence

Cash and cash equivalents consist of cash in bank and interest-bearing certificates of deposit with an initial term of three months when purchased.

As of March 31, 2026 and December 31, 2025, all cash and cash equivalents were related to continuing operations.

As of June 30, 2026 and December 31, 2025, all cash and cash equivalents were related to continuing operations.

Cash held in Current Accounts

7 unchanged sentences

If previously written-off receivables are subsequently recovered, the Company records a reversal of the allowance for credit losses.

During the three months ended March 31, 2026 and 2025, no allowance for credit losses on accounts receivable from continuing operations was recorded.

During the six months ended June 30, 2026 and 2025, no allowance for credit losses on accounts receivable from continuing operations was recorded.

(See Note 6 – Discontinued Operations for further details.)

Inventories primarily consist of construction machinery and related equipment purchased for resale.

Inventories are stated at the lower of cost and net realizable value.

Cost is determined using the specific identification method and includes the purchase price and other costs directly attributable to bringing the inventories to their present location and condition.

Net realizable value represents the estimated selling price in the ordinary course of business, less reasonably predictable costs.

The Company evaluates inventories at each reporting date for indicators that their net realizable value may be below cost, including physical damage, obsolescence, changes in market demand, changes in estimated selling prices, and slow-moving inventory.

Any write-down to net realizable value is recognized in cost of revenues in the period in which the decline occurs.

Loan receivable

5 unchanged sentences

This approach considers historical credit loss experience, current conditions, and reasonable forecasts in estimating potential credit losses.

As of March 31, 2026 and December 31, 2025, no impairment allowance was recorded for the loan receivable.

Deposit on long-term investment

Under ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), investments in private equity fund, which in our case, the Company does not have the ability to exercise significant influence, is accounted for under the practical expedient in ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) to estimate fair value using the net asset value per share (or its equivalent) of the investment (“NAV practical expedient”) (ASC 820-10-35-59).

On January 5, 2016, the FASB issued ASU 2016-01, which amends the guidance in U.S.

GAAP on the classification and measurement of financial instruments, stipulates that an investment in an investee over which the entity does not have significant influence and which do not have readily determinable fair value and do not qualify for NAV practical expedient, is permitted to elect a practicability exception to fair value measurement, under which the investment will be measured at cost, less impairment, plus or minus observable price changes (in orderly transactions) of an identical or similar investment of the same issuer.

The ASU clarifies that when identifying observable price changes, an entity should consider relevant transactions “that are known or can reasonably be known” and that an entity is not required to spend undue cost and effort to identify such transactions.

The ASU also indicates that an entity should consider a security’s rights and obligations, such as voting rights, distribution rights and preferences, and conversion features, when evaluating whether the security issued by the same issuer is similar to the equity security held by the entity.

As of March 31, 2026, the Company made a deposit of RMB 280 million related to a pending long-term investment.

As of June 30, 2026 and December 31, 2025, no impairment allowance was recorded for the loan receivable.

Receivable from withdrawal of investment deposit

A receivable from withdrawal of investment deposit is recognized when the underlying investment arrangement has been terminated, the Company no longer holds an ownership interest in the investee, and the counterparty has a contractual obligation to refund the Company’s capital contribution.

The receivable is initially recognized at the amount contractually refundable to the Company and is subsequently measured at amortized cost, net of an allowance for expected credit losses, if any.

The Company evaluates the receivable for expected credit losses in accordance with ASC 326, Financial Instruments—Credit Losses, based on the counterparty’s repayment capacity, the contractual repayment terms, expected sources of repayment, subsequent collections, and other relevant facts and circumstances.

As of June 30, 2026, the Company recorded a receivable from withdrawal of investment deposit of RMB 280,000,000 , equivalent to approximately US$ 41,110,573 , following the termination of the related partnership agreement.

See Note 5 for additional information.

Based on the Company’s assessment, no allowance for expected credit losses was recorded as of June 30, 2026.

Property, plant, and equipment, net

8 unchanged sentences

Intangible assets, net

The Company recorded intangible assets with the acquisitions of Edward and TWEW during the first quarter and the fourth quarter of 2024, respectively (see Note 8- Intangible Asset and Goodwill).

Intangible assets consist of developed technology, customer relationships, and trade names, which are amortized on a straight-line basis or over their respective useful lives using patterns that reflect the economic benefits the assets are expected to realize.

The Company recorded intangible assets with the acquisitions of TWEW during the fourth quarter of 2024 (see Note 9- Intangible Asset and Goodwill).

Intangible assets consist of customer relationships, which are amortized on a straight-line basis or over their respective useful lives using patterns that reflect the economic benefits the assets are expected to realize.

The Company reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

2 unchanged sentences

E stimated useful li fe

Developed technology

Customer relationships

1 unchanged sentence

The estimated useful lives of intangible assets with finite lives are reassessed if circumstances occur that indicate the original estimated useful lives have changed.

The Company did no t recognize any impairment to intangible assets for the three months ended March 31, 2026 and 2025.

The Company did no t recognize any impairment to intangible assets for the six months ended June 30, 2026 and 2025.

Fair value of financial instruments

6 unchanged sentences

● Level 3 — inputs to the valuation methodology are unobservable.

Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, loans receivable, loans payable, and other payables and other current liabilities, approximated the fair value of the respective assets and liabilities as of March 31, 2026 and 2025 based upon the short-term nature of the assets and liabilities.

Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, loans receivable, loans payable, and other payables and other current liabilities, approximated the fair value of the respective assets and liabilities as of June 30, 2026 and December 31, 2025 based upon the short-term nature of the assets and liabilities.

The Company applied level 3 to obtain the fair value of intangible assets and goodwill.

See NOTE 9 — Intangible Asset and Goodwill.

The Company believes that the carrying amount of long-term loans approximated fair value as of March 31, 2026 and 2025 based on the terms of the borrowings and current market rates as the rates of the borrowings are reflective of the current market rates.

The Company believes that the carrying amount of long-term loans approximated fair value as of June 30, 2026 and December 31, 2025 based on the terms of the borrowings and current market rates as the rates of the borrowings are reflective of the current market rates.

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No.

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All ROU assets are reviewed for impairment annually.

There was no impairment for ROU lease assets as of March 31, 2026 and 2025.

There was no impairment for ROU lease assets for the six months ended June 30, 2026 and 2025.

Contingent consideration asset

A contingent consideration asset is the acquirer’s contractual right to receive cash or other assets from the former owners of an acquiree if specified future events occur or conditions are met.

The Company recognizes contingent consideration assets arising from business combinations in accordance with ASC 805, Business Combinations (“ASC 805”).

The Company recognizes the acquisition-date fair value of such rights as part of the consideration transferred in exchange for the acquiree (ASC 805-30-25-5), and measures the right to receive cash on the same basis as a financial asset (ASC 805-30-25-7).

Contingent consideration assets are presented as non-current assets on the consolidated balance sheet, separately from goodwill.

The Company records goodwill as the excess of the consideration transferred over the fair value of net assets acquired in business combinations.

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The Company estimates fair value using the expected future cash flows discounted at a rate consistent with the risks associated with the recovery of the asset.

For the three months ended March 31, 2026 and 2025, the Company did no t record any impairment.

For the six months ended June 30, 2026 and 2025, the Company did no t record any impairment.

Revenue recognition

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ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts.

The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance

The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue.

1 unchanged sentence

In addition, the new guidance requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

The Company generated revenue from the parallel-import vehicle dealership and logistics and warehousing services.

Revenue from the parallel-import vehicle dealership business is generated from the sales of parallel-import vehicles to both domestic and overseas parallel-import car dealers.

It purchases automobiles from the U.S.

market through its team of professional purchasing agents, and mainly resells them to parallel-import car dealers in the U.S.

In accordance with ASC 606, the Company recognizes revenue at the point in time when the performance obligation has been satisfied and control of the vehicles has been transferred to the dealers.

For sales to U.S.

domestic parallel-import car dealers, revenue is recognized when a vehicle is delivered, and its title has been transferred to the dealers.

For overseas sales, the Company sells vehicles under Cost and Freight (“CFR”) shipping point terms, and revenue is recognized when a vehicle is loaded on a cargo ship and its title has been transferred to the dealers.

The Company accounts for the revenue generated from sales of vehicles on a gross basis as the Company is acting as a principal in these transactions, is subject to inventory risk, has latitude in establishing prices, and is responsible for fulfilling the promise to provide customers the specified goods, which the Company has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits.

All of the Company’s contracts have one single performance obligation as the promise is to transfer the individual vehicle to parallel-import vehicle dealers, and there is no separately identifiable other promise in the contracts.

The Company’s vehicles are sold with no right of return and the Company does not provide other credits or sales incentives to parallel-import car dealers.

Historically, no customer returns have occurred.

Therefore, the Company did not provide any sales return allowances for the period ended March 31, 2026 and 2025.

