What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-05 compared with 2024-11-13 · 150 added, 254 removed, 65 unchanged (86% of the section changed)

10 unchanged sentences

Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” “project,” or “anticipate,” and other similar words.

In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth in the “Risk Factors” section included in our registration statement on Form S-8 (File No.

333-282153), which was filed with the SEC on September 16, 2024.

Risk Factors” included in our annual report on Form 10-K (File No.

001-41761) (the “Annual Report”), which was filed with the SEC on March 12, 2025.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed.

5 unchanged sentences

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

We began our operations in 2016 exclusively as a parallel-import vehicle dealer for luxury brand automobiles but have now focused on facilitating non-vehicle trade in view of the continued weakness for imported automobiles in the PRC.

Sales of parallel-import vehicle to the PRC market represented a significant part of our revenue before 2024.

From 2016 to the first half of 2022, we experienced significant growth in sales volume, revenue, and gross profit of parallel-import vehicles due to our core strengths and a favorable economic climate.

However, since the second half of 2022, our parallel-import vehicle business has been impacted negatively by the COVID-19 pandemic, the lockdowns in the PRC, and the weaker customer demand in the PRC caused by the deteriorated macroeconomic conditions.

The parallel-vehicle import market has continued to be significantly affected by the adverse market conditions resulting from significant price discounting by luxury import brands and a shift in consumer interest to domestic electric vehicles (“EVs”).

In 2023, we had a decrease in parallel-import vehicle sales by 30.5%, and net income by 87.5% compared to 2022.

During the nine months ended September 30, 2024, our parallel-import vehicle business sales decreased by 95.0% compared to the same period of 2023.

In February 2024, we acquired Edward Transit Express Group Inc.

(“Edward”) to expand our logistics and warehousing service operations.

Beginning in the second quarter of 2024, we increased our marketing staff to pursue new business opportunities and focus on international trade flows between the PRC and U.S.

Additionally, in July 2024, we relocated our headquarters from Charlotte, NC, to Irvine, CA, which we believe will enable a stronger management focus on our logistics and warehousing business due to Irvine’s proximity to the important ports of Los Angeles and Long Beach.

For the nine months ended September 30, 2024, we generated revenues of approximately $0.2 million from logistics and warehousing services.

While we believe that tangible results of these efforts may not be apparent for several quarters, we have confidence that we are positioning the Company for substantial future growth in this business.

Results of Operations

The Company operates in two business segments:

parallel-import vehicle sales and logistics and warehousing services.

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

We purchase automobiles from the U.S.

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

In accordance with ASC 606, we recognize revenue 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 CFR shipping terms, and revenue is recognized when a vehicle is loaded on a cargo ship and its title has been transferred to the dealers.

We account for the revenue generated from sales of vehicles on a gross basis as we are acting as a principal in these transactions, are subject to inventory risk, have latitude in establishing prices, and are responsible for fulfilling customer orders.

As stated above, the parallel-import vehicle business has continued to decline since 2023.

During the nine months ended September 30, 2024, sales in the parallel-import vehicle business decreased by 95.0% compared to the same period in 2023, with no revenue generated during the three months ended September 30, 2024.

The Company has been transforming its business from parallel-import vehicles to logistics and warehousing services since the acquisition of Edward.

In the logistics and warehousing services segment, revenue from freight forwarding services, both export and import, is recognized when the services are provided, based on the relative transit time.

Our role as the principal in these services involves managing the entire shipping process from origin to destination, allowing revenue recognition on a gross basis throughout the transit period.

For warehousing services, revenue is primarily derived from storage fees, which are recognized based on the actual number of days the goods are stored in the warehouse while awaiting further transportation.

Cost of Revenues

Our cost of revenue from parallel-import vehicles sold mainly comprises (i) the purchase cost of vehicles, including dealership service fees and non-refundable taxes incurred during procurement, and (ii) fulfillment expenses, mainly including (a) compensation and bonuses for staff in the purchasing department, (b) commission paid to purchasing agents, (c) transportation and storage costs for vehicles, and (d) consulting fees paid to dealer experts to assist us in making the best purchase decisions.

Allowance for slow-moving inventories is also included in the cost of revenue when our cost of inventory is higher than net realizable value.

In line with the revenue decline in the parallel-import vehicle business since 2023, we recorded a 94.4% decrease in cost of revenues during the nine months ended September 30, 2024 compared to the same period in 2023.

Additionally, there was no cost of revenues recorded during the three months ended September 30, 2024.

