What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-13 compared with 2026-05-14 · 248 added, 71 removed, 120 unchanged (73% of the section changed)

18 unchanged sentences

Business Overview and Recent Developing Trends

We are a provider of logistics and warehousing services, historically in connection with the sale of parallel-import vehicles sourced in the U.S.

to be sold in the PRC market, and more recently for the transportation of other goods between the U.S.

We are engaged in two principal business areas:

(i) logistics and warehousing and (ii) international trading.

Our logistics and warehousing business includes logistics coordination, warehousing and general labor support services.

Following our acquisition of Super International in May 2026, we also commenced the international trading of large-scale industrial equipment.

Through Super International, we source, purchase and sell large-scale industrial equipment in international markets and coordinate related procurement, sales and delivery arrangements.

Our international trading business operates alongside our logistics and warehousing business and is intended to diversify our business operations and revenue sources.

Historically, our logistics and warehousing business primarily involved services provided in connection with the sale of parallel-import vehicles sourced in the U.S.

for sale in the PRC market.

More recently, through Edward, we expanded our logistics and warehousing business to include the transportation of other goods between the U.S.

Parallel-import vehicles in the PRC refer to automobiles purchased directly from overseas markets and imported for sale outside of the brand manufacturers’ official distribution networks.

1 unchanged sentence

Beginning in the second half of 2023, the business was negatively affected by a decline in customer demand due to weakening macroeconomic conditions, price competition from luxury automakers in the PRC, and a shift in consumer preference toward domestic EVs.

These market challenges led to a decline in parallel-import vehicle sales by 30.5% in 2023, and 95.7% in 2024, with vehicle sales declining to 14 units in 2024 from 303 units in 2023.

These market challenges led to declines in parallel-import vehicle sales of 30.5% in 2023 and 95.7% in 2024, with vehicle sales declining to 14 units in 2024 from 303 units in 2023.

In addition, the Company recorded a credit loss of $1.6 million for the year ended December 31, 2024, due to the increasing difficulty in collecting outstanding receivables.

2 unchanged sentences

For additional financial details regarding discontinued operations, refer to Note 6 – Discontinued Operations.

The Company shifted its business focus since February 2024 by acquiring Edward to provide services related to international trades between the PRC and the U.S., and relocating its headquarter in July 2024 to Irvine, California, to utilize the ports of Los Angeles and Long Beach.

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

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

As of the date of this quarterly report, NexTrade has not been engaged in any business operations.

The Company began its logistics and warehousing business in February 2024 by acquiring Edward to provide services related to international trade between the PRC and the U.S.

In July 2024, the Company relocated its headquarters to Irvine, California, to utilize the ports of Los Angeles and Long Beach.

The Company further expanded its logistics and warehousing business by acquiring TWEW in December 2024.

Following the disposition of Edward in April 2026, the Company continues to conduct its logistics and warehousing business through TWEW.

Following the acquisition of Super International in May 2026, the Company also directly engages in international trading of large-scale industrial equipment.

Accordingly, the Company currently operates both its logistics and warehousing business and its international trading business.

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

NexTrade holds 100% of the ownership interests in Naiside (Shenzhen) International Trading Co., Ltd.

As of the date of this quarterly report, NexTrade itself has not directly conducted any material business operations other than holding its ownership interest in Naiside.

Further, on March 28, 2025, we incorporated a wholly owned subsidiary, Cheetah BVI, in the British Virgin Islands.

1 unchanged sentence

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

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

The private placement closed on February 12, 2026.

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

On February 12, 2026, the Company closed the previously disclosed private placement pursuant to certain stock purchase agreements dated January 27, 2026, with certain investors and issued an aggregate of 167,250 shares of Class A Common Stock, after giving retroactive effect to the 2026 Reverse Stock Split, for aggregate gross proceeds of approximately $40.14 million in a private placement pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).

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

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

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

On April 1, 2026, the transaction was closed.

On April 1, 2026, the Company completed the disposition of Edward pursuant to the Stock Purchase Agreement.

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

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

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

individual, pursuant to which we agreed to acquire 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 international trading of large-scale industrial equipment, for aggregate cash consideration of $4,980,000.

Super International conducts its business through the sourcing, purchase and sale of large-scale industrial equipment in international markets and the coordination of related procurement, sales and delivery arrangements.

On May 27, 2026, the Company completed the acquisition pursuant to the Share Transfer Agreement.

As a result of the closing, Super International became a wholly owned subsidiary of the Company, and the international trading of large-scale industrial equipment became an additional business line operating alongside the Company’s logistics and warehousing business.