In 2025, the Company started generating revenues from freight forwarding services provided by Edward and general labor and logistics provided by TWEW to corporate and retail clients, including transportation, cargo warehousing, freight forwarding, labor service, and cargo loading and unloading.

The Company generated revenues from freight forwarding services provided by Edward and general labor and logistics provided by TWEW to corporate and retail clients, including transportation, cargo warehousing, freight forwarding, labor service, and cargo loading and unloading, and international trading services provided through Cheetah and Super International, primarily involving the purchase and resale of construction machinery to trading and export customers.

Revenue for freight forwarding services, both export and import, is recognized when the services are provided.

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There were no provisions for sales return allowances based on historical experiences of no returns.

Following the disposal of Edward on April 1, 2026, the Company ceased its freight forwarding operations conducted through Edward.

Revenue from general labor and logistics services, provided through TWEW, is recognized upon services rendered, based on verified labor hours or project milestones outlined in client agreements, with billing tied to predefined service rates (e.g., per-hour fees or fixed-scope pricing).

2 unchanged sentences

No provisions for returns or sales incentives are included, as historical experience indicates no material rights of return or refunds.

Revenue from international trading, provided through Cheetah and Super International, is recognized at a point in time when control of construction machinery transfers to trading and export customers, generally upon pickup at the Company’s designated warehouse under EXW terms.

The Company acts as the principal in these transactions, taking legal title to and bearing inventory risk on equipment purchased from suppliers prior to resale, and therefore recognizes revenue on a gross basis.

Each contract represents a single performance obligation, with a fixed transaction price and no provisions for sales returns based on historical experience.

Disaggregation of Revenue

The Company disaggregates its revenue by geographic areas, as the Company believes it best depicts how the nature, amount, timing, and uncertainty of the revenue and cash flows are affected by economic factors.

For the Three Months Ended

Three Months Ended

Six Months Ended

domestic market

1 unchanged sentence

Total revenue

For the three months ended June 30, 2026, the Company’s total revenue from continuing operations was $ 868,909 , increased by $ 514,783 from $ 354,126 for the same period in 2025.

For the six months ended June 30, 2026, total revenue from continuing operations was $ 961,609 , an increase of $ 127,684 from $ 833,925 for the same period in 2025.

This growth was primarily driven by the acquisition of Super International in May 2026, whose operations are entirely focused on the overseas market.

Cost of Revenues

2 unchanged sentences

Cost recognition aligns with service delivery progress, validated through subcontractor utilization reports and client acceptance documentation.

International Trading Segment

Cost of international trading revenue mainly includes the purchase cost of construction machinery acquired from suppliers, together with related inbound freight and handling charges incurred prior to resale.

Cost is recognized in the same period as the related revenue, upon transfer of control of the equipment to the customer.

General and Administration Expenses

The Company’s general and administrative expenses primarily include employee salaries and benefits, depreciation, office lease expenses, travelling and entertainment expenses, legal and consulting fees, insurance and other miscellaneous administrative expenses.

For the three months ended March 31, 2026 and 2025, general and administration expenses for the continuing operations were $ 770,004 and $ 1,000,519 , respectively.

The Company’s general and administrative expenses for the continuing operations primarily include employee salaries and benefits, depreciation and amortization, office lease expenses, travelling and entertainment expenses, legal and consulting fees, insurance and other miscellaneous administrative expenses.

For the three and six months ended June 30, 2026, general and administration expenses for the continuing operations were $ 887,115 and $ 1,657,119 , respectively.

For the three and six months ended June 30, 2025, general and administration expenses for the continuing operations were $ 805,305 and $ 1,805,824 , respectively.

Share-based Compensation

8 unchanged sentences

The Company assesses deferred tax assets to determine whether they are realizable.

As of March 31, 2026, the Company recorded a full valuation allowance against deferred tax assets, as it has generated a three -year cumulative pretax book loss and is forecasting a loss for 2026.

As of June 30, 2026, the Company recorded a full valuation allowance against deferred tax assets, as it has generated a three -year cumulative pretax book loss and is forecasting a loss for 2026.

Based on this evidence, realization of deferred tax assets is not considered more-likely-than-not at this time.

The Company records uncertain tax positions in accordance with ASC 740, using a two-step process to determine whether tax positions will be sustained.

The Company has concluded that there are no uncertain tax positions requiring recognition as of March 31, 2026 and 2025.

The Company has concluded that there are no uncertain tax positions requiring recognition as of June 30, 2026 and 2025.

The Company is not subject to the Section 163(j) interest expense limitation, as it qualifies for an exception due to floor plan financing indebtedness.

5 unchanged sentences

federal income tax purposes from the tax year ended December 31, 2020.

As of March 31, 2026, the Company’s consolidated income tax returns for the tax years ended December 31, 2022 through December 31, 2025 remained open for statutory examination by U.S.

As of June 30, 2026, the Company’s consolidated income tax returns for the tax years ended December 31, 2022 through December 31, 2025 remained open for statutory examination by U.S.

tax authorities.

5 unchanged sentences

Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

For the three months ended March 31, 2026 and 2025, there were no dilutive shares outstanding, as presented in the tables below:

March 31, 2026

For the six months ended June 30, 2026 and 2025, there were no dilutive shares outstanding, as presented in the tables below:

June 30, 2026

Per share amount

3 unchanged sentences

Loss from operations per ordinary share

March 31, 2025

June 30, 2025

Per share amount

1 unchanged sentence

Loss from continuing operations per ordinary share

( 1,266,437 )

Loss from discontinued operations per ordinary share

Loss from operations per ordinary share

( 1,266,437 )

Related parties and transactions

5 unchanged sentences

Segment reporting

The Company uses the management approach in determining reportable operating segments.

The management approach considers the internal reporting used by the Company’s chief operating decision maker for making operating decisions about the allocation of resources of the segment and the assessment of its performance in determining the Company’s reportable operating segments.

The Company reported two operating segments:

the parallel-import vehicle business and logistics and warehousing services in 2024.

Following the discontinuation of the parallel-import vehicles business, during 2025 and the three months ended March 31, 2026, the Company reported a single reportable segment on logistics and warehousing services.

Significant segment expenses reviewed by management include cost of revenues, general and administrative expenses, impairment loss expenses, and share-based compensation expenses.

The Company uses the management approach in determining reportable operating segments, consistent with ASC 280-10-05.

The management approach considers the internal reporting used by the Company’s chief operating decision maker (CODM), who is the Chief Executive Officer, for making operating decisions about the allocation of resources of the segment and the assessment of its performance in determining the Company’s reportable operating segments.

Following the discontinuation of the parallel-import vehicles business, during 2025, the Company reported a single reportable segment on logistics and warehousing services.

During the second quarter of 2026, following the May 27, 2026 acquisition of Super International (see Note 9), the Company began managing and evaluating its operations through two reportable operating segments:

(1) logistics and warehousing services, which provides parallel-import vehicle logistics, freight forwarding, cargo storage, customs clearance, and related services in the United States;

and (2) international trading, which includes the trading of excavators and construction machinery through the acquired Hong Kong entity.

The two segments have been presented separately because they do not meet all five criteria for aggregation under ASC 280-10-50-11;

in particular, they differ in their underlying economic characteristics, customer bases, and the nature of services provided.

Segment operating performance is evaluated based on segment revenue and significant segment expenses, which include cost of revenues, general and administrative expenses, impairment loss expenses, and share-based compensation expenses, as these measures are regularly provided to the CODM.

Segment profitability generally aligns with operating income at the consolidated level, except for corporate-level items that are not allocated to either segment.

There are no inter-segment revenues or expenses between the two segments.

The Company also evaluates segment-level revenue and other items regularly provided to the CODM and discloses these in the accompanying segment footnote.

As of June 30, 2026, certain customers of the Company’s international trading segment accounted for a substantial portion of the Company’s consolidated total revenues, exceeding the 10% threshold under ASC 280-10-50-22.

See Note 17 - SEGMENT REPORTING.

Recent accounting pronouncements

24 unchanged sentences

The Company had loans to generate interest income with third parties.

As of March 31, 2026 and December 31, 2025, a breakdown of loan receivable was as follows:

March 31, 2026

As of June 30, 2026 and December 31, 2025, a breakdown of loan receivable was as follows:

June 30, 2026

December 31, 2025

3 unchanged sentences

(1) On July 23, 2024, the Company entered an additional unsecured short-term loan of $ 1,500,000 to Hongkong Sanyou Petroleum Co Limited under the same terms.

Upon the original maturity date, $ 0 had been collected, with $ 182,500 interest accrued.

Upon the original maturity date, $nil had been collected, with $ 182,500 interest accrued.

On July 23, 2025, the Company and the borrower executed an extension agreement to renew the loan for an additional one -year term, effective upon the original maturity date.

7 unchanged sentences

As of March 16, 2026, the loan dated October 2, 2024, $ 1,000,000 principal and $ 156,547 interest had been fully collected.

With respect to the loan dated October 28, 2024, the Company has received partial repayments of $ 471,222 in principal, with remaining principal of $ 528,778 and interest of $ 154,318 to be collected subsequently.