Our cost of revenue from logistics and warehousing service mainly includes the associated costs of freight and fulfillment expenses.

We act as a principal, controlling the goods and services, bearing inventory and pricing risks, and fulfill performance obligations directly.

Interest Expenses

The Company obtained loans from finance companies through (i) LC financing by using letters of credit from our international customers in overseas sales of parallel-import vehicles as collateral, and (ii) accessing revolving lines of credit to further support our operations and strategic initiatives.

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.

This business contributed significantly to our revenue since our inception.

Between 2016 and the first half of 2022, the Company experienced growth in sales volume and gross profit due to favorable market conditions.

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 a reduction in net income by 87.5% compared to 2022.

The decline accelerated further in 2024.

Vehicle sales dropped sharply from 82 units in the first quarter of 2023 to 13 units in the first quarter of 2024.

For year ended December 31, 2024, vehicle sales decreased from 303 units in 2023 to 14 units in 2024, resulting in a 95.7% drop in revenue from $38.3 million in 2023 to $1.6 million in 2024.

In addition, the financial strain on the Company’s customers made it increasingly difficult to collect outstanding receivables.

While the Company successfully recovered $4.0 million in 2024 and collected additional $2.5 million from the five aged accounts as of March 31, 2025, the remaining $1.6 million from two customers was determined to be uncollectible.

As a result, the management recorded a credit loss of $1.6 million for the year ended December 31, 2024.

As market conditions continued to deteriorate and sales activity in the parallel-import vehicle segment ceased, on March 3, 2025, our board of directors approved the discontinuation of our parallel-import vehicle business.

In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, we determined that the parallel-import vehicle segment met the conditions for reporting as a discontinued operation.

As a result, all financial results associated with this business have been reclassified as discontinued operations in the accompanying consolidated financial statements for all periods presented.

For additional financial details regarding discontinued operations, refer to Note 5 – Discontinued Operations.

Logistics and Warehousing

In February 2024, we acquired Edward to start our logistics and warehousing service operations.

Beginning in the second quarter of 2024, we increased our marketing staff to pursue new business opportunities and focus on international trade flows between the PRC and the U.S.

In July 2024, we relocated our headquarters from Charlotte, NC, to Irvine, CA, which we believe will enable a stronger management focus on our logistics and warehousing business due to Irvine’s proximity to the important ports of Los Angeles and Long Beach.

In December 2024, we acquired TWEW, a California-based labor and logistics service provider which specializes in general labor support services and logistics coordination to further expand our logistics services.

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.

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

The incorporation of Cheetah BVI is intended to support the Company’s future international business development and facilitate potential global partnerships.

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

Reverse Stock Split

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

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

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

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

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

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

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

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

Risks and Uncertainties

Our operations are in the U.S.

and our primary market is in the PRC.

Accordingly, our business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the U.S.

The Company is undergoing a business transformation of our 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.

Our results may be adversely affected by changes in the political, regulatory, and social conditions in the U.S.

Risks and uncertainties related to our business include, but are not limited to, the following:

● Changes in consumer demand in the Chinese market towards fuel-efficient vehicles and EVs, or a general declining purchasing power of PRC consumers, may adversely affect our vehicle sales volumes and results of operations;

● The PRC government policies on the purchase and ownership of automobiles and stricter emissions standards may reduce the market demand for the automobiles we sell and thus negatively affect our business and growth prospects;

● Any adverse change in political relations between the PRC and the U.S.

or any other country where those brands originate, including the ongoing trade conflicts between the U.S.

and the PRC, may negatively affect our business;

● Our business and financial condition may be substantially harmed by inventory losses caused by theft, vandalism, or accidents during transportation and/or warehousing;

● The ongoing military conflicts between Russia and Ukraine and between Israel and several of its regional adversaries could materially and adversely affect the global economy and capital markets, including significant volatility in commodity prices, especially energy prices, credit and capital markets, as well as supply chain interruptions;

● Inflation in the economy may result in higher interest rates and capital costs, shipping costs, supply shortages, and increased costs of labor, and may adversely affect our liquidity, business, financial condition, and results of operations, particularly if we are unable to achieve commensurate increases in the prices we charge our customers.

Our 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 our operations.

Comparison of Results of Operations for the periods presented:

Three Months Ended September 30,

Nine Months Ended September 30,

Parallel-import Vehicles

Logistics and Warehousing

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

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

● 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;

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

● Recent changes in U.S.