April 2026 Reverse Stock Split

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

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

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

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

On February 3, 2026, Fairview Eastern International Holdings Limited and Huan Liu, collectively holding shares of Class B common stock representing approximately 79.16% of the voting power of the issued and outstanding capital stock of the Company as of that date, approved and adopted the foregoing corporate action through a written consent in lieu of a special meeting of stockholders.

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

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

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

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

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.

The Certificate of Amendment became effective at 8:00 a.m., Eastern Time, on April 20, 2026.

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

5 unchanged sentences

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 conducting business in the PRC, Hong Kong and other 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, Hong Kong and other markets 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, economic, and social conditions in these markets.

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

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

● 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 our business and growth prospects;

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

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

and the PRC, may negatively affect its business;

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

● 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 and development of the Company’s acquired businesses;

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

● The Company’s businesses depend heavily on a limited number of customers and third-party transportation and labor 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, reliability, product availability and pricing, may limit the Company’s ability to expand its revenue, and the Company’s success in these areas will depend on its ability to develop and scale effective sales and operational capabilities.

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

Results of Operations

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

Three Months Ended March 31,

The following table provides a summary of our consolidated results of operations for the three and six months ended June 30, 2026 and 2025, highlighting the financial impact of both continuing and discontinued operations:

Three Months Ended June 30,

Six Months Ended June 30,

Cost of Revenues

3 unchanged sentences

Other income, net

Gain(loss) on disposal of Edward

(Loss) from continuing operations before tax provision

Income tax (benefits)

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

Loss from continuing operations

Loss from discontinued operations, net of tax

Comparison of the Three Months Ended June 30, 2026 and 2025

Continuing Operations-Logistics and Warehousing Services

For the Three Months Ended March 31,

For the Three Months Ended June 30,

Revenues from Edward

1 unchanged sentence

Total revenues

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

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

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

For the three months ended June 30, 2026, we reported revenue of $nil from logistics and warehousing services segment.

Revenue from Edward decreased by 100.0% to $nil for the three months ended June 30, 2026, compared to $52,684 for the same period in 2025.

The decrease was primarily due to the disposal of Edward.

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

2 unchanged sentences

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

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

Revenue from TWEW decreased by 100.0% to $nil for the three months ended June 30, 2026, compared to $301,442 for the same period in 2025, primarily due to tighter U.S.

immigration policies, which increased labor costs and constrained labor availability, as well as unfavorable market conditions that reduced customer demand in the logistics and warehousing industries.

Cost of Revenues

For the Three Months Ended March 31,

For the Three Months Ended June 30,

Cost of Revenues

2 unchanged sentences

Total cost of revenues

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

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

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

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

For the three months ended June 30, 2026, total cost of revenues decreased to $nil from $319,226 for the same period in 2025, representing a decrease of $319,226, or 100.0%.

Cost of revenues attributable to TWEW was $nil, compared to $293,429 for the same period in 2025, representing a decrease of $293,429, or 100.0%, consistent with the corresponding decline in revenue from TWEW.

Cost of revenues from Edward was $nil for the three months ended June 30, 2026, compared to $25,797 for the same period in 2025, representing a decrease of $25,797, or 100.0%, primarily due to the disposal of Edward in 2026, which resulted in the cessation of its operations.

The decrease was consistent with the corresponding decline in revenue from Edward.

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

Operating Expenses

General and Administrative Expenses

Three Months Ended March 31,

Three Months Ended June 30,

General and Administrative Expenses

2 unchanged sentences

Travel and Entertainment

Insurance Expenses

Depreciation and Amortization Expenses

Total General and Administrative Expenses

General and of revenues was mainly labor costs for TWEW and ocean freight services-logistics and warehousing services segment decreased by $97,409, or 85.7%, to $16,251 for the three months ended June 30, 2026 from $113,660 for the three months ended June 30, 2025.

The decrease was mainly due to the disposal of Edward in 2026.

Continuing Operations- International Trading

For the Three Months Ended June 30,

Revenues from Cheetah

Revenues from Super International

Total revenues

For the three months ended June 30, 2026, we reported revenue of $868,909 from international trading segment, including $208,909, or 24.0%, of our total revenue from Cheetah and $660,000, or 76.0%, of our total revenue from Super International, which we acquired in May 27 2026.

Revenue from Cheetah increased by 100.0% to $208,909 for the three months ended June 30, 2026, compared to $nil for the same period in 2025.