With respect to the loan dated October 28, 2024, as of June 30, 2026, the Company has received partial repayments of $ 471,222 in principal, with remaining principal of $ 528,778 and interest of $ 165,011 .

As of the date of this report, the Company received full repayment of the remaining principal balance of $ 528,778 , while interest of $ 165,011 remained outstanding.

On November 20, 2024, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.

4 unchanged sentences

The accrued and unpaid interest receivable under the original loan agreement was excluded from the renewed principal balance.

As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $ 500,000 and interest of $ 75,389 to be collected subsequently.

As of the date of this report, $ 500,000 principal has been fully collected while interest of $ 85,500 remained outstanding.

On March 17, 2025, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.

4 unchanged sentences

The accrued and unpaid interest receivable under the original loan agreement was excluded from the renewed principal amount.

As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $ 950,000 and interest of $ 117,431 to be collected subsequently.

As of the date of this report, $ 950,000 principal has been fully collected while interest of $ 129,438 remained outstanding.

On March 17, 2026, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.

1 unchanged sentence

This loan carries an annual interest rate of 5.0 % and is set to mature in 12 months .

As of the date of this report, the Company has received partial repayments of $ 721,222 in principal, with remaining principal of $ 258,778 and interest of $ 14,292 to be collected subsequently.

On April 1, 2026, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.

The principal amount of the loan is $ 500,000 .

This loan carries an annual interest rate of 5.0 % and is set to mature in 12 months , with an option to extend for an additional 12 months .

As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $ 500,000 and interest of $ 6,250 to be collected subsequently.

On April 23, 2026, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.

The principal amount of the loan is $ 9,000,000 .

This loan carries an annual interest rate of 5.0 % and is set to mature in 12 months , with an option to extend for an additional 12 months .

As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $ 9,000,000 and interest of $ 85,000 to be collected subsequently.

On April 27, 2026, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.

The principal amount of the loan is $ 5,000,000 .

This loan carries an annual interest rate of 5.0 % and is set to mature in 12 months , with an option to extend for an additional 12 months .

As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $ 5,000,000 and interest of $ 44,444 to be collected subsequently.

On May 14, 2026, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.

The principal amount of the loan is $ 4,000,000 .

This loan carries an annual interest rate of 5.0 % and is set to mature in 12 months , with an option to extend for an additional 12 months .

As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $ 4,000,000 and interest of $ 26,111 to be collected subsequently.

On May 21, 2026, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.

The principal amount of the loan is $ 4,000,000 .

This loan carries an annual interest rate of 5.0 % and is set to mature in 12 months , with an option to extend for an additional 12 months .

As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $ 4,000,000 and interest of $ 22,222 to be collected subsequently.

(2) On August 16, 2024, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $ 649,250 .

28 unchanged sentences

This loan accrues interest at an annual rate of 8.0 %, with a single lump - sum repayment due 12 months from the disbursement date.

Upon the original maturity of this loan, the Company and the borrower executed a loan extension agreement to renew this loan for an additional one-year term, effective as of June 13, 2026.

Under the renewed agreement, the outstanding principal balance of $ 169,750 continues to accrue interest at a reduced annual rate of 5 %, and will mature on June 12, 2027.

The accrued and unpaid interest receivable under the original loan agreement was excluded from the renewed principal amount.

As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $ 169,750 and interest of $ 14,169 to be collected subsequently.

1 unchanged sentence

This loan accrues interest at an annual rate of 8.0 %, with a single lump - sum repayment due 12 months from the disbursement date.

Upon the original maturity of this loan, the Company and the borrower executed a loan extension agreement to renew this loan for an additional one-year term, effective as of June 26, 2026.

Under the renewed agreement, the outstanding principal balance of $ 200,000 continues to accrue interest at a reduced annual rate of 5 %, and will mature on June 25, 2027.

The accrued and unpaid interest receivable under the original loan agreement was excluded from the renewed principal amount.

As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $ 200,000 and interest of $ 16,333 to be collected subsequently.

During three months ended March 31, 2026 and 2025, the Company evaluated the need for credit loss for loan receivable in accordance with the CECL model.

On May 11, 2026, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $ 1,000,000 .

This loan carries an annual interest rate of 5.0 % and is set to mature in 12 months , with an option to extend for an additional 12 months .

As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $ 1,000,000 and interest of $ 6,944 to be collected subsequently.

On May 21, 2026, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $ 600,000 .

This loan carries an annual interest rate of 5.0 % and is set to mature in 12 months , with an option to extend for an additional 12 months .

As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $ 600,000 and interest of $ 3,333 to be collected subsequently.

On June 26, 2026, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $ 1,410,000 .

This loan carries an annual interest rate of 5.0 % and is set to mature in 12 months , with an option to extend for an additional 12 months .

As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $ 1,410,000 and interest of $ 783 to be collected subsequently.

During the six months ended June 30, 2026 and 2025, the Company evaluated the need for credit loss for loan receivable in accordance with the CECL model.

In assessing the CECL, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical credit loss experience, adjusted for relevant factors impacting collectability and forward-looking information indicative of external market conditions.

During three months ended March 31, 2026 and 2025, the Company recorded interest income of $ 151,142 and $ 202,668 , respectively.

Interest income for the three and six months ended June 30, 2026 was $ 261,523 and $ 412,608 , respectively.

These amounts were accrued and recognized as interest receivable.

For the three and six months ended June 30, 2025, the Company recorded interest income of $ 272,228 and $ 474,896 from short-term loan receivables, respectively.

NOTE 4 — OTHER RECEIVABLES, NET

Other receivables consisted of the following:

March 31, 2026

June 30, 2026

December 31, 2025

3 unchanged sentences

For further details on the loan arrangements generating these interest receivables, refer to Note 3.

NOTE 5 — DEPOSIT ON LONG-TERM INVESTMENT

NOTE 5 — RECEIVABLE FROM WITHDRAWAL OF INVESTMENT DEPOSIT

On January 6, 2026, Naiside (Shenzhen) International Trading Co., Ltd.

(“Naiside”), a subsidiary of NexTrade International LLC, entered into a partnership agreement with Shanghai Kesheng Investment Management Co., Ltd., as general partner and executive partner of the partnership contemplated thereby, in connection with Naiside’s participation as a limited partner in an investment fund in the

Pursuant to the partnership agreement, Naiside subscribed for a 7.0 % limited partnership interest and, on January 29, 2026, Naiside made a capital contribution in the amount of US$ 40,131,287 to the fund in accordance with the partnership agreement.

The fund is intended to invest primarily in China-based companies engaged in logistics technology, compliance technology, and supply chain technology and services, particularly those that provide products or services to customers in the United States and European markets.

The fund will focus primarily on companies at venture capital stages, with each individual portfolio investment generally ranging from approximately US$ 0.7 million to US$ 7.0 million.

The partnership agreement provides that the fund shall pay the general partner an annual management fee equal to 2 % of the fund’s paid-in capital, and further provides that, following the exit of any portfolio investment and the fund’s receipt of the applicable proceeds, the fund shall distribute available proceeds to its limited partner, after deducting or reserving for applicable investment principal, the general partner’s entitlement to 30 % of the net profits from such exit, and any other amounts payable or required to be reserved under the partnership agreement.

The general partner is responsible for the execution of partnership affairs.

As a limited parter, the Company does not have the right to exercise significant influence over the Partnership.

In addition, there are no readily determinable fair values for the Partnership.

The management determined that it do not qualify for the existing practical expedient in Fair Value Measurements and Disclosures (“ASC 820”) and elected to account this investment under the measurement alternative upon the adoption of ASU 2016-01 (the “Measurement Alternative”).

Following the guidance of 2016-ASU 2026-01, our long-term investment at RMB 280 million, is accounted for under the cost method as the Company had no significant influence over the investee which had no readily determinable fair value.

No impairment is recorded for this deposit on long-term investment during the three months.

(“Naiside”), a wholly owned subsidiary of NexTrade International LLC (“NexTrade”), entered into a partnership agreement (the “Partnership Agreement”) with Shanghai Kesheng Investment Management Co., Ltd.

(“Shanghai Kesheng”), in its capacity as the general partner and executive partner of an investment fund in the PRC, pursuant to which Naiside participated in the fund as a limited partner.

Pursuant to the Partnership Agreement, Naiside subscribed for a 7.0 % limited partnership interest and, on January 29, 2026, made a capital contribution to the fund in the amount of RMB 280,000,000 (approximately US$ 41,110,573 ).

and European markets.

The fund will focus primarily on companies at the venture capital stage, with each individual portfolio investment generally ranging from approximately US$ 0.7 million to US$ 7.0 million.

The Partnership Agreement provides that the fund shall pay Shanghai Kesheng an annual management fee equal to 2 % of the fund’s paid-in capital.

It further provides that, following the exit of any portfolio investment and the fund’s receipt of the applicable proceeds, the fund shall distribute the available proceeds to its limited partners after deducting or reserving amounts for the applicable investment principal, Shanghai Kesheng’s entitlement to 30 % of the net profits from such exit, and any other amounts payable or required to be reserved under the Partnership Agreement.