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

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

Results of Operations

The following table provides a summary of our consolidated results of operations for the three months ended March 31, 2025 and 2024, highlighting the financial impact of both continuing and discontinued operations:

For the Three Months Ended March 31,

Cost of Revenue

General and administration expenses

Share-based compensation expenses

Interest income, net

Other income, net

(Loss) from continuing operations before tax provision

Income tax (benefits)

Loss from continuing operations

Loss from discontinued operations, net of tax

Continuing Operations-Logistics and Warehousing Services

For the Three Months Ended March 31,

Revenues from Edward

Revenues from TWEW

Total revenues

For the three months ended March 31, 2025, we reported revenue of $479,799 from logistics and warehousing services segment, including $62,515, or 13.0%, of our total revenue from Edward, and $417,284, or 87.0%, of our total revenue from TWEW (See also Note 8- Intangible Asset and Goodwill).

Revenue from Edward decreased by 18.6% primarily due to the decreased international trade flow resulting from the trade tensions between China and the U.S.

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

Cost of Revenues

Cost of vehicles

Fulfillment expenses

Ocean Freight Costs

For the Three Months Ended March 31,

Cost of Revenues

Cost of Revenues from Edward

Cost of Revenues from TWEW

Total cost of revenues

Gross Profit (Loss)

Selling expenses

General and administrative expenses

Allowance of credit loss of accounts receivable

Share-based compensation expenses

Total operating expenses

(Loss) Income from Operations

Other Income (Expenses)

Interest income

Interest expenses

Total other income (expenses), net

(Loss) Income before Income Tax Provision

Income tax (benefits) provision

Net (Loss) Income

Comparison of the Three Months Ended September 30, 2024 and 2023

Revenue was $61,208 for the three months ended September 30, 2024, compared to $10.0 million for the same period of 2023, representing a decrease of $9.9 million, or 99.4%.

This decrease was primarily due to the continued downturn in our parallel-import vehicle business.

Revenues of $61,208 generated from logistics and warehousing services were our only source of revenues for the three months ended September 30, 2024.

Gross profit from the combined business segments in the third quarter of 2024 decreased by approximately $1.1 million, or 97.4%, compared to the third quarter of 2023.

As a percentage of revenue, the gross margin increased from 11.6% for the three months ended September 30, 2023, to 48.8% for the three months ended September 30, 2024.

For the three months ended March 31, 2025, total cost of revenues increased to $423,543 from $42,500 for the same period in 2024, representing an increase of $381,043, or 896.6%, primarily due to the contribution from TWEW.

Cost of revenues attributable to TWEW was $381,733, representing 90.1% of total cost of revenues in the first quarter of 2025.

Cost of revenues from Edward was $41,810, or 9.9% of total cost of revenues for the three months ended March 31, 2025, compared to $42,500 for the same period in 2024, representing a slight decrease of $690, or 1.6%, consistent with the corresponding decline in revenue from Edward.

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

Operating Expenses

General and Administrative Expenses

Three Months Ended September 30,

Three Months Ended March 31,

General and Administrative Expenses

3 unchanged sentences

Legal and Accounting Fees

Recruiting Fees

Bank charges and fees

Insurance Expenses

1 unchanged sentence

Total General and Administrative Expenses

General and administrative expenses increased by $0.6 million, or 108.0%, to $1.1 million for the three months ended September 30, 2024 from $0.5 million for the three months ended September 30, 2023, primarily due to increases in (i) personnel-related expenses and rental expenses to support the newly launched logistics and warehousing segment, (ii) recurring expenses associated with new business lines, aligning with our strategic shift towards logistics and warehousing, (iii) depreciation and amortization expenses, primarily due to the acquisition of new fixed assets and additional intangible assets from the Edward acquisition, as detailed in Notes 6 and 8;

and (iv) insurance expenses due to higher costs associated with directors and officers insurance.

Allowance of credit loss of accounts receivable

For the Three Months Ended September 30,

Allowance of credit loss of accounts receivable

Allowance of credit loss of accounts receivable was $1.1 million as compared to nil for the three months ended September 30, 2024 and 2023, respectively.

During the three months ended September 30, 2024, the Company assessed the collection of aged accounts receivable related to parallel-import vehicles business, and made $1.1 million of allowance of credit loss on accounts overdue by 210 days (see details on NOTE 3 — ACCOUNTS RECEIVABLE).

Management will continue to review the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances.