The increase was primarily due to the expansion of our international trading business following the acquisition of Super International.

Revenue from Super International increased by 100.0% to $660,000 for the three months ended June 30, 2026, compared to $nil for the same period in 2025, primarily due to acquisition of Super International.

on May 27, 2026, and its operating results were included in our consolidated financial statements beginning on the acquisition date.

Cost of Revenues

For the Three Months Ended June 30,

Cost of Revenues

Cost of Revenues from Cheetah

Cost of Revenues from Super International

Total cost of revenues

For the three months ended June 30, 2026, total cost of revenues increased to $849,409 from $nil for the same period in 2025, representing an increase of $849,409, or 100.0%.

Cost of revenues attributable to Cheetah was $199,409, representing 23.48% of total cost of revenues in the second quarter of 2026, compared to $nil for the same period in 2025, representing an increase of $199,409, or 100.0%, consistent with the corresponding increase in revenue from Cheetah.

Cost of revenues from Super International was $650,000, or 76.52% of total cost of revenues for the three months ended June 30, 2026, compared to $nil for the same period in 2025, representing an increase of $650,000, or 100.0%, consistent with the corresponding increase in revenue from Super International.

Cost of revenues was mainly labor costs for Cheetah and ocean freight service costs for Super International.

Operating Expenses

General and Administrative Expenses

Three Months Ended June 30,

General and Administrative Expenses

Total General and Administrative Expenses

General and administrative expenses for the Company’s continuing operations - international trading segment increased by $20,084, or 100.0%, to $20,084 for the three months ended June 30, 2026 from $nil for the three months ended June 30, 2025.

The increase was mainly due to the commencement of our international trading operations following the acquisition of Super International on May 27, 2026.

Continuing Operations - Corporate Unallocated Operating Adjustments

Operating Expenses

General and Administrative Expenses

Three Months Ended June 30,

General and Administrative Expenses

Payroll and Benefits

Rental and Leases

Travel and Entertainment

Legal and Accounting Fees

3 unchanged sentences

Total General and Administrative Expenses

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

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

General and administrative expenses for the Company’s continuing operations- corporate unallocated operating adjustments segment increased by $159,135, or 23.0%, to $850,780 for the three months ended June 30, 2026 from $691,645 for the three months ended June 30, 2025.

The increase was mainly due to (i) an increase of $221,728 of other administration expenses during the three months ended June 30, 2026, primarily due to consulting fee for disposal of Edward and acquisition of Super International, (ii) an increase of $46,586 of legal and accounting fees due to additional legal fees incurred in connection with the reverse stock split, (iii) an increase of $35,206 in travel and entertainment expenses as part of business development efforts and client engagement, partially offset by (iv) a decrease of $90,289 in payroll and benefits expense due to staff optimization and cost-saving measure, (v) a decrease of $29,976 in rental and leases, primarily due to the termination of one of the Company’s office leases, and (vi) a decrease of $20,189 in insurance expenses resulting from a change in our insurance provider.

Share-based compensation expenses

Three Months Ended March 31,

Three Months Ended June 30,

(Unaudited) Share-based compensation expenses

Share-based compensation expenses were $14,182 and $10,444 for the three months ended June 30, 2026 and 2025, respectively, representing an increase of $3,738, or 35.8%.

See also Note 12 – Stock Based Compensation for more details in our Consolidated Financial Statements included in this quarterly report.

Other Income (Expenses), net

Three Months Ended June 30,

Interest income

Interest expenses:

Loan Interest expense

Credit Card Interest

Premium Finance Interest

Total Interest expenses

Other income, net

Gain (loss) on disposal of ETE

Total other income, net

Interest income from continuing operations was $264,695 for the three months ended June 30, 2026, compared to $272,228 for the three months ended June 30, 2025, representing a decrease of $7,533 or 2.8%.

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

Interest expense incurred from our continuing operations was $6,799 for the three months ended June 30, 2026, which decreased by $1,261, or 15.6%, from $8,060 for the three months ended June 30, 2025, mainly due to lower interest incurred on premium finance arrangements.

Other income, net from continuing operations was $993,766 for the three months ended June 30, 2026, compared to $17,140 for the three months ended June 30, 2025, representing an increase of $976,626 or 5,697.9%.

The increase was primarily driven by higher foreign exchange gains resulting from currency rate fluctuations.

Income Tax (Benefits)

Our income tax provision for continuing operations was $1,210 for the three months ended June 30, 2026, compared with income tax provision of approximately $12,987 for the same period in 2025.

As a result of the above factors, we had a net income of $71,045 from our continuing operations for the three months ended June 30, 2026, compared to a net loss of $512,528 for the same period of 2025.

Discontinued Operations -Parallel- Import vehicle Business

As disclosed in Note 6 – Discontinued Operations, our Board approved the discontinuation of our parallel-import vehicle business on March 3, 2025.

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

The Company did not generate any income or incur any expenses from discontinued operations for the three months ended June 30, 2026.

Comparison of the Six Months Ended June 30, 2026 and 2025

Continuing Operations-Logistics and Warehousing Services

For the Six Months Ended June 30,

Revenues from Edward

Revenues from TWEW

Total revenues

For the six months ended June 30, 2026, we reported revenue of $92,700 from logistics and warehousing services segment, including $39,700, or 42.8%, of our total revenue from Edward, which we acquired in February 2024, and $53,000, or 57.2%, of our total revenue from TWEW, which we acquired in December 2024.

Revenue from Edward decreased by 65.5% to $39,700 for the six months ended June 30, 2026, compared to $115,199 for the same period in 2025.

The decrease was primarily due to the disposal of Edward.

Revenue from TWEW decreased by 92.6% to $53,000 for the six months ended June 30, 2026, compared to $718,726 for the same period in 2025, primarily due to tighter U.S.

Cost of Revenues

For the Six Months Ended June 30,

Cost of Revenues

Cost of Revenues from Edward

Cost of Revenues from TWEW

Total cost of revenues

For the six months ended June 30, 2026, total cost of revenues decreased to $72,833 from $742,769 for the same period in 2025, representing a decrease of $669,936, or 90.2%.

Cost of revenues attributable to TWEW was $53,000, representing 72.8% of total cost of revenues for the six months ended June 30, 2026, compared to $675,162 for the same period in 2025, representing a decrease of $622,162, or 92.2%, consistent with the corresponding decline in revenue from TWEW.

Cost of revenues from Edward was $19,833, or 27.2% of total cost of revenues for the six months ended June 30, 2026, compared to $67,607 for the same period in 2025, representing a decrease of $47,774, or 70.7%, consistent with the corresponding disposal of Edward.

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

Operating Expenses

General and Administrative Expenses

Six Months Ended June 30,

General and Administrative Expenses

Payroll and Benefits

Rental and Leases

Travel and Entertainment

Insurance Expenses

Depreciation and Amortization Expenses

Total General and Administrative Expenses

General and administrative expenses for the Company’s continuing operations-logistics and warehousing services segment decreased by $89,381, or 36.3%, to $156,689 for the six months ended June 30, 2026 from $246,070 for the six months ended June 30, 2025.

The decrease was mainly due to lower operating and administrative expenses following the disposal of Edward, as well as ongoing cost control initiatives.

Continuing Operations- International Trading

For the Six Months Ended June 30,

Revenues from Cheetah

Revenues from Super International

Total revenues

For the six months ended June 30, 2026, we reported revenue of $868,909 from international trading segment, including $208,909, or 24.0%, of our total revenue from Cheetah, and $660,000, or 76.0%, of our total revenue from Super International, which we acquired on May 27, 2026.

Revenue from Cheetah increased by 100.0% to $208,909 for the six months ended June 30, 2026, compared to $nil for the same period in 2025.

The increase was primarily due to the expansion of our international trading business following the acquisition of Super International.

Revenue from Super International increased by 100.0% to $660,000 for the six months ended June 30, 2026, compared to $nil for the same period in 2025, primarily due to acquisition of Super International on May 27, 2026, and its operating results were included in our consolidated financial statements beginning on the acquisition date.

Cost of Revenues

For the Six Months Ended June 30,

Cost of Revenues

Cost of Revenues from Cheetah

Cost of Revenues from Super International

Total cost of revenues

For the six months ended June 30, 2026, total cost of revenues increased to $849,409 from $nil for the same period in 2025, representing an increase of $849,409, or 100.0%.

Cost of revenues attributable to Cheetah was $199,409, representing 23.5% of total cost of revenues for the six months ended June 30, 2026, compared to $nil for the same period in 2025, representing an increase of $199,409, or 100.0%, consistent with the corresponding increase in revenue from Cheetah.

Cost of revenues from Super International was $650,000, or 76.5% of total cost of revenues for the six months ended June 30, 2026, compared to $nil for the same period in 2025, representing an increase of $650,000, or 100.0%, consistent with the corresponding increase in revenue from Super International.

Cost of revenues was mainly labor costs for Cheetah and ocean freight service costs for Super International.

Operating Expenses

General and Administrative Expenses

Six Months Ended June 30,

General and Administrative Expenses

Total General and Administrative Expenses

General and administrative expenses for the Company’s continuing operations-international trading segment increased by $20,084, or 100.0%, to $20,084 for the six months ended June 30, 2026 from $nil for the six months ended June 30, 2025.

The increase was mainly due to the acquisition of Super International.

Continuing Operations- Corporate Unallocated Operating Adjustments

Operating Expenses

General and Administrative Expenses

Six Months Ended June 30,

General and Administrative Expenses

Payroll and Benefits

Rental and Leases

Travel and Entertainment

Legal and Accounting Fees

Insurance Expenses

Depreciation and Amortization Expenses

Recruiting Expenses

Total General and Administrative Expenses

General and administrative expenses for the Company’s continuing operations- corporate unallocated operating adjustments segment decreased by $79,408, or 5.1%, to $1,480,346 for the six months ended June 30, 2026 from $1,559,754 for the six months ended June 30, 2025.

The increase was mainly due to (i) a decrease of $139,449 in payroll and benefits expense due to staff optimization and cost-saving measure;

(ii) a decrease of $118,452 of legal and accounting fees as we recorded the accounting fee for annual audit for Fiscal Year 2024 in the first quarter of 2025;

(iii) a decrease of $58,256 in rental and leases, primarily due to the termination of one of the Company’s office leases, and (iv) a decrease of $35,600 in insurance expenses resulting from a change in our insurance provider, partially offset by (v) an increase of $250,868 of other administration expenses during the three months ended June 30, 2026, primarily due to consulting fee for disposal of Edward and acquisition of Super International, and (vi) an increase of $24,571 in travel and entertainment expenses as part of business development efforts and client engagement.

Share-based compensation expenses

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

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

Six Months Ended June 30,

(Unaudited) Share-based compensation expenses

Share-based compensation expenses were $28,364 and $26,629 for the six months ended June 30, 2026 and 2025, respectively, representing an increase of $1,735, or 6.5%.

See also Note 12 – Stock Based Compensation for more details in our Consolidated Financial Statements included in this quarterly report.

Other Income (Expenses), net

Three Months Ended March 31,

Six Months Ended June 30,

Interest income

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Other income, net

Gain (loss) on disposal of ETE

Total other income, net

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

Interest income from continuing operations was $415,837 for the six months ended June 30, 2026, compared to $480,318 for the six months ended June 30, 2025, representing a decrease of $64,481 or 13.4%.

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

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

Interest expense incurred from our continuing operations was $14,499 for the six months ended June 30, 2026, which decreased by $2,373, or 14.1%, from $16,872 for the six months ended June 30, 2025, mainly due to lower interest incurred on premium finance arrangements.

Other income, net from continuing operations was $1,002,778 for the six months ended June 30, 2026, compared to $29,756 for the six months ended June 30, 2025, representing an increase of $973,022 or 3,270.0%.

The increase was primarily driven by higher foreign exchange gains resulting from currency rate fluctuations.

Income Tax (Benefits)

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

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

Our income tax provision for continuing operations was $5,610 for the six months ended June 30, 2026, compared with income tax provision of approximately $18,342 for the same period in 2025.

As a result of the above factors, we had a net loss of $545,220 from our continuing operations for the six months ended June 30, 2026, compared to a net loss of $1,266,437 for the same period in 2025.

Discontinued Operations -Parallel- Import vehicle Business

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

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

The Company did not generate any income or incur any expenses from discontinued operations for the six months ended June 30, 2026.

Liquidity and Capital Resources

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

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

on long-term investment from continuing operations.

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

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

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

Three Months ended March 31,

As of June 30, 2026, we had current assets of $75.7 million, consisting of cash and cash equivalents of $2.1 million, $0.7 million of accounts receivable, $30.0 million in loan receivables, $1.0 million of other receivables, $0.8 million of prepaid expenses and other current assets, and $41.1 million of receivable from withdrawal of investment deposit from continuing operations.

Our current liabilities, all of which related to continuing operations, totaled approximately $1.6 million, consisting of $0.7 million of accounts payable, $0.5 million of operating lease liabilities, $0.3 million of other payables, $37,279 of the current portion of long-term borrowings and loan payable from Premium Finance.

The Company also had $0.6 million of long-term borrowings payable, and $$44,950 of operating lease liabilities, long-term portion.

The following table summarizes our cash flows for the six months ended June 30, 2026 and 2025, with continuing operations and discontinued operations presented separately:

Six Months ended June 30,

Net cash provided by (used in) operating activities

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Operating Activities

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

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

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

Net cash used in operating activities from continuing operations was $0.8 million for the six months ended June 30, 2026.

The negative cash flow was primarily due to (i) a net loss of $0.5 million during the six months ended June 30, 2026, and (ii) an increase of $0.6 million in prepaid expenses and other current assets, (iii) a decrease of $0.3 million in other payables and other current liabilities, and (iv) a decrease of $0.3 million in operating lease liabilities, partially offset by (v) a decrease of $0.2 million in other receivables, and (vi) $0.3 million in amortization of operating lease right-of-use assets and intangible assets.

Net cash used in operating activities from continuing operations was $1.2 million for the six months ended June 30, 2025.

This was primarily attributable to (i) a net loss of $1.3 million, and (ii) an increase of $0.5 million in other receivables, partially offset by (iii) $0.2 million in amortization of operating lease right-of-use assets and intangible assets, and (iv) a decrease of $0.2 million in prepaid expenses.

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

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

Net cash provided by operating activities from discontinued operations was $nil for the six months ended June 30, 2026.

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

Investing Activities

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

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

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

Net cash used in investing activities from continuing operations was approximately $68.6 million for the six months ended June 30, 2026, including (i) $41.1 million in deposit on long-term investment, (ii) $26.5 million short-term loans receivable from third parties, (iii) $5.0 million in acquisition of business, and offset by (iii) $4.0 million in proceeds of repayment from these loans.

For the six months ended June 30, 2025, net cash used in investing activities was $2.7 million, including (i) $3.5 million in short-term loans receivable from third parties, and offset by (ii) $0.8 million proceeds of repayment from these loans.

There were no investing activities related to discontinued operations for the six months ended June 30, 2026 and 2025.

Financing Activities

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

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

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

Net cash provided by financing activities from continuing operations was $71,386,495 for the six months ended June 30, 2026, which consisted of (i) net proceeds of $40,140,000 from a private placement, (ii) net proceeds of $30,947,851 from issuances of Class A common stock under an at-the-market offering, and (iii) proceeds of $400,000 from the issuance of Class B common stock pursuant to a stock subscription agreement, partially offset by (iv) net repayments of premium financing obligations of $82,650 and (v) net repayments of long-term borrowings of $18,706.

Net cash used in financing activities from continuing operations was $138,294 for the six months ended June 30, 2025, which consisted of (i) net repayment of premium finance of $120,461, and (ii) net repayment of long-term borrowings of $17,833.

There were no financing activities related to discontinued operations for the six months ended June 30, 2026 and 2025.

The 2026 ATM Offering

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”).

We will pay the Sales Agent a commission of 3.0% of the aggregate gross proceeds from each sale of shares under the ATM Offering.

On June 26, 2026, we and the Sales Agent entered into a Mutual Termination Agreement, pursuant to which we mutually agreed to terminate the Sales Agreement dated March 31, 2026, effective as of the close of business on June 26, 2026.

The Company had an 1-for-200 reverse stock split that became effective at 8:00 a.m., Eastern Time, on April 20, 2026, and the Company’s Class A common stock began trading on a split-adjusted basis on April 29, 2026.

Prior to the effectiveness of such reverse stock split, we 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 after giving effect to the reverse stock split.

From April 29, 2026 through June 18, 2026, after the Class A common stock began trading on a split-adjusted basis, we sold an additional 1,000,000 shares of Class A common stock pursuant to the Sales Agreement.

Accordingly, prior to the termination of the Sales Agreement, we 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.

We have incurred approximately $3.7 million in expenses in connection with the ATM Offering, including $3.6 million in expenses paid to or for the account of the Sales Agent, commissions and clearing fees, and $0.1 million in other expenses.

None of the offering expenses consisted of payments to any directors or officers of the Company or their associates, any persons owning 10% or more of our equity securities, or any of our affiliates.

As of the date of this quarterly report, after deducting offering expenses, we received net proceeds of approximately $30.9 million from the ATM Offering, of which approximately $3.5 million was used to acquire Super International.

None of such net proceeds were paid, directly or indirectly, to any of our directors or officers or their associates, any person owning 10% or more of our equity securities, or any of our affiliates.

Off-Balance Sheet Arrangements

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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 2. Management’s Discussion and Analysis