Shanghai Kesheng is responsible for the execution of the fund’s affairs.

On June 30, 2026, Naiside and Shanghai Kesheng entered into an agreement to terminate the Partnership Agreement (the “Termination Agreement”).

Pursuant to the Termination Agreement, the parties agreed to immediately terminate the Partnership Agreement.

Shanghai Kesheng agreed to return the full amount of RMB 280,000,000 to Naiside as soon as practicable.

The parties further agreed that all rights and obligations arising under the Partnership Agreement, including their respective partnership rights, contribution obligations, and arrangements relating to the allocation of profits and losses, would terminate, and that neither party would pursue claims against the other arising from the performance of the Partnership Agreement, except with respect to the rights and obligations arising under the Termination Agreement.

On August 10, 2026, Naiside and Shanghai Kesheng entered into a first amendment to the Termination Agreement (the “First Amendment”) to establish the repayment arrangements, overdue interest, and liability for default.

Pursuant to the First Amendment, Shanghai Kesheng is required to repay the full RMB 280,000,000 to Naiside in a single lump-sum payment on or before December 30, 2026, without deduction of any handling fee, service fee, management fee, or other charge or expense.

Shanghai Kesheng’s repayment obligation will be deemed fully discharged only upon Naiside’s receipt of the full amount in immediately available funds in its designated bank account.

If the full amount is not repaid by December 30, 2026, the outstanding principal will accrue overdue interest commencing on December 31, 2026, at a rate of 5 % per annum, calculated on a simple-interest basis based on the actual number of days overdue.

Following the execution of the Termination Agreement, the Company’s economic interest in the fund no longer represented an deposit on investment in the fund but instead represented a receivable from Shanghai Kesheng for the unconditional return of Naiside’s capital contribution.

Accordingly, on June 30, 2026, the Company reclassified the balance from deposit on a long-term investment to a receivable measured at the U.S.

dollar equivalent of RMB 280,000,000 , translated at the spot exchange rate prevailing on June 30, 2026.

The receivable is a foreign-currency-denominated monetary asset, and unrealized foreign exchange gains and losses arising from translation at each reporting date are recognized in earnings pursuant to ASC 830.

Interest income is not accrued on the principal amount of the receivable prior to a default.

If the contractual repayment deadline of December 30, 2026 is not met, overdue interest at a rate of 5 % per annum will be recognized from December 31, 2026 through the date of settlement.

The receivable is assessed for credit losses under ASC 326 (CECL) based on the Company’s assessment of Shanghai Kesheng’s credit risk, including its obligation under Article 5 of the First Amendment to safeguard the funds pending repayment.

As of June 30, 2026, the Company had not recorded an allowance for credit losses.

The Company will continue to monitor the credit risk associated with this receivable, including any deterioration in Shanghai Kesheng’s financial condition or failure to comply with the safeguarding covenant, and will record an allowance as required.

NOTE 6 — DISCONTINUED OPERATIONS

10 unchanged sentences

During the year-end CECL reassessment, the Company evaluated expected credit losses based on historical loss trends, customer risk factors, and forward-looking economic conditions, and provided an additional credit loss provision of $ 475,366 in the fourth quarter of 2024, resulting in a total allowance for credit loss of $ 1.6 million for the year ended December 31, 2024.

During the three months ended March 31, 2025, the Company collected an additional $ 2.5 million of the outstanding balance.

The Company had zero account receivable balance after the above-mentioned credit loss of $ 1.6 million and the subsequent collection of additional $ 2.5 million outstanding balance.

Subsequently, the Company collected an additional $ 2.5 million of the outstanding balance.

On March 3, 2025, following the Board’s approved decision on discontinued operations, the Company had zero account receivable balance after the above-mentioned credit loss of $ 1.6 million and the subsequent collection of additional $ 2.5 million outstanding balance.

Cash Flows from discontinued operations

For the Three Months Ended

For the Six Months Ended

Cash flows from operating activities:

( 1,266,437 )

Loss from discontinued operations, net of tax

Loss from continuing operations

( 1,266,437 )

Cash used in operations-continuing operations

( 1,206,833 )

Cash provided by operations-discontinued operations

12 unchanged sentences

Estimated Useful Life

March 31, 2026

June 30, 2026

December 31, 2025

3 unchanged sentences

Property, plant, and equipment, net

During the three months ended March 31, 2026 and 2025, the Company recorded deprecation of $ 9,882 , and $ 9,882 , respectively.

There was no impairment loss during the three months ended March 31, 2026 and 2025.

During the six months ended June 30, 2026 and 2025, the Company recorded deprecation of $ 16,507 and $ 19,764 , respectively.

There was no impairment loss during the six months ended June 30, 2026 and 2025.

*Leasehold improvements were related to Edward’s full steel manual gates, yard fence, and office roof upgrade.

27 unchanged sentences

Both operating lease expenses and short-term lease expenses are recognized in general and administrative expenses.

The components of lease expenses for the three months ended March 31, 2026 and 2025 were as follows:

The components of lease expenses for the six months ended June 30, 2026 and 2025 were as follows:

For the Three Months Ended

Leases expenses

For the Six Months Ended

Lease expenses

Operating lease expenses

Short-term lease expenses

Total leases expenses

March 31, 2026

Total lease expenses

During the three and six months ended June 30, 2026, the Company incurred total operating lease expenses of $ 114,624 and $ 272,849 , respectively.

The total lease expenses were $ 132,123 and $ 311,972 for the three and six months ended June 30, 2026, respectively.

During the three and six months ended June 30, 2025, the Company incurred total operating lease expenses of $ 177,763 and $ 355,526 , respectively.

The total lease expenses were $ 208,129 and $ 416,258 for the three and six months ended June 30, 2025, respectively.

June 30, 2026

December 31, 2025

3 unchanged sentences

Total operating lease liabilities

The weighted average remaining lease terms and discount rates for all operating leases were as follows as of March 31, 2026 and 2025:

March 31, 2026

March 31, 2025

The weighted average remaining lease terms and discount rates for all operating leases were as follows for the six months ended June 30, 2026 and 2025:

June 30, 2026

June 30, 2025

Remaining lease term and discount rate:

2 unchanged sentences

* The Company used weighted average incremental borrowing rate of 4.1 % per annum for its lease contracts based on the Company’s current borrowings from various financial institutions.

During three months ended March 31, 2026 and 2025, the Company incurred total operating lease expenses of $ 158,225 and $ 177,763 , respectively.

The total lease expenses were $ 179,849 and $ 208,129 for the year ended March 31, 2026 and 2025.

As of March 31, 2026, future maturities of lease liabilities were as follows:

As of June 30, 2026, future maturities of lease liabilities were as follows:

Total lease payments

1 unchanged sentence

Present value of lease liabilities

NOTE 9 — Intangible Asset and Goodwill

NOTE 9 — INTANGIBLE ASSET, CONTINGENT CONSIDERATION ASSET AND GOODWILL

1) Acquisition of Edward

29 unchanged sentences

The fair values of intangible assets, including $ 120,000 of developed technology, $ 360,000 of customer relationships, and $ 36,000 of trade names, were determined using assumptions that are representative of those market participants would use in estimating fair value.

On April 1, 2026, the Company completed the disposition of Edward, a wholly owned subsidiary of the Company, pursuant to the Stock Purchase Agreement dated March 25, 2026.

Upon completion of the disposition, the Company derecognized the assets and liabilities associated with Edward, including the remaining carrying amounts of the related intangible assets.

2) Acquisition of TWEW

On November 27, 2024, Cheetah Net entered into a Stock Purchase Agreement to acquire 100 % of TWEW.

On November 27, 2024, the Company entered into a Stock Purchase Agreement to acquire 100 % of the equity interests in TWEW.

The transaction closed on December 19, 2024.

The gross purchase price was $ 1 million.

Consideration paid consisted of $ 0.2 million of cash and the issuance of 2,348 shares of the Company’s Class A common stock with a fair value of $ 0.8 million.

The gross purchase price was $ 1 million, which consisted of $ 0.2 million of cash and the issuance of 2,348 shares of the Company’s Class A common stock with a fair value of $ 0.8 million.

Following ASC 805, it was determined that the fair value of the stock consideration was $ 1 million at the time of the transaction, reflecting a comprehensive evaluation of the stock’s market conditions and liquidity impacted by lock-up period restrictions.

6 unchanged sentences

Total Purchase Consideration

The fair value of the accounts receivable, other current assets, and short-term loan payable assumed approximates their gross contractual amounts.

The customer relationship intangibles of $ 600,000 were valued by discounting estimated after-tax earnings over their remaining useful lives using the multi-period excess earnings method, that are representative of those a market participant would use in estimating fair value.

3) Acquisition of Super International

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

individual, pursuant to which the Company agreed to acquire from the Transferor 100 % of the issued and outstanding shares of Super International, a limited liability company incorporated under the laws of Hong Kong and primarily engaged in the trading of large-scale industrial equipment (the “Super Transaction”).