General and administrative expenses for our continuing operations increased by $0.2 million, or 30.3%, to $1.0 million for the three months ended March 31, 2025 from $0.8 million for the three months ended March 31, 2024, primarily due to (i) an increase of $0.1 million in personnel-related expenses, which was attributed to the hiring of additional staff to support the newly launched logistics and warehousing segment, (ii) an increase of $0.1 million in rental and leases following the acquisition of Edward and a new office workspace in California in July 2024, (iii) an increase of $22,547 in travel and entertainment expenses as part of business development efforts and client engagement, (iv) an increase of $27,067 in depreciation and amortization expenses, primarily due to the acquisition of new fixed assets and recorded intangible assets from Edward and TWEW acquisitions, as detailed in Notes 6 – Property, Plant, and Equipment, Net, and Note 8 - Intangible Asset and Goodwill, (v) an increase of 14,716 in other miscellaneous general and administration expenses during the three months ended March 31, 2025, partially offset by a decrease of $51,911 in legal and accounting fees due to additional professional fees for preparing a registration statement on Form S-1 during the first quarter of 2024 and a decrease of $19,237 in insurance expenses resulting from a change in our insurance provider.

Share-based compensation expenses

For the Three Months Ended September 30,

Three Months Ended March 31,

Share-based compensation expenses

Shares-based compensation expenses was $0.3 million as compared to nil for the three months ended September 30, 2024 and 2023, respectively.

On August 16, 2024, the Board of Directors approved the adoption of the Amended and Restated 2024 Stock Incentive Plan (the “Plan”).

Subsequently, on September 30, 2024, the Company’s stockholders approved the Plan.

The total number of shares granted by the compensation committee of the Company’s board of directors on September 30, 2024 were 150,000, including 118,750 shares of Class A common stock and 31,250 shares of Class B common stock.

Share-based compensation expenses of $261,666 were recognized during the third quarter ended September 30, 2024.

Share-based compensation expenses were $16,185 and nil for the three months ended March 31, 2025 and 2024, respectively.

On August 16, 2024, our board of directors approved the adoption of the Amended and Restated 2024 Stock Incentive Plan (the “Plan”).

Subsequently, on September 30, 2024, our stockholders approved the Plan.

The total number of shares granted by the compensation committee of our board of directors on September 30, 2024 were 150,000, including 118,750 shares of Class A common stock and 31,250 shares of Class B common stock.

Share-based compensation expenses of $16,185 were recognized during the three months ended March 31, 2025.

See Note 11 – Stock Based Compensation for more details.

Other (Expenses) Income

Other Income (Expenses), net

Three Months Ended March 31,

Interest income

For the Three Months Ended September 30,

Total Interest income

Interest income was $88,459 and $107 for the three ended September 30, 2024 and 2023, respectively.

During the three months ended September 30, 2024, the Company recognized interest income on short-term loans receivable and certificates of deposits from the net proceeds of capital injections from IPO in August 2023 and follow-on offerings in July 2024 and May 2024.

During the three months ended September 30, 2023, the Company had interest income of $107 from the delayed sales tax refund from relevant state governments on parallel-import vehicles business.

Interest expenses:

For the Three Months Ended September 30,

Inventory Financing

Dealers Finance Charges

Other Loan Interest

Line of Credit Interest

Loan Interest expense

Credit Card Interest

1 unchanged sentence

Total Interest expenses

Interest expenses decreased by approximately $0.3 million, or 94.8%, to approximately $15,000 for the three months ended September 30, 2024, from approximately $290,000 for the three months ended September 30, 2023, primarily due to (i) no new inventory or LC financing activities during the three months ended September 30, 2024, and (ii) cash generated from the completion of our IPO in the third quarter of 2023, followed by follow-on offerings in May and July 2024, which collectively resulted in a substantial capital infusion that was partially used to pay down debt.

Income tax (benefits) provision

Our income tax benefits were $0.6 million for the three months ended September 30, 2024, compared with income tax provision of approximately $44,217 for the same period in 2023.

As a result of the above factors, we had a net loss of $1.8 million for the nine months ended September 30, 2024 compared to a net income of $0.1 million for the same period of 2023.

Comparison of the Nine Months Ended September 30, 2024 and 2023

Revenues for the nine months ended September 30, 2024, were $1.9 million, compared to $32.5 million for the same period in 2023, representing a decrease of $30.6 million, or 94.3%.

This decrease was primarily due to the continued decline in our parallel-import vehicles business.