Acquired assets acquired and (liabilities):

Accounts Receivable

Contingent Consideration Asset

Accounts Payable

Total Purchase Consideration

In the May 27, 2026 acquisition of Super International Trading Limited, the Company holds a contractual right to receive cash compensation from the Seller under the Performance Commitment (“PCP”) if the Target’s revenue falls below the contractual threshold in any of the three annual periods following the closing date.

The Company is the recipient under this arrangement, and the right is recognized as a contingent consideration asset.

The contingent consideration asset is measured initially at its acquisition-date fair value of $ 2,783,884 .

The fair value is determined using a Level 3 measurement within the fair value hierarchy.

Key unobservable inputs include projected cash flows of the acquired business over the contingency period, the contractual cap of $4,980,000 (cumulative across the three PCP periods), the probability-weighted distribution of revenue outcomes, and a discount rate that incorporates both the time value of money and counterparty credit risk.

Because the counterparty to the PCP is an individual (the Seller), the credit-risk component of the discount rate reflects the Company’s assessment of the risk of recovery.

The Company remeasures the contingent consideration asset to fair value at each subsequent reporting period, with changes in fair value recognized in earnings in the period of change (ASC 805-30-35-1).

No change in fair value has been recognized during the three or six months ended June 30, 2026, as the measurement assumptions have not changed materially since the acquisition date.

The Company will continue to monitor the credit risk associated with this receivable each reporting period.

The acquisition-date fair value of the contingent consideration asset has been finalized at $ 2,783,884 on May 27, 2026.

The amount is therefore no longer provisional as of June 30, 2026.

The one-year measurement period under ASC 805-10-25-13 (which expires May 27, 2027) remains open for retrospective adjustments to other provisional items in the business combination, including working capital and any refinements to the fair value of identifiable tangible assets acquired.

Any such adjustments will be recorded with a corresponding adjustment to goodwill (ASC 805-10-25-17).

The Company recorded amortization of intangible assets with finite lives are computed using the straight-line method over the estimated useful lives as below:

5 unchanged sentences

TWEW-Customer Relationships

During the three months ended March 31, 2026 and 2025, the Company incurred accumulated amortization expenses of $ 23,511 and $ 28,071 , respectively.

During the six months ended June 30, 2026 and 2025, the Company incurred accumulated amortization expenses of $ 38,511 and $ 56,144 , respectively.

On April 1, 2026, the Company completed the disposition of Edward, a wholly owned subsidiary of the Company, pursuant to the Stock Purchase Agreement dated March 25, 2026.

Upon completion of the disposition, the Company derecognized the assets and liabilities associated with Edward, including the remaining carrying amounts of the related intangible assets.

Total future amortization expenses for finite-lived intangible assets were estimated as follows:

2026 (from July 1, 2026 to December 31, 2026)

NOTE 10 — PREMIUM FINANCE

9 unchanged sentences

Premium finance

Interest expenses incurred related to the Premium Finance Agreement were $ 1,177 and $ 2,142 for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026 and 2025, the balance of premium finance was $ 33,353 and $ 82,650 , respectively.

NOTE 11 — LONG-TERM BORROWINGS

Interest expenses incurred related to the Premium Finance Agreement were $ 1,473 and $ 3,004 for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026 and 2025, the balance of premium finance was $ nil and $ 82,650 , respectively.

NOTE 11 — LONGTERM BORROWINGS

Long-term borrowings consisted of the following:

14 unchanged sentences

Beginning from March 2022, 24 months from the date of the original loan agreement, the Company is required to make a new monthly installment payment of $ 2,485 within the remaining term of loan, with the last installment to be paid in May 2050.

The future maturities of the SBA loan as of March 31, 2026 were as follows:

The future maturities of the SBA loan as of June 30, 2026 were as follows:

Future repayment

2026 (from July 1, 2026 to December 31, 2026)

On May 15, 2020, the Company entered into a loan agreement with Thread Capital Inc.

5 unchanged sentences

Beginning from December 1, 2022, the loan bears a fixed annual interest rate of 5.5 %, and the Company is required to make a monthly installment payment of $ 2,721 within the remaining term of loan, with the last installment to be paid in May 2031.

The future maturities of the loan from Thread Capital as of March 31, 2026 were as follows:

The future maturities of the loan from Thread Capital as of June 30, 2026 were as follows:

Future repayment

For the above-mentioned long-term borrowings, the Company recorded interest expenses of $ 6,278 and $ 9,279 for the three months ended March 31, 2026 and 2025, respectively.

2026 (from July 1, 2026 to December 31, 2026)

For the above-mentioned long-term borrowings, the Company recorded interest expenses of $ 12,533 and $ 13,406 for the six months ended June 30, 2026 and 2025, respectively.

NOTE 12 — STOCK BASED COMPENSATION

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The Award vested immediately upon grant.

On September 30, 2025, the compensation committee of the Company’s board of directors approved the grant of 219 shares of Class A common stock (the “Award”) to Mr.

On September 30, 2025, the compensation committee of the Company’s board of directors approved the grant of 219 shares of Class A common stock (the “Jianhui Award”) to Mr.

Jianhui Li, strategic consultant of the Company.

The Award vested immediately upon grant.

On September 19, 2025, the compensation committee of the Company’s board of directors approved the grant of 720 shares of Class B common stock (the “Award”) to Mr.

The Jianhui Award vested immediately upon grant.

On September 19, 2025, the compensation committee of the Company’s board of directors approved the grant of 720 shares of Class B common stock (the “Huan 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.

The Huan Award was vested immediately upon grant.

Average Grant

2 unchanged sentences

Shares as of December 31, 2025

Shares outstanding as of March 31, 2026

Shares outstanding as of June 30, 2026

Nonvested shares

3 unchanged sentences

On September 30, 2025, a total of 60 shares were vested.

A summary of the nonvested shares for the three months ended March 31, 2026 is as follows:

A summary of the nonvested shares for the six months ended June 30, 2026 is as follows:

Average Grant

2 unchanged sentences

Outstanding as of December 31, 2025

Outstanding as of March 31, 2026

The fair value of vested and nonvested shares is determined by the market closing price of Class A common stock at the grant date.

Accordingly, the Company recorded share-based compensation expenses of $ 14,182 and $ 16,185 for three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, total unrecognized compensation cost relating to nonvested shares was $ 93,198 , which is to be recognized over a weighted average period of two years .

Outstanding as of June 30, 2026

The fair value of vested and non-vested shares is determined by the market closing price of Class A common stock at the grant date.

Accordingly, the Company recorded share-based compensation expenses of $ 14,182 and $ 28,364 for the three and six months ended June 30, 2026, respectively.

As of June 30, 2026, total unrecognized compensation cost relating to nonvested shares was $ 93,198 , which is to be recognized over a weighted average period of two years .

NOTE 13 — RELATED PARTY TRANSACTIONS

Nature of relationship with related parties

Relationship with Our Company

Legal representative of Nextrade

Due to a related party

The details of due to a related party are as below:

Due to a related party

Total due to a related party

NOTE 14 — INCOME TAXES

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The Company elected to file income taxes as a corporation instead of an LLC for the tax years ended December 31, 2020 through December 31, 2024.

(Loss) before Income tax expense (benefit)

For the Three Months Ended

Loss before Income tax expense

For the Six Months Ended

Loss from continuing operations before income taxes

( 1,248,095 )

The components of the income tax provision were as follows:

For the Three Months Ended

For the Six Months Ended

Total current income tax provision

Total deferred income tax expenses (benefits)

Total deferred income tax expenses

Adjustments related to prior year income taxes

Total income tax benefits

Total income tax provision

The consolidated statement of operations reflects income tax expense of approximately $ 5,610 for the six months ended June 30, 2026, which primarily consists of $ 4,400 of income tax expense recorded during the first quarter of 2026 and approximately $ 2,000 of tax payments related to prior periods and acquisition-related tax filings upon the filing of 2025 tax returns in April 2026, partially offset by an income tax benefit of approximately $ 790 recorded during the second quarter of 2026.

Payments made to settle previously recorded tax liabilities do not impact the Company’s estimated annual effective tax rate for 2026.

The consolidated statement of operations reflects income tax expense of approximately $ 18,342 for the six months ended June 30, 2025, which includes tax provision of $ 5,200 during the second quarter of 2025, 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 Cheetah 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.

Reconciliations of the statutory income tax rate to the effective income tax rate were as follows:

For the Three Months Ended

For the Six Months Ended

Federal income tax at the statutory rate

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Change in valuation allowance

NOL Adjustment

Effective tax rate

2 unchanged sentences

Net operating loss carry forwards

Tax attribute carryovers

Lease liability

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Intangible assets

Unrealized gains on foreign exchange

Right of use assets

2 unchanged sentences

The Company assesses deferred tax assets to determine whether they are realizable.

As of March 31, 2026, the Company recorded a full valuation allowance against deferred tax assets, as it has generated a three -year cumulative pretax book loss and is forecasting a loss for 2026.

As of June 30, 2026 and December 31, 2025, the Company recorded a full valuation allowance against deferred tax assets, as it has generated a three -year cumulative pretax book loss and is forecasting a loss for 2026.

Based on this evidence, realization of deferred tax assets is not considered more-likely-than-not at this time.

The Company records uncertain tax positions in accordance with ASC 740, using a two-step process to determine whether tax positions will be sustained.

The Company has concluded that there are no uncertain tax positions requiring recognition as of March 31, 2026 and 2025.

The Company has concluded that there are no uncertain tax positions requiring recognition as of June 30, 2026 and 2025.

The Company was not previously subject to the interest expenses limitation under §163(j) of the U.S.

12 unchanged sentences

Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations, including its organization and structure disclosed in Note 1, such experience may not be indicative of future results.

As of March 31, 2026 and 2025, all of the Company’s cash was on deposit at financial institutions in the U.S., which are insured by the Federal Deposit Insurance Corporation subject to certain limitations.

As of June 30, 2026 and 2025, all of the Company’s cash was on deposit at financial institutions in the U.S., which are insured by the Federal Deposit Insurance Corporation subject to certain limitations.

The Company has not experienced any losses in such accounts.

The Company also closely monitors the collectability of its loan receivable, and no allowance for credit losses was recorded as of December 31, 2025 based on management’s assessment under ASC 326.

The Company also closely monitors the collectability of its loan receivable, and no allowance for credit losses was recorded as of December 31, 2025 and June 30, 2026 based on management’s assessment under ASC 326.

Concentrations

1 unchanged sentence

As of the date of this report, the Company’s logistics and warehousing business is still in its early development stage.

The Company has expanded into the construction machinery trading sector through its acquisition of Super International, which closed on May 27, 2026 (see also NOTE 9— Intangible Asset and Goodwill).

As of the date of this report, Super International’s construction machinery trading operations are in their early growth stage, complementing the Company’s existing logistics and warehousing platform.

NOTE 16 — STOCKHOLDERS’ EQUITY

Cheetah Net was established under the laws of the State of North Carolina on August 9, 2016 and was subsequently converted to the State of Delaware.

Under the Company’s amended and restated articles of incorporation on March 24, 2026, the total authorized number of shares of common stock is 2,200,000,000 with par value of $ 0.0001 , which consists of 2,000,000,000 shares of Class A common stock and 200,000,000 shares of Class B common stock.

The Company also has the authority to issue 500,000 shares of preferred stock as deemed necessary with a par value per share equal to the par value per share of the Class A common stock.

The Company was incorporated under the laws of the State of North Carolina on August 9, 2016 and was subsequently converted into a Delaware corporation.

Pursuant to the Company’s Certificate of Incorporation, as amended, the total authorized number of shares of common stock, par value $ 0.0001 per share (the “Common Stock”), is 2,200,000,000 , consisting of 2,000,000,000 shares of Class A Common Stock and 200,000,000 shares of Class B Common Stock.

The Company is also authorized to issue 500,000 shares of preferred stock, par value $ 0.0001 per share.

Holders of Class A Common Stock and Class B Common Stock have the same rights, except for voting and conversion rights.

2 unchanged sentences

Class A Common Stock is not convertible into shares of any other class.

The numbers of authorized and outstanding common stock were retroactively applied as if the transaction occurred at the beginning of the period presented.

On March 23, 2026, the Company’s board of directors approved a reverse stock split of the Common Stock at a ratio of 1 -for-200 (the “Reverse Stock Split”).

To implement the Reverse Stock Split, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware on March 24, 2026.

The Reverse Stock Split became effective at 8:00 a.m., Eastern Time, on April 20, 2026.

At the effective time, 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, and 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.

The Company’s Class A Common Stock began trading on a split-adjusted basis on April 29, 2026.

All share and per-share amounts presented herein have been retrospectively adjusted to reflect the Reverse Stock Split, unless otherwise indicated.

On June 27, 2022, the Company entered into a subscription agreement with a group of investors (the “Investors”), whereby the Company agreed to sell, and the Investors agreed to purchase, up to 521 shares of Class A Common Stock at a purchase price of $ 5,760 per share.

4 unchanged sentences

On March 13, 2024, considering the impact of market volatility and the long-term benefits of continued cooperation, Rapid requested and the Company agreed to extend the payment due date of the outstanding $ 0.6 million to September 30, 2024.

As of September 30, 2024, the outstanding balance of subscription payments had been collected.

On August 3, 2023, the Company closed its IPO of 391 shares of Class A common stock at a public offering price of $ 12,800.00 per share, for aggregate gross proceeds of $ 5.0 million before deducting underwriting discounts and other offering expenses, including the issuance to the underwriter of warrants to purchase 20 shares of common stock (the “Warrants”), with an exercise price of $ 16,000.00 per share.

As of September 30, 2024, the outstanding balance of the subscription payments had been collected.

On August 3, 2023, the Company closed its IPO of 391 shares of Class A Common Stock at a public offering price of $ 12,800.00 per share, for aggregate gross proceeds of $ 5.0 million before deducting underwriting discounts and other offering expenses, including the issuance to the underwriter of warrants to purchase 20 shares of Class A Common Stock (the “Warrants”), with an exercise price of $ 16,000.00 per share.

The Company’s Class A Common Stock began trading on the Nasdaq Capital Market under the ticker symbol “CTNT” on August 1, 2023.

On January 24, 2024, the Company entered into a stock purchase agreement with Edward and Juguang Zhang, Edward’s sole stockholder (the “Seller”).

Pursuant to the Agreement, the Company agreed to acquire 100 % of the shares in Edward from the Seller (the “Acquisition”).

Pursuant to the stock purchase agreement, the Company agreed to acquire 100 % of the shares of Edward from the Seller (the “Acquisition”).

On February 2, 2024, the Company closed the Acquisition for a total purchase price that included a cash payment of $ 300,000 and the issuance of 398 shares of the Company’s unregistered Class A Common Stock, initially valued at $ 1,200,000 .

Subsequent valuation determined the fair value of these shares to be $ 9 million.

A subsequent valuation determined the fair value of these shares to be $ 0.9 million.

Please see Note 9 for further details.

On May 14, 2024, the Company entered into a placement agency agreement with AC Sunshine Securities LLC on a best efforts basis, relating to the Company’s public offering (the “May Offering”) of 4,129 shares of Class A common stock for a price of $ 1,984.00 per share, less certain placement agent fees.

On May 14, 2024, the Company entered into a placement agency agreement with AC Sunshine Securities LLC on a best-efforts basis relating to the Company’s public offering (the “May Offering”) of 4,129 shares of Class A Common Stock at a price of $ 1,984.00 per share, less certain placement agent fees.

On the same day, the Company entered into a securities purchase agreement with purchasers identified therein.

1 unchanged sentence

333-276300), which was initially filed with the SEC on December 28, 2023 and declared effective by the SEC on April 26, 2024, and a registration statement on Form S-1 (File No.

333-279388) filed on May 13, 2024, pursuant to Rule 462(b) of the Securities Act of 1933, as amended.

333-279388) filed on May 13, 2024 pursuant to Rule 462(b) under the Securities Act of 1933, as amended.

The May Offering resulted in gross proceeds to the Company of approximately $ 8.19 million, before deducting placement agent fees and other offering expenses and fees.

On July 25, 2024, the Company entered into a securities purchase agreement with certain institutional investors for a follow-on offering of 2,025 shares of its Class A Common Stock, par value $ 0.0001 per share, at a price of $ 736.00 per share.

On the same day, the Company entered into a placement agency with FT Global Capital, Inc., who acted as the exclusive placement agent on a best efforts basis in connection with such offering.

On the same day, the Company entered into a placement agency agreement with FT Global Capital, Inc., which acted as the exclusive placement agent on a best-efforts basis in connection with such offering.

Pursuant to the placement agency agreement, the Company paid FT Global Capital, Inc.

a fee of 7.25 % of the aggregate purchase price for the shares of Class A common stock sold in the offering, and reimbursed FT Global Capital, Inc.

a fee equal to 7.25 % of the aggregate purchase price for the shares of Class A Common Stock sold in the offering and reimbursed FT Global Capital, Inc.

for its expenses up to $ 90,000 in the aggregate.

On July 26, 2024, the Company closed the offering, with net proceeds to the Company of approximately $ 1.1 million for the Company’s working capital and general corporate purposes.

On November 27, 2024, the Company entered into a stock purchase agreement with TWEW and its stockholders (the “TWEW Seller”).

Pursuant to the Agreement, the Company agreed to acquire 100 % of the shares in TWEW from the TWEW Seller (the “TWEW Acquisition”) for a total purchase price that included a cash payment of $ 200,000 and the issuance of 2,348 shares of the Company’s unregistered Class A Common Stock, valued at $ 800,000 .