Since the acquisition of Edward, we generated revenue of $231,605, representing approximately 12.4% of our total revenues for the nine months ended September 30, 2024.

Parallel-import Vehicles Segment

We continue to face significant challenges in the parallel-import vehicle market.

Revenues from vehicle sales decreased by $30.8 million, or 95.0%, from approximately $32.5 million for the nine months ended September 30, 2023, to $1.6 million for the nine months ended September 30, 2024.

This decrease was primarily due to the ongoing economic weakness in the PRC, resulting in reduced customer demands, significant price discounting by luxury import brands, and a shift in consumer interest toward domestic EVs, as reflected in the information below on sales amount and average selling price.

Nine Months Ended September 30, 2024

Nine Months Ended September 30, 2023

Average Selling Price Changes

Ave Selling Price

Mercedes GLS 450

Mercedes Benz GLS600

Land Rover Range Rover

Toyota Sequoia

For the nine months ended September 30, 2024, we sold 14 vehicles, compared to 254 for the nine months ended September 30, 2023.

Nine Months Ended September 30,

Change Amount

Revenue from parallel-import vehicles:

Other income, net

Total other income net

Interest income from continuing operations was $208,090 for the three months ended March 31, 2025, compared to $28,930 for the three months ended March 31, 2024, representing an increase of $179,160, or 619.3%.

The significant increase was primarily driven by interest earned on short-term loan receivables and certificates of deposit, funded by the net proceeds from our IPO, the May Offering, and the July Offering.

Interest expense incurred from our continuing operations was $8,812 for the three months ended March 31, 2025, which increased by $507, or 6.1%, from $8,305 for the three months ended March 31, 2024, mainly due to increased Premium Finance interest for D&O Insurance.

Income Tax (Benefits)

Our income tax provision for continuing operations were $5,355 for the three months ended March 31, 2025, compared with income tax benefits of approximately $245,714 for the same period in 2024.

As a result of the above factors, we had a net loss of $753,909 from our continuing operations for the three months ended March 31, 2025, compared to net loss of $608,930 for the same period of 2024.

Discontinued Operations -Parallel- Import vehicle Business

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

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

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

Discontinued Operations- Parallel -Import Vehicles Business

The following table summarizes the operating results of our discontinued operations for the three months ended 2024:

Three Months Ended March 31,

domestic market

Overseas market

During the nine months ended September 30, 2024, our direct sales to the PRC market accounted for 87.7% of our total revenue from parallel-import vehicles, while for the nine months ended September 30, 2023, 74.9% of our total revenue from parallel-import vehicles was generated from overseas sales.

Cost of Revenue from Parallel-import Vehicles

Nine Months Ended September 30,

Change Amount

Cost of Revenue from parallel-import vehicles sold

Cost of Vehicles sold

Fulfillment Expenses

Total Cost of Revenue from parallel-import vehicles sold

Our total cost of revenue from parallel-import vehicles sold decreased by $27.3 million, or 94.0%, to $1.7 million for the nine months ended September 30, 2024 from $28.9 million for the same period of 2023.

For the nine months ended September 30, 2024 and 2023, total cost as a percentage of revenue was 101.5% and 89.0%, respectively.

Our total cost of revenue from parallel-import vehicles sold decreased in line with the reduced revenue.

Cost of Vehicles

Total cost of vehicles sold decreased by $25.7 million, or 94.4%, to $1.5 million for the nine months ended September 30, 2024 from $27.2 million for the nine months ended September 30, 2023.

We sold 14 vehicles during the nine months ended September 30, 2024, compared to 254 during the nine months ended September 30, 2023.

Fulfillment Expenses

Nine Months Ended September 30,

Change Amount

Fulfillment expenses

Payroll and Benefits

Buyer Commission

Vehicle Storage and Towing

Vehicle Insurance Expenses

Consulting Fee

Total Fulfillment Expenses

Fulfillment expenses decreased by approximately $1.6 million, or 91.8%, to $0.1 million for the nine months ended September 30, 2024 from $1.7 million for the nine months ended September 30, 2023.

This decrease stayed in line with the reduced revenue of parallel-import vehicles business.

Logistics and Warehousing Segment

For the nine months ended September 30, 2024, the Company reported total revenue of $231,605 from logistics and warehousing services, which we began recording following the acquisition of Edward in February 2024.

Gross profit from the combined business segments during the nine months ended September 30, 2024 decreased by approximately $3.5 million, or 97.5%, compared with the same period of 2023.

As a percentage of revenue, the gross margin decreased from 11.0% for the nine months ended September 30, 2023, to 4.7% for the nine months ended September 30, 2024.

Operating Expenses

Selling Expenses

Nine Months Ended September 30,

Total Revenue

Cost of Revenue

Cost of vehicle

Fulfilment expense

Total Cost of Revenue

During the three months ended March 31, 2024, we generated revenue of $1.4 million from the parallel-vehicle business.

Only 13 units of vehicles were sold following the significant downturn of parallel-import vehicle business as stated in “—Business Overview and Recent Developing Trends.”

We also reported cost of revenue of $1.4 million, mainly the fulfillment expenses, and a gross loss of $9,283 of the discontinued business for the three months ended March 31, 2024.

Selling Expenses for Discontinued Operations

The following table presents selling expenses for the discontinued operations:

Three Months Ended March 31,

Selling Expenses

2 unchanged sentences

Total selling expenses

Selling expenses decreased to approximately $0.1 million for the nine months ended September 30, 2024, from $0.6 million for the nine months ended September 30, 2023.

This decrease was the result of the contraction in vehicle sales volume that naturally led to a reduction in associated selling activities, reflecting current market demand dynamics Selling expenses as a percentage of revenue was 6.3% and 1.9% for the nine months ended September 30, 2024 and 2023, respectively.

General and Administrative Expenses

Nine Months Ended September 30,

General and Administrative Expenses

Payroll and Benefits

Rental and Leases

Travel and Entertainment

Legal and Accounting Fees

Recruiting Fees

Bank charges and fees

Insurance Expenses

Depreciation and Amortization Expenses

Total General and Administrative Expenses

General and administrative expenses increased by $1.0 million, or 63.2%, to $2.7 million for the nine months ended September 30, 2024 from $1.7 million for the nine months ended September 30, 2023, primarily due to (i) an increase in personnel-related expenses by approximately $0.4 million, which was attributed to the hiring of additional staff to support the newly launched logistics and warehousing segment, (ii) an increase of $0.1 million in rental and leases following the acquisition of Edward with the addition of a new office workspace in California, (iii) an increase of $0.1 million in recruiting expenses associated with the development of new business lines, aligning with the Company’s strategic shift towards logistics and warehousing, (iv) an increase of $0.1 million in depreciation and amortization expenses, primarily due to the acquisition of new fixed assets and additional intangible assets, as detailed in Notes 6 & 8;

(v) an increase of $0.2 million in insurance expenses due to higher costs associated with directors and officers insurance, and (vi) an increase of $0.1 million in other miscellaneous general and administration expenses during the nine months ended September 30, 2024.

Allowance of credit loss of accounts receivable

For the Nine Months Ended September 30,

Allowance of credit loss of accounts receivable

Allowance of credit loss of accounts receivable was $1.1 million as compared to nil for the nine months ended September 30, 2024 and 2023, respectively.

During the third quarter ended September 30, 2024, the Company assessed the collection of aged accounts receivable related to parallel-import vehicles business, and made $1.1 million of allowance of credit loss on accounts overdue by 210 days (see details on NOTE 3 — ACCOUNTS RECEIVABLE).

Management will continue to review the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances.

Share-based compensation expenses

For the Nine Months Ended September 30,

Share-based compensation expenses

Share-based compensation expenses was $0.3 million as compared to nil for the nine months ended September 30, 2024 and 2023, respectively.

On August 16, 2024, the Board of Directors approved the adoption of the Amended and Restated 2024 Stock Incentive Plan (the “Plan”).

Subsequently, on September 30, 2024, the Company’s stockholders approved the Plan.

Share-based compensation expenses of $261,666 were recognized during the third quarter ended September 30, 2024.

See NOTE 13 — STOCK BASED COMPENSATION for more details.

Other Income (Expenses)

Interest Income

For the Nine Months Ended September 30,

Total Interest income

Interest income was $145,631 and $4,009 for the nine months ended September 30, 2024 and 2023, respectively.

During the nine months ended September 30, 2024, the Company recognized interest income on short-term loans receivable and certificates of deposits from the net proceeds of capital injections from IPO in August 2023 and follow-on offerings in July 2024 and May 2024.

During the nine months ended September 30, 2023, the Company had interest income of $4,009 from the delayed sales tax refund from relevant state governments on parallel-import vehicles business.

Total selling expenses for the discontinued parallel-import vehicle business was $78,840 for the three months ended March 31, 2024.

Interest Expenses

For the Nine Months Ended September 30,

Inventory Financing

Dealers Finance Charges

Other Loan Interest

Line of Credit Interest

Credit Card Interest

Premium Finance Interest

The table below presents interest expenses for the three months ended March 31, 2024:

Interest Expenses

Line of Credit

Total interest expenses

Interest expenses decreased by approximately $1.0 million, or 89.2%, to approximately $0.1 million for the nine months ended September 30, 2024, from $1.1 million for the nine months ended September 30, 2023, primarily due to (i) significant declines in inventory financing, LC financing, and line of credit financing activities as the result of continuing reduction in vehicle sales and a decline in the need for such financing for parallel-import vehicles operation, and (ii) the Company’s paying down debts in line of credit financing and line of credits, using the capital infusion from its IPO in August 2023 and the follow-on offerings in May and July 2024.

As a result of the above factors, we had a net loss of $3.0 million for the nine months ended September 30, 2024 compared to a net income of $0.2 million for the same period of 2023.

Income Tax (Benefits) Provision

Our income tax benefits were $1.0 million for the nine months ended September 30, 2024 compared with income tax provision of approximately $59,000 for the same period in 2023.

Total interest expenses on LC financing and Line of Credit charges was $54,459 for the three months ended March 31, 2024.

Net loss for the discontinued operations was approximately $142,582 for the three months ended March 31, 2024.

Liquidity and Capital Resources

Cash Flows and Working Capital

In assessing our liquidity, we monitor and analyze our cash on-hand, our ability to generate sufficient revenue, the collection of our accounts receivable, our ability to obtain additional financial support in the future, and our operating and capital expenditure commitments.

We reported cash and cash equivalents of $5.3 million as of September 30, 2024.

As of September 30, 2024, our working capital amounted to approximately $11.6 million.

As reflected in the accompanying unaudited condensed consolidated financial statements, we reported a net loss of $3.0 million for the nine months ended September 30, 2024.

We also reported cash provided by operating activities of $0.6 million for the nine months ended September 30, 2024, and total stockholders’ equity of $14.0 million as of September 30, 2024.

Historically, our primary uses of cash have been to finance working capital needs.

Historically, our primary uses of cash have been to finance the working capital needs.

We believe that we will be able to fund current operations and other commitments for at least the next 12 months from operating cash flow and proceeds from the capital infusion which were held in our cash and cash equivalents.

Additional sources of cash may be needed due to unanticipated changes in business conditions or other future developments.

If additional resources are required, we may sell additional equity or debt securities.

We may, however, require additional cash resources due to changes in business conditions or other future developments.

If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility.

The sale of additional equity or equity-linked securities could result in additional dilution to stockholders.

The incurrence of indebtedness would result in increased debt service obligations and could include operating and financial covenants that would restrict our operations.

The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict operations.

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

Cash Flows for the Nine Months Ended September 30, 2024 and 2023

The following table summarizes our cash flows for the nine months ended September 30, 2024 and 2023:

Nine Months ended September 30,

As of March 31, 2025, we had current assets of $10.2 million, consisting of cash and cash equivalents of $0.3 million, $9.1 million in loan receivables, $0.5 million of other receivables, $0.1 million of accounts receivable, and $0.2 million in prepaid expenses other current assets from continuing operations.

Our current liabilities, all of which related to continuing operations, totaled approximately $0.9 million, consisting of $0.5 million of operating lease liabilities, $0.3 million of other payables, and $0.1 million of loan payable, including the current portion of long-term borrowings.

The following table summarizes our cash flows for the three months ended March 31, 2025 and 2024, with continuing operations and discontinued operations presented separately:

Three Months ended March 31,

Net cash provided by operating activities

Cash outflows from operations-continuing operations

Cash inflows from operations-discontinued operations

Net cash used in investing activities

Net cash provided by (used in) financing activities

Net increase in cash

Cash outflows from operations-continuing operations

Net cash used in financing activities

Cash outflows from operations-continuing operations

Cash outflows from operations-discontinued operations

Net (decrease) increase in cash

Operating Activities

Net cash provided by operating activities was $0.6 million for the nine months ended September 30, 2024, compared to $2.8 million of the same period of 2023, primarily due to (i) a net loss of $3.0 million during the nine months ended September 30, 2024, compared to net income of $0.2 million for the same period of 2023;

(ii) an increase of $1.1 million in deferred income tax benefits and $0.2 million in other receivable;

and (iii) a decrease of $0.4 million in other payables and other current liabilities and $0.2 million in operating lease liabilities, partially offset by (iv) an increase of $1.1 million in allowance of credit loss of accounts receivable and $0.3 million in share-based compensation expenses, and (v) a decrease of $0.7 million in accounts receivable and $0.9 million in inventories.

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

The negative cash flow was primarily due to (i) a net loss of $0.8 million during the three months ended March 31, 2025, and (ii) an increase of $0.2 million in other receivables, partially offset by (iii) an increase of $0.1 million in amortization of operating lease right-of-use assets and intangible assets, and (iv) $0.1 million in prepaid expenses.

Net cash used in operating activities from continuing operations was $1.5 million for the three months ended March 31, 2024.

This was primarily attributable to (i) a net loss of $0.6 million, (ii) a deferred tax benefit of $0.2 million, (iii) an increase of $0.7 million in other receivables, partially offset by non-cash adjustments including, (iv) $38,560 in amortization of operating lease right-of-use assets, (v) $8,714 in amortization of intangible assets, and (vi) $41,152 increase in other payables.

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 $3.2 million for the three months ended March 31, 2024.

This was primarily attributable to (i) the collection of $1.6 million in accounts receivable resulting from vehicle sales, (ii) a $1.3 million decrease in vehicle inventory, (iii) a $0.2 million decrease in other receivables from vehicle deposit and sales tax return, and (iv) a $0.1 million increase in other payables.

Investing Activities

Net cash used in investing activities was approximately $3.0 million for the nine months ended September 30, 2024, compared to nil for the same period of 2023.

The increase in investing activities consisted of (i) approximately $0.2 million in cash paid for the Edward acquisition, net of cash acquired, (ii) $2.3 million in short-term loans lent to third parties, and (iii) acquired new fixed assets of $0.4 million.

There were no investing activities for the nine months ended September 30, 2023.

Net cash used in investing activities from continuing operations was approximately $3.0 million for the three months ended March 31, 2025, 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.

For the three months ended March 31, 2024, net cash used in investing activities was $47,617, including (i) $220,117 cash paid in the Edward acquisition, offset by (ii) $172,500 proceeds of repayment from pledged loan made to third parties.

There were no investing activities related to discontinued operations for the three months ended March 31, 2025 and 2024.

Financing Activities

Net cash provided by financing activities was $7.2 million for the nine months ended September 30, 2024, which consisted of (i) net proceeds from the July 2024 follow-on public offering of approximately $1.1 million, (ii) net proceeds from the May 2024 follow-on public offering of approximately $7.3 million, (iii) proceeds of $0.6 million from issuances of common stock under private placement;

(iv) net repayments of LC financing of $1.0 million;

(v) net repayments of premium finance of approximately $0.2;

and (vi) repayments to a line of credit of approximately $0.7 million.

Net cash used in financing activities of $2.2 million for the nine months ended September 30, 2023, consisted of (i) net repayments of LC financing of $20.7 million;

(ii) net repayments of inventory financing of $4.2 million;

(iii) net repayments of revolving lines of credit of $2.4 million;

and (iv) repayments of dealers financing of $0.4 million;

partially offset by (v) proceeds from LC financing of $16.7 million;

(vi) proceeds from revolving lines of credit of $3.2 million;

(vi) proceeds from dealers financing of $0.4 million;

(vii) issuance of common stock of $0.5 million;

and (viii) proceeds from initial public offering of approximately $3.7 million.

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.

Net cash used in financing activities from continuing operation of $173,329 for the three months ended March 31, 2024, consisted of (i) cash paid for warrant termination of $78,125, (ii) repayments of premium finance of $73,713, (iii) repayments of long-term borrowing of $8,068, and (iv) repayment of $13,423 to a related party.

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

Net cash used in financing activities from discontinued operations was $1.0 million for the three months ended March 31, 2024, which was the repayment of LC financing.

Off-Balance Sheet Arrangements

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The preparation of financial statements and related disclosures in conformity with GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions, and estimates that affect the amounts reported.

Note 2, “Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the 2023 Form 10-K describe the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements.

There have been no material changes to the Company’s critical accounting estimates since the 2023 Form 10-K.

Note 2, “Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the Annual Report describe the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements.

There have been no material changes to the Company’s critical accounting estimates since the Annual Report.

Quantitative and Qualitative Disclosures About Market Risk .

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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