On July 26, 2024, the Company closed the offering, with net proceeds to the Company of approximately $ 1.1 million, which were intended to be used for working capital and general corporate purposes.

On November 27, 2024, the Company entered into a stock purchase agreement with TWEW and its stockholders (the “TWEW Sellers”).

Pursuant to the stock purchase agreement, the Company agreed to acquire 100 % of the shares of TWEW from the TWEW Sellers (the “TWEW Acquisition”) for a total purchase price that included a cash payment of $ 200,000 and the issuance of 2,348 shares of the Company’s unregistered Class A Common Stock, valued at $ 800,000 .

On December 19, 2024, the Company closed the TWEW Acquisition and issued 2,348 shares of its Class A Common Stock accordingly.

On January 27, 2026, the Company entered into certain stock purchase agreements with certain investors, pursuant to which the Company agreed to sell, and the Purchasers agreed to purchase, severally and not jointly, an aggregate of 167,250 shares of the Company’s Class A Common Stock, par value $ 0.0001 per share, of the Company in an aggregate amount of $ 40.14 million.

As of March 31, 2026, there were 180,890 shares of Class A Common Stock and 3,456 shares of Class B Common Stock issued and outstanding.

On February 12, 2026, the Company closed the previously disclosed private placement pursuant to certain stock purchase agreements dated January 27, 2026 with certain investors (the “Purchasers”) and issued an aggregate of 167,250 shares of Class A Common Stock, after giving retroactive effect to the Reverse Stock Split, for aggregate gross proceeds of $ 40.14 million.

The shares issued in such offering were not subject to the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation S promulgated thereunder.

The Purchasers represented that they were not residents of the United States and were not “U.S.

persons” as defined in Rule 902(k) of Regulation S under the Securities Act and did not acquire the shares for the account or benefit of any U.S.

On March 31, 2026, the Company entered into a Sales Agreement (the “ACS Sales Agreement”) with AC Sunshine Securities LLC (the “Sales Agent”), acting as the Company’s sales agent, pursuant to which the Company could offer and sell, from time to time, to or through the Sales Agent shares of its Class A Common Stock having an aggregate offering price of up to $ 100,000,000 through an “at-the-market” offering program (the “ATM Offering”).

Of such amount, up to $ 70,000,000 of shares of Class A Common Stock could be offered and sold pursuant to a prospectus supplement filed with the SEC on April 2, 2026 under the Company’s registration statement on Form S-3 (Registration No.

333-281820), which was declared effective by the SEC on September 6, 2024.

On June 26, 2026, the Company and the Sales Agent entered into a Mutual Termination Agreement, pursuant to which the parties mutually agreed to terminate the ACS Sales Agreement, effective as of the close of business on June 26, 2026.

Prior to the effectiveness of the Reverse Stock Split, the Company sold an aggregate of 355,000,000 shares of Class A Common Stock pursuant to the Sales Agreement, representing 1,775,000 shares of Class A Common Stock as adjusted to give effect to the Reverse Stock Split.

From April 29, 2026 through June 18, 2026, following the Reverse Stock Split, the Company sold an aggregate of 1,000,000 shares of Class A Common Stock pursuant to the Sales Agreement.

Accordingly, prior to the termination of the Sales Agreement, the Company sold an aggregate of 2,775,000 shares of Class A Common Stock pursuant to the Sales Agreement, after giving effect to the Reverse Stock Split.

The ATM Offering resulted in net proceeds to the Company of approximately $ 30.9 million, after deducting placement agent fees and other offering expenses and fees.

Approximately $ 3.5 million of the net proceeds was used to acquire Super International.

On June 15, 2026, the Company entered into a Securities Purchase Agreement with Huan Liu, the Company’s Chief Executive Officer, Interim Chief Financial Officer, director and Chairman of the Board of Directors (the “PIPE Purchaser”), pursuant to which the Company issued and sold to the PIPE Purchaser 200,000 shares of the Company’s Class B Common Stock, par value $ 0.0001 per share, at a purchase price of $ 2.00 per share, for aggregate gross proceeds to the Company of $ 400,000 .

The shares were issued and sold in an offshore transaction in reliance on Regulation S under the Securities Act.

As of June 30, 2026, there were 2,955,935 shares of Class A Common Stock and 203,456 shares of Class B Common Stock issued and outstanding.

Reverse Stock Split

Subsequently, on October 7, 2024, the Company’s board of directors approved the Reverse Stock Split and filed its Fourth Amended and Restated Articles of Incorporation with the State of North Carolina pursuant to North Carolina Revised Statutes 55-8-21 on October 8, 2024.

At a special stockholders’ meeting held on September 30, 2024, the Company’s stockholders approved the Company’s Fourth Amended and Restated Articles of Incorporation to authorize a reverse stock split of the issued and outstanding shares of the Company’s Common Stock at a ratio ranging from 1 -for-10 to 1 -for-30, as determined by the Company’s board of directors.

Subsequently, on October 7, 2024, the Company’s board of directors approved a reverse stock split of the Company’s Common Stock at a ratio of 1 -for-16 (the “2024 Reverse Stock Split”).

To implement the 2024 Reverse Stock Split, the Company filed its Fourth Amended and Restated Articles of Incorporation with the Secretary of State of North Carolina on October 8, 2024.

The 2024 Reverse Stock Split took effect on October 21, 2024.

Starting on October 24, 2024, the Company’s Class A Common Stock began trading on the Nasdaq Capital Market on a post-split basis.

All share information included on this quarterly report has been retrospectively adjusted to reflect the Reverse Stock Split as if it had occurred as of the earliest period presented.

On March 23, 2026, the Company’s board of directors approved a reverse stock split of the Company’s Common Stock at a ratio of 1 -for-200.

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

At the effective time, every 16 shares of the Company’s Common Stock outstanding were automatically combined into one new share of Common Stock.

The Company’s Class A Common Stock began trading on the Nasdaq Capital Market on a split-adjusted basis on October 24, 2024.

On March 23, 2026, the Company’s board of directors approved a reverse stock split of the Company’s Common Stock at a ratio of 1 -for-200 (the “2026 Reverse Stock Split”).

To implement the 2026 Reverse Stock Split, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware on March 24, 2026.

The 2026 Reverse Stock Split became effective at 8:00 a.m., Eastern Time, on April 20, 2026.

Following such reverse stock split, every 200 shares of the Company’s Common Stock outstanding were automatically combined into one new share of Common Stock.

At the effective time, every 200 shares of the Company’s Common Stock outstanding were automatically combined into one new share of Common Stock.

No fractional shares were issued in connection with the 2026 Reverse Stock Split;

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The Company’s Class A Common Stock began trading on a split-adjusted basis on April 29, 2026, at which time the Class A Common Stock was assigned a new CUSIP number, 16307X301.

All share information included in this quarterly report on Form 10-Q has been retrospectively adjusted to reflect the Reverse Stock Split as if it had occurred as of the earliest period presented.

The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement.

The Warrants are equity-classified as a result of being indexed to the Company’s Class A common stock and meeting certain equity classification criteria, and the instruments will not be remeasured in subsequent periods as long as the instruments continue to meet these accounting criteria.

The fair value of the Warrants was recorded to additional paid-in capital within stockholders’ equity.

terminated as

Title of Warrant

Equity-classified warrants

August 2023 – underwriter warrants

Termination of Warrants

On March 4, 2024, the Company and Maxim Group LLC signed an agreement to terminate 20 outstanding warrants that had previously been granted to Maxim Group LLC.

On March 27, 2024, the Company completed the payment of termination fees totaling $ 78,125 , which was recorded as an offset to additional paid in capital within stockholders’ equity.

There were no warrant shares remaining as of March 31, 2026.

All share and per-share information included in this Quarterly Report on Form 10-Q has been retrospectively adjusted to reflect the 2024 Reverse Stock Split and the 2026 Reverse Stock Split as if each had occurred as of the earliest period presented.

NOTE 17 — SEGMENT REPORTING

The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CEO”), who reviews financial information of operating segments based on U.S.

GAAP amounts when making decisions about allocating resources and assessing performance of the Company.

The Company determined that it operated in one operating segment of logistics and warehousing services, including the freight forwarding services provided by Edward and the general labor and logistics services provided by TWEW.

The Company primarily operates in the U.S.

and substantially all of the Company’s long-lived assets are located in the U.S.

For the Three Months Ended

The Company accounts for segment reporting in accordance with ASC 280, Segment Reporting.

ASC 280 requires public companies to report financial and descriptive information about their reportable operating segments using the “management approach,” which is based on the internal financial information that the Company’s chief operating decision maker (“CODM”) regularly uses to allocate resources and assess segment performance.

The Company’s CODM is its Chief Executive Officer.

During the six months ended June 30, 2026, the Company completed the acquisition of Super International and optimized its internal management reporting framework.

In connection with the expansion of the Company’s business entity structure, the Company reassessed its segment presentation and corrected its historical segment classification methodology.

Historically, certain corporate overhead expenses related to public company governance, executive management and centralized administrative functions were incorrectly included within the Logistics and Warehousing Services segment.

Such corporate-level costs are not attributable to any individual operating business and are not evaluated by the CODM when measuring segment operating performance or allocating segment resources.

Accordingly, the Company has revised its segment presentation to separate all corporate unallocated expenses from operating segment results, and has retrospectively restated all prior period segment data to conform to the current period presentation.

The revised presentation aligns fully with the CODM’s internal performance evaluation process and complies with the management approach under ASC 280.

The Company has two reportable operating segments:

Logistics and Warehousing, and International Trading.

Description of Reportable Segments

Logistics and Warehousing

This segment provides general labor staffing, on-site workforce support and logistics coordination services primarily through the Company’s subsidiary, TW & EW Services Inc.

Prior to its disposition on April 1, 2026, this segment also included the freight forwarding and warehousing operations of Edward.

International Trading

This newly established segment commenced operations following the Company’s acquisition of Super International on May 27, 2026.

The segment engages in the procurement and global resale of construction machinery and equipment, serving international end customers and equipment distributors.

Corporate Unallocated Items

Corporate unallocated items consist of centralized corporate costs that support the overall organization but do not relate to the core operating activities of either reportable segment.

These items include executive leadership compensation, public company compliance and SEC reporting costs, corporate legal and audit fees, company-wide share-based compensation, global office overhead and other general administrative expenses.

In addition, interest income, interest expense, gains or losses on asset dispositions and other non-operating items are maintained at the corporate level and not allocated to operating segments, as such items are not used by the CODM to evaluate segment profitability.

The accounting policies applied to each reportable segment are consistent with the consolidated U.S.

GAAP accounting policies of the Company.

The CODM evaluates segment performance based solely on segment operating income or loss, which excludes all corporate unallocated costs and non-operating items.

Segment operating results

The following tables present operating results for the Company’s reportable segments for the three and six months ended June 30, 2026 and 2025.

Segment amounts reflect only direct, segment-specific revenues and operating expenses attributable to each respective business.

Three Months Ended June 30,

Logistics And Labor

International

Cost of revenues

Impairment loss expenses

Gross profit (loss)

Operating expenses

Segment operating loss

Six Months Ended June 30,

Logistics And Labor

International

Cost of revenues

Gross profit (loss)

Operating expenses

Segment operating loss

Reconciliation of Segment Operating Loss to Consolidated Loss Before Income Taxes

Total reportable segment operating results are reconciled to the Company’s consolidated loss from continuing operations before income taxes below, with all corporate unallocated operating costs and non-operating adjustments presented as reconciling items in accordance with ASC 280‑10‑50‑30.

Three Months Ended

Six Months Ended

Total segment operating loss

Corporate unallocated operating adjustments

Corporate general and administrative expenses

( 1,480,346 )

( 1,559,754 )

Share-based compensation expenses

Lease expense

Depreciation and amortization expenses

Interest expenses

Income tax expenses (credit)

Other segment items*

Segment net loss

Consolidated loss

Consolidated total assets

Other segment items include remaining general and administration expenses, and other income.

Total corporate operating expenses

( 1,508,710 )

( 1,586,383 )

Non-operating adjustments

Interest income

Interest expense

Loss on disposal of Edward

Other income, net

Total non-operating income (expense), net

Loss from continuing operations before income taxes

( 1,248,095 )

Segment Assets

The CODM only reviews operating assets directly attributable to each reportable segment for performance evaluation and resource allocation purposes.

Corporate-managed financial assets, centralized cash holdings, loan receivables, investment receivables and other shared corporate assets are not allocated to operating segments.

The following table reconciles segment operating assets to consolidated total assets.

June 30, 2026

December 31, 2025

Logistics and Labor Services segment assets

International Trading segment assets

Total segment operating assets

Corporate unallocated assets

Cash and cash equivalents

Loan receivable

Receivable from withdrawal of investment deposit

Other corporate current assets

Total corporate unallocated assets

Total consolidated assets

Segment operating assets primarily include segment-specific accounts receivable, property and equipment, operating lease right-of-use assets, intangible assets and goodwill attributable to each reportable segment.

Geographic Information

Revenues are disaggregated by geographic region based on the customer’s primary location.

Long-lived assets of the Company are substantially all located within the United States.

Three Months Ended

Six Months Ended

domestic market

Overseas market

Total revenue

Major Customers

For the three months ended June 30, 2026, certain customers of the Company’s international trading segment accounted for substantially all of the segment’s revenues and the Company’s consolidated total revenues.

These customers accounted for approximately 100 % of the Company’s consolidated total revenues for the three months ended June 30, 2026, substantially exceeding the ten percent threshold for major customer disclosure under ASC 280-10-50-22.

For the six months ended June 30, 2026, these customers accounted for approximately 90 % of the Company’s consolidated total revenues.

This concentration also exceeded the ten percent threshold.

For the three and six months ended June 30, 2025, no individual customer accounted for ten percent or more of the Company’s consolidated total revenues.

NOTE 18 — SUBSEQUENT EVENTS

On April 1, 2026, the Company entered into an unsecured short-term loan agreement in the principal amount of $ 500,000 .

On July 2, 2026, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $ 700,000 .

The loan bears interest at an annual rate of 5.0 %.

The loan has a 12 -month term and matures on March 31, 2027, with an option to extend for an additional 12 months .

The loan has a 12-month term and matures on July 1, 2027, with an option to extend for an additional 12 months .

All outstanding principal and accrued interest are due in a single lump sum.

On April 1, 2026, the Company completed the disposition of Edward Transit Express Group, Inc., a wholly owned subsidiary of the Company, pursuant to the Stock Purchase Agreement dated March 25, 2026.

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

individual, pursuant to which the Company agreed to acquire from the Transferor 100 % of the issued and outstanding shares of Super International Trading Limited, a limited liability company incorporated under the laws of Hong Kong and primarily engaged in the trading of large-scale industrial equipment (the “Super Transaction”).

The Company expects to close the Super Transaction in May 2026.

On April 20, 2026, the Company effected a 1-for-200 reverse stock split of its issued and outstanding common stock.

As a result, every 200 shares of common stock were automatically combined into one share , and no fractional shares were issued.

The reverse stock split reduced the number of issued and outstanding shares of the Company’s Class A Common Stock from 391,177,712 shares to 1,955,889 shares, and Class B common stock from 690,875 shares to 3,456 shares.

The Company’s Class A common stock began trading on a post-split basis on April 29, 2026, at which time a new CUSIP number (16307X301) was assigned.

On March 31, 2026, the Company entered into a Sales Agreement with AC Sunshine Securities LLC, pursuant to which the Company may, from time to time, offer and sell shares of its Class A Common Stock having an aggregate offering price of up to $ 100,000,000 through an “at-the-market” offering program.

The following “Use of Proceeds” information relates to the at-the-market offering program (the “ATM Offering”) established pursuant to the registration statement on Form S-3 (Registration Number 333-281820), which was declared effective by the SEC on September 6, 2024 and a prospectus supplement filed with the SEC on April 2, 2026.

Under the ATM Offering, we may offer and sell shares of our Class A Common Stock from time to time, for an aggregate offering price of up to $ 70,000,000 , through AC Sunshine Securities LLC, acting as our sales agent (the “Sales Agent”).

The Company agrees to pay the Sales Agent a commission of 3.0 % of the aggregate gross proceeds from each sale of shares under the ATM Offering.

As of the date of this quarterly report, the Company incurred aggregate offering expenses of approximately $ 3.6 million, including approximately $ 3.5 million paid to or on behalf of the Sales Agent for commissions and clearing fees, and approximately $ 0.1 million of other offering-related expenses.

After deducting such expenses, the Company received net proceeds of approximately $ 28.7 million from the ATM Offering as of the date of this Quarterly Report.

Approximately $ 3.5 million of the net proceeds was used to acquire Super International Trading Limited.

On April 23, 2026 and April 27, 2026, the Company entered into two short-term loan agreements in the principal amounts of $ 9,000,000 and $ 5,000,000 , respectively, to generate interest income.

The loans bear interest at an annual rate of 5.0 %.

The loans have a 12 -month term and matures on April 22, 2027 and April 26, 2027, respectively, with an option to extend for an additional 12 months .

Interest is payable semi-annually, and principal is due upon maturity.

On August 10, 2026, Naiside and Shanghai Kesheng entered into a First Amendment to the Termination Agreement entered into on June 30, 2026.

The First Amendment clarifies the repayment arrangements, overdue interest, default liability and related matters.

Pursuant to the First Amendment, Shanghai Kesheng is required to repay the full principal amount of RMB 280,000,000 to Naiside in one lump sum on or before December 30, 2026, without deduction for any handling fee, service fee, management fee or other charge or expense.

If the full principal amount is not repaid by December 30, 2026, the outstanding principal will accrue overdue interest commencing on December 31, 2026 at a rate of 5 % per annum, calculated on a simple interest basis using the actual number of overdue days.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements