Cheetah Net (CTNT) turns Q2 profit as assets surge to $82.5M in 2026
Cheetah Net Supply Chain Service Inc. is reshaping its business from discontinued parallel-import auto sales toward logistics, warehousing and a new international trading segment. For the quarter ended June 30, 2026, revenue from continuing operations was $868,909, up from $354,126 a year earlier, driven mainly by the May 2026 acquisition of Super International.
Quarterly net income was $71,045 versus a prior-year loss, while the first half still showed a net loss of $545,220, improved from a $1,266,437 loss in 2025. Operating cash flow was negative $865,760, but the company raised $71.4 million via a PIPE and at-the-market stock offering.
The balance sheet expanded significantly: total assets reached $82.5 million, including a $41.1 million receivable from withdrawal of an investment deposit and $30.0 million of loans receivable to third parties; cash was $2.1 million$80.3 million. Management cites ongoing losses but, given liquidity from receivables and capital raised, concludes there is no substantial doubt about the company’s ability to continue as a going concern.
Positive
- None.
Negative
- None.
Filing Explained
As of June 30, 2026, $41.1 million was a receivable due by December 30, not cash, while issued shares reached 3,159,391.
This filing is an unaudited quarterly report for the period ended
The key liquidity item is a
The receivable arose after the investment partnership was terminated, with the counterparty agreeing to return the capital contribution; if repayment is late, the filing provides for
The company reports 3,159,391 common shares outstanding at June 30, after a 1-for-200 reverse split and subsequent issuance of 2,775,000 Class A shares under its ATM offering and 200,000 Class B shares under a subscription.
The filing’s specific follow-up points are collection of the investment-deposit receivable by December 30 and the credit-loss assessment for that receivable and the
Key Figures
Key Terms
Current Expected Credit Loss (CECL) model financial
parallel-import vehicles technical
Non-Vessel Operating Common Carrier technical
right-of-use (“ROU”) asset financial
contingent consideration asset financial
discontinued operations financial
Earnings Snapshot
FAQ
How did Cheetah Net (CTNT) perform financially in Q2 2026?
What is driving Cheetah Net’s (CTNT) new business model?
What is the significance of the RMB 280,000,000 receivable for CTNT?
Does Cheetah Net (CTNT) face going concern issues?
How did capital raising affect Cheetah Net (CTNT) in 2026?
What happened to Cheetah Net’s (CTNT) Edward Transit subsidiary?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of | | (I.R.S. Employer |
(Address of principal executive offices) (Zip Code)
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(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each Class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☐ | | Accelerated filer | ☐ |
☒ | | Smaller reporting company | ||
| | | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 10, 2026, there were
Table of Contents
Cheetah Net Supply Chain Service Inc.
Form 10-Q
For the Quarterly Period Ended June 30, 2026
Contents
Part I | | Financial Information | | 2 |
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Item 1 | | Financial Statements | | 2 |
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| | Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 | | 2 |
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| | Condensed Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2026 and 2025 (Unaudited) | | 3 |
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| | Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months and Six Months Ended June 30, 2026 and 2025 (Unaudited) | | 4 |
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| | Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited) | | 5 |
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| | Notes to Unaudited Condensed Consolidated Financial Statements | | 6 |
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Item 2 | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 39 |
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Item 3 | | Quantitative and Qualitative Disclosures about Market Risk | | 54 |
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Item 4 | | Controls and Procedures | | 54 |
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Part II | | Other Information | | 55 |
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Item 1 | | Legal Proceedings | | 55 |
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Item 1A | | Risk Factors | | 55 |
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Item 2 | | Unregistered Sales of Equity Securities and Use of Proceeds | | 55 |
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Item 3 | | Defaults Upon Senior Securities | | 55 |
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Item 4 | | Mine Safety Disclosures | | 55 |
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Item 5 | | Other Information | | 56 |
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Item 6 | | Exhibits | | 57 |
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Signatures | | 59 | ||
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CHEETAH NET SUPPLY CHAIN SERVICE INC.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CHEETAH NET SUPPLY CHAIN SERVICE INC.
CONSOLIDATED BALANCE SHEETS
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| | June 30, | | December 31, | ||
| | 2026 | | 2025* | ||
ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents | | $ | | | $ | |
Accounts receivable, net | |
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Loan receivable | | | | | | |
Other receivables, net | |
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Prepaid expenses and other current assets | |
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Receivable from withdrawal of investment deposit | | | | | | — |
TOTAL CURRENT ASSETS | | | | | | |
NONCURRENT ASSETS: | | | | | | |
Property, plant, and equipment, net | | | | | | |
Operating lease right-of-use assets | |
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Intangibles, net | | | | | | |
Goodwill | | | | | | |
Contingent consideration asset | | | | | | — |
TOTAL NONCURRENT ASSETS | | | | | | |
TOTAL ASSETS | | $ | | | $ | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | |
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CURRENT LIABILITIES: | |
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Accounts payable | | $ | | | $ | |
Current portion of long-term debt | |
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Loans payable from premium finance | |
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Due to a related party | | | | | | |
Operating lease liabilities, current | |
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Accrued liabilities and other current liabilities | | | | | | |
TOTAL CURRENT LIABILITIES | |
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NONCURRENT LIABILITIES: | | | | | | |
Long-term debt, net of current portion | |
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Operating lease liabilities, net of current portion | |
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TOTAL NONCURRENT LIABILITIES | | | | | | |
TOTAL LIABILITIES | | $ | | | $ | |
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COMMITMENTS AND CONTINGENCIES | |
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| — |
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STOCKHOLDERS’ EQUITY | |
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Common stock, $ | |
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Class A common stock, $ | |
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Class B common stock, $ | | | | | | — |
Additional paid-in capital | |
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Accumulated deficit | | | ( | | | ( |
TOTAL STOCKHOLDERS’ EQUITY | |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | | | $ | |
*
The accompanying notes are an integral part of these consolidated financial statements.
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CHEETAH NET SUPPLY CHAIN SERVICE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
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| | For the Three Months Ended June 30, | | For the Six Months Ended June 30, | ||||||||
| | 2026 | | 2025* | | 2026 | | 2025* | ||||
| | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | ||||
REVENUE | | $ | | | $ | | | $ | | | $ | |
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COST OF REVENUE | |
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GROSS PROFIT | |
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OPERATING EXPENSES | |
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General and administrative expenses | |
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Share-based compensation expenses | | | | | | | | | | | | |
TOTAL OPERATING EXPENSES | |
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LOSS FROM OPERATIONS | |
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OTHER INCOME (EXPENSES) | |
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Interest income | | | | | | | |
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Interest expenses | | | ( | | | ( | |
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Loss on disposal of Edward | | | ( | | | — | | | ( | | | — |
Other income | | | | | | | | | | | | |
OTHER INCOME, NET | | | | | | | | | | | | |
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INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | |
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Income tax | |
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INCOME (LOSS) FROM CONTINUING OPERATIONS | | | | | | ( | | | ( | | | ( |
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LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX | | | — | | | — | | | — | | | — |
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NET INCOME (LOSS) | | $ | | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
Income (loss) from continuing operations per ordinary share - basic and diluted | | $ | | | $ | ( | | $ | ( | | $ | ( |
Income (loss) from discontinued operations per ordinary share - basic and diluted | | $ | | | $ | | | $ | | | $ | |
Earnings (loss) per share - basic and diluted | | $ | | | $ | ( | | $ | ( | | $ | ( |
Weighted average shares - basic and diluted | |
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*
The accompanying notes are an integral part of these consolidated financial statements.
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CHEETAH NET SUPPLY CHAIN SERVICE INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
| | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock* | | | | | | | | | | | | | ||||||||
| | Class A | | | | | Class B | | | | | Additional | | | | | | | Total | |||
| | Common | | | | | Common | | | | | paid-in | | Subscription | | Accumulated | | Stockholders’ | ||||
| | stock | | Amount | | stock | | Amount | | capital | | Receivable | | Deficit | | Equity | ||||||
Balance, December 31, 2025* |
| | | $ | |
| | | $ | — | | $ | | | $ | — | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | | | | |
Share-based compensation expenses | | — | | | — | | — | | | — | | | | | | — | | | — | | | |
Issuance of common stock in private placement, net of offering costs | | | | | | | — | | | — | | | | | | — | | | — | | | |
Net loss from continuing operations for the period | | — | | | — | | — | | | — | | | — | | | — | | | ( | | | ( |
Balance, March 31, 2026 | | | | $ | | | | | $ | — | | $ | | | $ | — | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | | | | |
Share-based compensation expenses | | — | | | — | | — | | | — | | | | | | — | | | — | | | |
Issuance of common stock under ATM offering | | | | | | | — | | | — | | | | | | — | | | — | | | |
Issuance of Class B common stock pursuant to stock subscription | | — | | | — | | | | | | | | | | | — | | | — | | | |
Fraction shares issued due to reverse stock split | | | | | — | | — | | | — | | | — | | | — | | | — | | | — |
Net loss from continuing operations for the period | | — | | | — | | — | | | — | | | — | | | — | | | | | | |
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Balance, June 30, 2026 |
| | | $ | | | | | $ | | | $ | | | $ | — | | $ | ( | | $ | |
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| | Common Stock* | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | | | | | | | | | |
| | Class A | | | | | Class B | | | | | Additional | | | | | Retained Earnings | | Total | |||
| | Common | | | | | Common | | | | | paid-in | | Subscription | | (Accumulated | | Stockholders’ | ||||
| | stock | | Amount | | stock | | Amount | | capital | | Receivable | | Deficit) | | Equity | ||||||
Balance, December 31, 2024* |
| | | $ | | | | | $ | — | | $ | | | $ | — | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | | | | |
Share-based compensation expenses | | — | | | — | | — | | | — | | | | | | — | | | — | | | |
Net loss from continuing operations for the period | | — | | | — | | — | | | — | | | — | | | — | | | ( | | | ( |
| | | | | | | | | | | | | | | | | | | | | | |
Balance, March 31, 2025* | | | | $ | | | | | $ | — | | $ | | | $ | — | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Share-based compensation expenses | | — | | | — | | — | | | — | | | | | | — | | | — | | | |
Net loss from continuing operations for the period | | — | | | — | | — | | | — | | | — | | | — | | | ( | | | ( |
| | | | | | | | | | | | | | | | | | | | | | |
Balance, June 30, 2025* |
| | | $ | | | | | $ | — | | $ | | | $ | — | | $ | ( | | $ | |
*
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CHEETAH NET SUPPLY CHAIN SERVICE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
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| | For the Six Months Ended | ||||
| | June 30, | ||||
| | 2026 | | 2025 | ||
| | (Unaudited) | | (Unaudited) | ||
Cash flows from operating activities: |
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Net Loss | | $ | ( | | $ | ( |
Adjustments to reconcile net income to net cash provided by operating activities: | |
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Depreciation | | | | | | |
Loss on disposal of Edward | | | | | | — |
Amortization of operating lease right-of-use assets | |
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Amortization of intangible assets | | | | | | |
Share-based compensation expenses | | | | | | |
Changes in operating assets and liabilities: | |
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Accounts receivable | |
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Other receivables | |
| | | | ( |
Due to a related party | | | | | | — |
Prepaid expenses and other current assets | |
| ( | | | |
Accounts payable | |
| ( | | | — |
Other payables and other current liabilities | |
| ( | | | |
Operating lease liabilities | |
| ( | | | ( |
Cash used in operating activities-continuing operations | | | ( | | | ( |
Cash provided by operating activities-discontinued operations | | | | | | |
Net cash provided by operating activities | |
| ( | | | |
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Cash flows from investing activities: | | | | | | |
Acquisition of business, net of cash acquired | | | ( | | | — |
Cash used in disposal of Edward | | | ( | | | — |
Investment | | | ( | | | — |
Loans made to third parties | | | ( | | | ( |
Loans repayment received from third parties | | | | | | |
Cash used in investing activities-continuing operations | | | ( | | | ( |
Net cash used in investing activities | | | ( | | | ( |
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Cash flows from financing activities: | |
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Proceeds from PIPE | | | | | | — |
Proceeds from issuance of common stock under ATM offering | | | | | | — |
Issuance of Class B common stock pursuant to stock subscription | | | | | | — |
Repayments of premium finance | | | ( | | | ( |
Repayments of long-term borrowings | | | ( | | | ( |
Cash (used in) provided by financing activities-continuing operations | |
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| ( |
Net cash (used in) provided by financing activities | |
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Net (decrease) increase in cash | |
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Cash, beginning of period | |
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Cash, end of period | | | | | | |
Less cash and cash equivalents of discontinued operations | | | — | | | — |
Cash of continuing operations | | $ | | | $ | |
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Supplemental cash flow information | |
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Cash paid for income taxes | | $ | | | $ | |
Cash paid for interests | | $ | | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CHEETAH NET SUPPLY CHAIN SERVICE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION
Cheetah Net Supply Chain Service Inc. (“Cheetah Net” or the “Company”), formerly known as Yuan Qiu Business Group LLC, was established under the laws of the State of North Carolina on August 9, 2016 as a limited liability company (“LLC”). On March 1, 2022, the Company filed articles of incorporation including articles of conversion with the Secretary of State of the State of North Carolina to convert from an LLC to a corporation, and changed its name to Cheetah Net Supply Chain Service Inc. On February 2, 2026, the Company converted from a corporation organized under the laws of the State of North Carolina into a corporation organized under the laws of the State of Delaware pursuant to a plan of conversion approved by the Company’s stockholders. The conversion constituted a continuation of the Company’s existence and did not result in any change to the Company’s business, assets, liabilities or outstanding shares of common stock. The Company holds
| ● | (i) Allen-Boy International LLC (“Allen-Boy”), an LLC organized on August 31, 2016 under the laws of the State of Delaware, which was acquired by Cheetah Net from Yingchang Yuan, the previous owner of Allen-Boy who beneficially owns |
| ● | (ii) Entour Solutions LLC (“Entour”), an LLC organized on April 8, 2021 under the laws of the State of New York, which was acquired by Cheetah Net from Daihan Ding, the previous owner of Entour, for a total consideration of $ |
| ● | (iii) TW & EW Services Inc. (“TWEW”), a corporation incorporated on February 27, 2020 under the laws of the State of California, whose previous shareholders and owners transferred all their rights, titles, and interests in and to all of the issued and outstanding equity interests of TWEW to Cheetah Net for a total consideration of $ |
| ● | (iv) NexTrade International LLC (“NexTrade”), a limited liability company organized on September 13, 2024 under the laws of the State of Delaware. NexTrade holds |
| ● | (v) Cheetah Net Supply Chain Service Ltd (“Cheetah BVI”), a corporation incorporated on March 28, 2025 under the laws of the British Virgin Islands. As of the date of this report, Cheetah BVI is not engaged in any business operations. |
| ● | (vi) Super International Trading Limited (“Super International”), a private limited company incorporated under the laws of Hong Kong, which was acquired by Cheetah Net from Mr. Leyan Yang, the sole shareholder of Super International, for a total consideration of $ |
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On September 30, 2024, the Company’s stockholders approved its fourth amended and restated articles of incorporation, which authorizes a reverse stock split of the issued shares of its Common Stock, par value $
On March 23, 2026, the Company’s board of directors approved a reverse stock split of the Company’s Common Stock at a ratio of 1-for-200. To implement the reverse stock split, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware on March 24, 2026. The reverse stock split became effective at 8:00 a.m., Eastern Time, on April 20, 2026. Following such reverse stock split, every 200 shares of the Company’s Common Stock outstanding were automatically combined into one new share of common stock.
All share information included in this report has been retrospectively adjusted to reflect the aforementioned reverse stock splits as if it had occurred as of the earliest period presented.
Discontinued operations - Parallel-import Vehicles
The Company previously engaged in the business of sourcing and reselling parallel-import vehicles, primarily from the U.S. market to dealers in the U.S. and the PRC. 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. In the past, this business contributed significantly to the Company’s revenue. Between 2016 and the first half of 2022, the Company experienced growth in sales volume and gross profit due to favorable market conditions. However, beginning in the second half of 2022, the business was negatively affected by the impact of the COVID-19 pandemic and related lockdowns in the PRC, 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 electric vehicles (“EVs”).
These market challenges led to a decline in parallel-import vehicle sales by
As the parallel-import vehicle market conditions continued to deteriorate and sales activity in this segment ceased, management determined that the business no longer had a sustainable path forward. On March 3, 2025, the board of directors formally approved the discontinuation of the parallel-import vehicle business. In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, the Company 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 6-Discontinued Operations.
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Logistics and Warehousing Services
The Company’s disposed subsidiary, Edward Transit Express Group, Inc. (“Edward”), operates as a licensed Non-Vessel Operating Common Carrier. It manages freight forwarding, including shipment consolidation and carrier selection, aimed at optimizing shipping operations. Edward also provides warehousing services encompassing fulfillment, storage, and inventory management, crucial for supporting both the Company’s operations and its clients’ logistics needs. On April 1, 2026, the Company completed the disposition of Edward pursuant to a Stock Purchase Agreement dated March 25, 2026.
The Company’s subsidiary, TWEW, specializes in general labor support services and logistics coordination, providing workforce solutions and operational efficiency tools tailored to the logistics and labor sectors. TWEW’s expertise in labor management and logistical support enables the Company to streamline operations, expand its service offerings, and enhance its market position. Management continues to focus on improving operational efficiencies and expanding its market presence in the logistics and warehousing sectors.
International Trading
The Company’s subsidiary, Super International, is primarily engaged in the procurement and sale of excavators and other construction machinery. Super International operates purchases equipment from suppliers and resells the equipment to export-oriented trading customers based on customer demand. The addition of this business expands the Company’s service offerings and complements its existing logistics and warehousing operations by creating potential opportunities for integrated equipment trading, transportation, and warehousing services.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the U.S. (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The accompanying consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. As a U.S.-based company operating globally and transacting solely in United States Dollars (USD), both the Company’s presentation and functional currencies are the USD. This uniformity simplifies the Company’s financial reporting process and ensures clarity in its financial transactions. The Company’s financial statements, therefore, are presented in USD, in compliance with U.S. GAAP requirements, and provide transparent and straightforward financial information to the Company’s stockholders.
Use of estimates
In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, allowance credit losses of accounts receivables and loan receivables from third parties, the revenue recognition, impairment of long-lived assets, and the realization of deferred tax assets. Actual results could differ from those estimates.
Going Concern Consideration
The Company’s consolidated financial statements are prepared assuming that the Company will continue as a going concern.
The Company reported a net loss of approximately $
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As of June 30, 2026, the Company had cash and cash equivalents of approximately $
Management has evaluated the Company’s ability to continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements – Going Concern. This evaluation considered the Company’s current financial condition, expected cash flows, obligations due within the next 12 months, and available sources of liquidity.
While management understands that the ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations, management has concluded that there are no conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance date of these consolidated financial statements. Accordingly, the Company’s consolidated financial statements as of June 30, 2026 have been prepared on a going concern basis.
Risks and uncertainties
The Company is undergoing a transformation of its business model. As a company located in the U.S. and doing business with the PRC and other international markets, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the U.S., the PRC, and other jurisdictions in which it operates, as well as by the general state of the relevant economies. The Company’s results may be adversely affected by changes in political, regulatory, trade, tariff, and social conditions in these jurisdictions.
Risks and uncertainties related to the Company’s business include, but are not limited to, the following:
| ● | The business shift from parallel-import vehicle sales to logistics and warehousing services and international trading may depend on factors relating to the business environment, operational management, market expansion, and the successful integration of newly acquired businesses; |
| ● | Government policies relating to ocean freight, international trade, tariffs, import and export controls, and customs requirements may reduce market demand for the Company’s freight, logistics, warehousing, and international trading businesses, increase operating costs, or otherwise negatively affect the Company’s business and growth prospects; |
| ● | The Company’s logistics and warehousing and international trading businesses depend significantly on a limited number of customers and third-party transportation, labor, equipment supply, and other service providers; |
| ● | Any adverse change in political relations between the PRC and the U.S., including ongoing trade conflicts between the U.S. and the PRC, may negatively affect the Company’s business; and |
| ● | Competition in the logistics, warehousing, and international trading industries, based on factors such as service quality, speed, reliability, product availability, and pricing, may limit the Company’s ability to expand its non-vehicle logistics, warehousing, and international trading revenue. The Company’s success in these areas will depend on its ability to develop and scale an effective salesforce, maintain relationships with suppliers and customers, and effectively market its services and products in the U.S., the PRC, and other international markets. |
The Company’s business, financial condition, and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics, and other catastrophic incidents, which could significantly disrupt the Company’s operations.
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Cash and cash equivalents
Cash and cash equivalents consist of cash in bank and interest-bearing certificates of deposit with an initial term of three months when purchased. As of June 30, 2026 and December 31, 2025, all cash and cash equivalents were related to continuing operations.
| | | | | | |
| | June 30, | | December 31, | ||
|
| 2026 | | 2025 | ||
Cash held in Current Accounts | | $ | | | $ | |
Total cash and cash equivalents shown in the statements of cash flows | | $ | | | $ | |
Accounts receivable, net
Accounts receivable represent the amounts that the Company has an unconditional right to consideration, which are stated at the original amount less an allowance of credit loss, in accordance with the Current Expected Credit Loss (“CECL”) model under ASC 326. The Company estimates expected credit losses based on a combination of historical loss experience, customer creditworthiness, current economic conditions, and reasonable and supportable forward-looking information. The allowance for credit losses is updated at each reporting period to reflect changes in credit risk. The allowance for credit losses is recorded against accounts receivable balances, with a corresponding charge to the consolidated statements of operations. Delinquent account balances are written off against the allowance when management determines that collection is remote. If previously written-off receivables are subsequently recovered, the Company records a reversal of the allowance for credit losses.
During the six months ended June 30, 2026 and 2025,
Inventory
Inventories primarily consist of construction machinery and related equipment purchased for resale. Inventories are stated at the lower of cost and net realizable value. Cost is determined using the specific identification method and includes the purchase price and other costs directly attributable to bringing the inventories to their present location and condition.
Net realizable value represents the estimated selling price in the ordinary course of business, less reasonably predictable costs. The Company evaluates inventories at each reporting date for indicators that their net realizable value may be below cost, including physical damage, obsolescence, changes in market demand, changes in estimated selling prices, and slow-moving inventory. Any write-down to net realizable value is recognized in cost of revenues in the period in which the decline occurs.
Loan receivable
The Company’s loans receivable, which consist of loans to third parties, are recognized at the point of loan disbursement, initially measured at fair value, primarily reflecting the disbursed amount and associated transaction costs. Both secured and unsecured lending are encompassed in these receivables, with terms including varying interest rates and maturity dates. Subsequently, these receivables are measured at amortized cost using the effective interest method, which ensures the accurate recognition of interest income over the loan period. The interest rates for these loans may be subject to change based on the terms of loan agreements. Periodic reviews of the loan portfolio are conducted to assess for impairment, utilizing the expected credit loss model. This approach considers historical credit loss experience, current conditions, and reasonable forecasts in estimating potential credit losses. As of June 30, 2026 and December 31, 2025,
Receivable from withdrawal of investment deposit
A receivable from withdrawal of investment deposit is recognized when the underlying investment arrangement has been terminated, the Company no longer holds an ownership interest in the investee, and the counterparty has a contractual obligation to refund the Company’s capital contribution. The receivable is initially recognized at the amount contractually refundable to the Company and is subsequently measured at amortized cost, net of an allowance for expected credit losses, if any.
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The Company evaluates the receivable for expected credit losses in accordance with ASC 326, Financial Instruments—Credit Losses, based on the counterparty’s repayment capacity, the contractual repayment terms, expected sources of repayment, subsequent collections, and other relevant facts and circumstances.
As of June 30, 2026, the Company recorded a receivable from withdrawal of investment deposit of RMB
Based on the Company’s assessment,
Property, plant, and equipment, net
Property, plant, and equipment, net are stated at cost less accumulated depreciation and impairment charges. Depreciation is calculated primarily based on the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the assets:
Property, plant, and equipment | | Estimated useful life |
Motor vehicles | | |
Leasehold improvements | |
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expenses as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized.
Intangible assets, net
The Company recorded intangible assets with the acquisitions of TWEW during the fourth quarter of 2024 (see Note 9- Intangible Asset and Goodwill). Intangible assets consist of customer relationships, which are amortized on a straight-line basis or over their respective useful lives using patterns that reflect the economic benefits the assets are expected to realize. The Company reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
Amortization of intangible assets is computed using the straight-line method over the estimated useful lives as below:
Intangible assets | | Estimated useful life |
|
Customer relationships | | |
The estimated useful lives of intangible assets with finite lives are reassessed if circumstances occur that indicate the original estimated useful lives have changed.
The Company did
Fair value of financial instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of input used to measure fair value are as follows:
| ● | Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data. |
| ● | Level 3 — inputs to the valuation methodology are unobservable. |
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Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, loans receivable, loans payable, and other payables and other current liabilities, approximated the fair value of the respective assets and liabilities as of June 30, 2026 and December 31, 2025 based upon the short-term nature of the assets and liabilities.
The Company applied level 3 to obtain the fair value of intangible assets and goodwill. See NOTE 9 — Intangible Asset and Goodwill.
The Company believes that the carrying amount of long-term loans approximated fair value as of June 30, 2026 and December 31, 2025 based on the terms of the borrowings and current market rates as the rates of the borrowings are reflective of the current market rates.
Leases
The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 842, Leases (“Topic 842”). The Company leases office space, which is classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases, usually with an initial term of 12 months or less) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.
At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The ROU asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All ROU assets are reviewed for impairment annually. There was
Contingent consideration asset
A contingent consideration asset is the acquirer’s contractual right to receive cash or other assets from the former owners of an acquiree if specified future events occur or conditions are met. The Company recognizes contingent consideration assets arising from business combinations in accordance with ASC 805, Business Combinations (“ASC 805”). The Company recognizes the acquisition-date fair value of such rights as part of the consideration transferred in exchange for the acquiree (ASC 805-30-25-5), and measures the right to receive cash on the same basis as a financial asset (ASC 805-30-25-7). Contingent consideration assets are presented as non-current assets on the consolidated balance sheet, separately from goodwill.
Goodwill
The Company records goodwill as the excess of the consideration transferred over the fair value of net assets acquired in business combinations. Goodwill is tested for impairment at the reporting unit level, which is an operating segment, or one level below. The Company has
The review of goodwill impairment consists of either using a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a one-step quantitative impairment test. In performing the qualitative assessment, the Company considers many factors in evaluating whether the carrying value of goodwill may not be recoverable, including declines in the Company’s stock price and market capitalization of the Company and macroeconomic conditions. If, based on the results of the qualitative assessment, it is concluded that it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, additional quantitative impairment testing is performed. The quantitative test requires that the carrying value of each reporting unit be compared with its estimated fair value. If the carrying value of a reporting unit is greater than its fair value, a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill). The Company uses the income approach and/or a market-based approach to determine the reporting units’ fair values, which are based on discounted cash flows. The determination of discounted cash flows of the reporting units and assets and liabilities within the reporting units requires significant estimates and assumptions. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.
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Impairment of long-lived assets
The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If an impairment indicator is present, the Company evaluates recoverability by comparing the carrying amount of the asset group to the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group. If the assets are impaired, an impairment loss is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. The Company estimates fair value using the expected future cash flows discounted at a rate consistent with the risks associated with the recovery of the asset.
For the six months ended June 30, 2026 and 2025, the Company did
Revenue recognition
ASC 606 establishes principles for reporting information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Under the new guidance, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the new guidance requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.
The Company generated revenues from freight forwarding services provided by Edward and general labor and logistics provided by TWEW to corporate and retail clients, including transportation, cargo warehousing, freight forwarding, labor service, and cargo loading and unloading, and international trading services provided through Cheetah and Super International, primarily involving the purchase and resale of construction machinery to trading and export customers.
Revenue for freight forwarding services, both export and import, is recognized when the services are provided. The Company’s role as the principal in these services involves managing the process up to the point where control is transferred based on contractual terms, 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. Across all operations, the Company maintains a principal position, controlling the goods and services, bearing inventory and pricing risks, and fulfilling performance obligations directly. Each contract is typically structured with a single performance obligation without allowances for returns or sales incentives. There were no provisions for sales return allowances based on historical experiences of no returns. Following the disposal of Edward on April 1, 2026, the Company ceased its freight forwarding operations conducted through Edward.
Revenue from general labor and logistics services, provided through TWEW, is recognized upon services rendered, based on verified labor hours or project milestones outlined in client agreements, with billing tied to predefined service rates (e.g., per-hour fees or fixed-scope pricing). The Company recognize revenue on a gross basis as the principal service provider, reflecting its contractual obligation to deliver labor solutions to clients, despite outsourcing workforce operations to third parties. Contracts generally consist of a single performance obligation (supplying labor resources), with revenue measured at the transaction price agreed upon in service agreements. No provisions for returns or sales incentives are included, as historical experience indicates no material rights of return or refunds.
Revenue from international trading, provided through Cheetah and Super International, is recognized at a point in time when control of construction machinery transfers to trading and export customers, generally upon pickup at the Company’s designated warehouse under EXW terms. The Company acts as the principal in these transactions, taking legal title to and bearing inventory risk on equipment purchased from suppliers prior to resale, and therefore recognizes revenue on a gross basis. Each contract represents a single performance obligation, with a fixed transaction price and no provisions for sales returns based on historical experience.
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Disaggregation of Revenue
The Company disaggregates its revenue by geographic areas, as the Company believes it best depicts how the nature, amount, timing, and uncertainty of the revenue and cash flows are affected by economic factors.
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
U.S. domestic market | | $ | — | | $ | | | $ | | | $ | |
Overseas market | |
| | | | | |
| | |
| |
Total revenue | | $ | | | $ | | | $ | | | $ | |
For the three months ended June 30, 2026, the Company’s total revenue from continuing operations was $
For the six months ended June 30, 2026, total revenue from continuing operations was $
Cost of Revenues
Logistics and Warehousing Segment
Cost of logistics and warehousing service revenue mainly includes the cost of freight and fulfillment expenses for freight forwarding services, while cost of labor services comprises payments to third parties for outsourced workforce provisioning, including bundled recruitment, training, and payroll processing. Cost recognition aligns with service delivery progress, validated through subcontractor utilization reports and client acceptance documentation.
International Trading Segment
Cost of international trading revenue mainly includes the purchase cost of construction machinery acquired from suppliers, together with related inbound freight and handling charges incurred prior to resale. Cost is recognized in the same period as the related revenue, upon transfer of control of the equipment to the customer.
General and Administration Expenses
The Company’s general and administrative expenses for the continuing operations primarily include employee salaries and benefits, depreciation and amortization, office lease expenses, travelling and entertainment expenses, legal and consulting fees, insurance and other miscellaneous administrative expenses. For the three and six months ended June 30, 2026, general and administration expenses for the continuing operations were $
Share-based Compensation
The Company has adopted its Amended and Restated 2024 Stock Incentive Plan (the “Plan”), for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Company’s operations. Shareholders, directors, and employees of the Company receive remuneration in the form of share-based awards including option, restricted stock, restricted stock unit, dividend equivalent, or other awards that are permitted under the Plan, whereby the recipients render services as consideration for such share-based compensation.
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The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes the cost over the period during which the employee is required to provide service in exchange for the award, which generally is the vesting period. The amount of cost recognized is adjusted to reflect any expected forfeitures prior to vesting. The fair value of stock award is measured at grant date’s per share closing price of the Company’s common stock, and the fair value of option is measured at grant date using the Black-Scholes pricing model, taking into account the terms and conditions upon which the share-based awards are granted. Where the employees have to meet vesting conditions before becoming unconditionally entitled to the share-based awards, the total estimated fair value of the share-based awards is spread over the vesting period, taking into account the probability that the share-based awards will vest, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date.
Income Taxes
The Company accounts for income taxes under the asset and liability method, recognizing deferred tax assets and liabilities based on temporary differences between financial statement and tax bases of assets and liabilities, using enacted tax rates expected to apply when these differences reverse. The impact of tax rate changes is recorded in the period of enactment.
The Company assesses deferred tax assets to determine whether they are realizable. As of June 30, 2026, the Company recorded a full valuation allowance against deferred tax assets, as it has generated a
The Company records uncertain tax positions in accordance with ASC 740, using a two-step process to determine whether tax positions will be sustained. The Company has concluded that there are
The Company is not subject to the Section 163(j) interest expense limitation, as it qualifies for an exception due to floor plan financing indebtedness.
The Company monitors tax law changes and has determined that no recent changes materially impact the financial statements.
The Company and its U.S. operating subsidiaries are subject to U.S. federal and state income tax laws. Prior to the corporate conversion in 2022, the Company was organized as a limited liability company (“LLC”) and elected to be treated as a corporation for U.S. federal income tax purposes from the tax year ended December 31, 2020.
As of June 30, 2026, the Company’s consolidated income tax returns for the tax years ended December 31, 2022 through December 31, 2025 remained open for statutory examination by U.S. tax authorities.
(Loss) Earnings per share
The Company computes (loss) earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the six months ended June 30, 2026 and 2025, there were
| | | | | | | | | |
| | June 30, 2026 | |||||||
| | Loss | | Share | | Per share amount | |||
Basic and diluted EPS |
| | |
| | |
| | |
Loss from continuing operations per ordinary share | | $ | ( |
| | | | $ | ( |
Loss from discontinued operations per ordinary share | |
| — |
| | | |
| |
Loss from operations per ordinary share | | $ | ( | | | — | | $ | ( |
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| | | | | | | | | |
| | June 30, 2025 | |||||||
| | Loss | | Share | | Per share amount | |||
Basic and diluted EPS |
| | |
| | |
| | |
Loss from continuing operations per ordinary share | | $ | ( |
| | | | $ | ( |
Loss from discontinued operations per ordinary share | |
| — |
| | | |
| |
Loss from operations per ordinary share | | $ | ( | | | — | | $ | ( |
Related parties and transactions
The Company identifies related parties, and accounts for and discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards.
Parties, which can be a corporation or individual, are considered related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Corporations are also considered to be related if they are subject to common control or common significant influence.
Transactions between related parties commonly occurring in the normal course of business are considered to be related party transactions. Transactions between related parties are also considered to be related party transactions even though they may not be given accounting recognition.
Segment reporting
The Company uses the management approach in determining reportable operating segments, consistent with ASC 280-10-05. The management approach considers the internal reporting used by the Company’s chief operating decision maker (CODM), who is the Chief Executive Officer, for making operating decisions about the allocation of resources of the segment and the assessment of its performance in determining the Company’s reportable operating segments. Following the discontinuation of the parallel-import vehicles business, during 2025, the Company reported a single reportable segment on logistics and warehousing services. During the second quarter of 2026, following the May 27, 2026 acquisition of Super International (see Note 9), the Company began managing and evaluating its operations through
Segment operating performance is evaluated based on segment revenue and significant segment expenses, which include cost of revenues, general and administrative expenses, impairment loss expenses, and share-based compensation expenses, as these measures are regularly provided to the CODM. Segment profitability generally aligns with operating income at the consolidated level, except for corporate-level items that are not allocated to either segment. There are no inter-segment revenues or expenses between the
The Company also evaluates segment-level revenue and other items regularly provided to the CODM and discloses these in the accompanying segment footnote. As of June 30, 2026, certain customers of the Company’s international trading segment accounted for a substantial portion of the Company’s consolidated total revenues, exceeding the 10% threshold under ASC 280-10-50-22. See Note 17 - SEGMENT REPORTING.
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Recent accounting pronouncements
Recently issued accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. This guidance will be applied either prospectively or retrospectively. The Company is currently evaluating the impact from the adoption of this ASU on its consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient and accounting policy election to allow entities to measure expected credit losses on certain trade receivables and contract assets using a provision matrix approach. ASU 2025-05 is effective for annual periods beginning after December 15, 2025, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.
Recently issued accounting pronouncements adopted
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which aims to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and early adoption is permitted. The Company adopted ASU 2023-09 on January 1, 2025, on a prospective basis (see note 14). The adoption did not have a material impact on the consolidated financial statements and related disclosures.
Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on, or are unrelated to, its consolidated financial condition, results of operations, cash flows or disclosures.
NOTE 3 — LOAN RECEIVABLE
The Company had loans to generate interest income with third parties. As of June 30, 2026 and December 31, 2025, a breakdown of loan receivable was as follows:
| | | | | | |
| | June 30, 2026 | | December 31, 2025 | ||
Hongkong Sanyou Petroleum Co Limited (1) | | $ | | | $ | |
Asia Finance Investment Limited (2) | | | | | | |
Total loan receivable | | $ | | | $ | |
| (1) | On July 23, 2024, the Company entered an additional unsecured short-term loan of $ |
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On October 2, 2024 and October 28, 2024, the Company entered into
On November 20, 2024, the Company entered into a
On March 17, 2025, the Company entered into a
On March 17, 2026, the Company entered into a
On April 1, 2026, the Company entered into a
On April 23, 2026, the Company entered into a
On April 27, 2026, the Company entered into a
On May 14, 2026, the Company entered into a
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On May 21, 2026, the Company entered into a
| (2) | On August 16, 2024, the Company entered into a |
On October 24, 2024, the Company entered into a
On January 7, 2025, the Company entered into a
On March 18, 2025, the Company entered into a
On June 13, 2025, the Company entered into a one - year unsecured short - term loan agreement with Asia Finance Investment Limited for a principal amount of $
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On June 26, 2025, the Company entered into a one - year unsecured short - term loan agreement with Asia Finance Investment Limited for a principal amount of $
On May 11, 2026, the Company entered into a
On May 21, 2026, the Company entered into a
On June 26, 2026, the Company entered into a
During the six months ended June 30, 2026 and 2025, the Company evaluated the need for credit loss for loan receivable in accordance with the CECL model. In assessing the CECL, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical credit loss experience, adjusted for relevant factors impacting collectability and forward-looking information indicative of external market conditions.
Interest income for the three and six months ended June 30, 2026 was $
For the three and six months ended June 30, 2025, the Company recorded interest income of $
NOTE 4 — OTHER RECEIVABLES, NET
Other receivables consisted of the following:
| | | | | | |
| | June 30, 2026 | | December 31, 2025 | ||
Rent Deposit | | $ | | | $ | |
Interest Receivable(1) | | | | | | |
Others | | | | | | |
Total Other Receivables, net | | $ | | | $ | |
| (1) | Interest receivable primarily relates to accrued interest from loan agreements disclosed in Note 3- Loan Receivable. For further details on the loan arrangements generating these interest receivables, refer to Note 3. |
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NOTE 5 — RECEIVABLE FROM WITHDRAWAL OF INVESTMENT DEPOSIT
On January 6, 2026, Naiside (Shenzhen) International Trading Co., Ltd. (“Naiside”), a wholly owned subsidiary of NexTrade International LLC (“NexTrade”), entered into a partnership agreement (the “Partnership Agreement”) with Shanghai Kesheng Investment Management Co., Ltd. (“Shanghai Kesheng”), in its capacity as the general partner and executive partner of an investment fund in the PRC, pursuant to which Naiside participated in the fund as a limited partner. Pursuant to the Partnership Agreement, Naiside subscribed for a
On June 30, 2026, Naiside and Shanghai Kesheng entered into an agreement to terminate the Partnership Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, the parties agreed to immediately terminate the Partnership Agreement. Shanghai Kesheng agreed to return the full amount of RMB
On August 10, 2026, Naiside and Shanghai Kesheng entered into a first amendment to the Termination Agreement (the “First Amendment”) to establish the repayment arrangements, overdue interest, and liability for default. Pursuant to the First Amendment, Shanghai Kesheng is required to repay the full RMB
Following the execution of the Termination Agreement, the Company’s economic interest in the fund no longer represented an deposit on investment in the fund but instead represented a receivable from Shanghai Kesheng for the unconditional return of Naiside’s capital contribution. Accordingly, on June 30, 2026, the Company reclassified the balance from deposit on a long-term investment to a receivable measured at the U.S. dollar equivalent of RMB
The receivable is assessed for credit losses under ASC 326 (CECL) based on the Company’s assessment of Shanghai Kesheng’s credit risk, including its obligation under Article 5 of the First Amendment to safeguard the funds pending repayment. As of June 30, 2026, the Company had not recorded an allowance for credit losses. The Company will continue to monitor the credit risk associated with this receivable, including any deterioration in Shanghai Kesheng’s financial condition or failure to comply with the safeguarding covenant, and will record an allowance as required.
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NOTE 6 — DISCONTINUED OPERATIONS
On March 3, 2025, the Company’s board of directors approved the discontinuation of the Company’s parallel-import vehicles business authorizing the writing off of receivables, and winding down of operations in compliance with applicable legal and regulatory requirements. In accordance with ASC 205-20, Presentation of Financial Statements — Discontinued Operations, the Company 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.
Accounts Receivable, net
The Company’s parallel-import vehicle business was negatively impacted by deteriorating macroeconomic conditions since the second half of 2022. Several aged accounts receivable were concentrated among four long-term customers, who were in the process of business recovery. These receivables were partially backed by third-party guarantees, providing some assurance of collection. During the year ended December 31, 2024, the Company collected approximately $
The Company conducted an initial assessment of collectability and recognized a credit loss of $
Subsequently, the Company collected an additional $
Cash Flows from discontinued operations
| | | |
| | For the Six Months Ended | |
| | June 30, | |
| | 2025 | |
Cash flows from operating activities: |
| | |
Net loss | | $ | ( |
Less: Loss from discontinued operations, net of tax | |
| — |
Loss from continuing operations | |
| ( |
Cash used in operations-continuing operations | |
| ( |
Cash provided by operations-discontinued operations | |
| |
Net cash provided by operating activities | |
| |
| | | |
Cash flows from investing activities: | |
| |
Cash used in investing activities-continuing operations | |
| ( |
Net cash used in investing activities | |
| ( |
| | | |
Cash flows from financing activities: | |
| |
Cash provided by financing activities-continuing operations | |
| ( |
Cash used in financing activities-discontinued operations | |
| — |
Net cash used in discontinued financing activities | | $ | ( |
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NOTE 7 — PROPERTY, PLANT, AND EQUIPMENT, NET
Property, plant, and equipment, net consisted of the following:
| | | | | | | | |
| | Estimated Useful Life | | | | | | |
| | in Years | | June 30, 2026 | | December 31, 2025 | ||
Motor Vehicles | | | $ | | | $ | | |
Leasehold improvements* | | | | — | | | | |
Subtotal | | | | | | | | |
Less accumulated depreciation |
| |
| | ( | |
| ( |
Property, plant, and equipment, net |
| | | $ | | | $ | |
During the six months ended June 30, 2026 and 2025, the Company recorded deprecation of $
There was
*Leasehold improvements were related to Edward’s full steel manual gates, yard fence, and office roof upgrade.
NOTE 8 — LEASES
The Company leases office spaces from various third parties under non-cancelable operating leases, with terms ranging from
The Company determines whether a contract is or contains a lease at the inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
On July 19, 2024, the Company entered into a non-cancellable operating lease with an independent third party, Zina Development, LLC, for office space in Irvine, California, comprising approximately
On April 28, 2023, the Company entered a First Amendment to Lease Agreement (the “
The Company’s subsidiary, Edward, entered into a Second Amendment to Lease Agreement with its landlord on May 22, 2023, which amended a previous lease agreement and the first amendment between the parties, whereby Edward leases a warehouse from the landlord with an initial lease term from June 1, 2013 to July 31, 2018. The lease term was extended to July 31, 2023 by the first amendment. The second amendment further extended the lease to August 31, 2028.
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The Company entered into a lease arrangement beginning January 1, 2024. The lease initially ran month-to-month through August 31, 2024 and continued on a month-to-month basis thereafter. Both operating lease expenses and short-term lease expenses are recognized in general and administrative expenses. The components of lease expenses for the six months ended June 30, 2026 and 2025 were as follows:
| | | | | | | | | | | | |
| | For the Three Months Ended | | For the Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Lease expenses | | | | | | | | | | | | |
Operating lease expenses | | $ | | | $ | | | $ | | | $ | |
Short-term lease expenses | | | | | | | | | | | | |
Total lease expenses | | $ | | | $ | | | $ | | | $ | |
During the three and six months ended June 30, 2026, the Company incurred total operating lease expenses of $
During the three and six months ended June 30, 2025, the Company incurred total operating lease expenses of $
| | | | | | |
| | June 30, 2026 | | December 31, 2025 | ||
Right-of-use assets | | $ | | | $ | |
| | | | | | |
Operating lease liabilities – current | | $ | | | $ | |
Operating lease liabilities – non-current | | | | | | |
Total operating lease liabilities | | $ | | | $ | |
The weighted average remaining lease terms and discount rates for all operating leases were as follows for the six months ended June 30, 2026 and 2025:
| | | | | |
| | June 30, 2026 | | June 30, 2025 |
|
Remaining lease term and discount rate: | | | | | |
Weighted average remaining lease term (years) | | | | ||
Weighted average discount rate * | | | % | | % |
*The Company used weighted average incremental borrowing rate of
As of June 30, 2026, future maturities of lease liabilities were as follows:
| | | |
Fiscal Years | | Amount | |
2026 | | $ | |
2027 | | | |
Total lease payments | | | |
Less: imputed interest | | | ( |
Present value of lease liabilities | | $ | |
NOTE 9 — INTANGIBLE ASSET, CONTINGENT CONSIDERATION ASSET AND GOODWILL
1)Acquisition of Edward
On January 24, 2024, Cheetah Net entered into a Stock Purchase Agreement to acquire
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The purchase price was initially recorded on a preliminary basis as of February 2, 2024. The assets acquired and liabilities assumed were estimated based on management’s estimates, available information, and supportable assumptions that management considered reasonable. During the second quarter of 2024, the Company finalized the purchase price allocation. As a result, adjustments were made, particularly concerning the deferred tax liability related to intangible assets, which led to a corresponding adjustment in the value of goodwill. The final valuation of assets acquired and liabilities assumed was reflected in the financial statements as of December 31, 2024 and shown below.
| | | | | | | | | |
| | As of June 30, 2024 | | As of March 31, 2024 | | Change | |||
| | Finalized value | | Preliminary value | | Amount | |||
Acquired assets acquired and (liabilities): | | | | | | | | | |
Cash | | $ | | | $ | | | $ | — |
Accounts Receivable | | | | | | | | | — |
Other Current Assets | | | | | | | | | — |
Right-of-use Lease Asset | | | | | | | | | — |
Fixed Assets | | | | | | | | | — |
Developed Technology | | | | | | | | | — |
Customer Relationships | | | | | | | | | — |
Trade Names | | | | | | | | | — |
Goodwill | | | | | | | | | |
Other Noncurrent Assets | | | | | | | | | — |
Accounts Payable | | | ( | | | ( | | | — |
Accrued Expenses Payable | | | ( | | | ( | | | — |
Deferred Tax Liability | | | ( | | | — | | | ( |
Operating Lease Liability, Current | | | ( | | | ( | | | — |
Operating Lease Liability, Long Term | | | ( | | | ( | | | — |
Total Purchase Consideration | | $ | | | $ | | | $ | — |
The fair value of the accounts receivable, other assets, and liabilities assumed approximates their gross contractual amounts. The fair value of the fixed assets approximates its net carrying value as of the acquisition date. The fair values of intangible assets, including $
On April 1, 2026, the Company completed the disposition of Edward, a wholly owned subsidiary of the Company, pursuant to the Stock Purchase Agreement dated March 25, 2026. Upon completion of the disposition, the Company derecognized the assets and liabilities associated with Edward, including the remaining carrying amounts of the related intangible assets.
2)Acquisition of TWEW
On November 27, 2024, the Company entered into a Stock Purchase Agreement to acquire
| | | |
Acquired assets acquired and (liabilities): | | | |
Cash | | $ | |
Accounts Receivable | |
| |
Other Current Assets | |
| |
Customer Relationships | |
| |
Goodwill | |
| |
Deferred Tax Liability | |
| ( |
Short term loan payable | |
| ( |
Total Purchase Consideration | | $ | |
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3) Acquisition of Super International
On April 16, 2026, the Company entered into a Share Transfer Agreement with Leyan Yang, a non-U.S. individual, pursuant to which the Company agreed to acquire from the Transferor
| | | |
Acquired assets acquired and (liabilities): | |
| |
Cash |
| $ | |
Accounts Receivable | | | |
Contingent Consideration Asset | | | |
Goodwill | | | |
Accounts Payable | | | ( |
Total Purchase Consideration |
| $ | |
In the May 27, 2026 acquisition of Super International Trading Limited, the Company holds a contractual right to receive cash compensation from the Seller under the Performance Commitment (“PCP”) if the Target’s revenue falls below the contractual threshold in any of the three annual periods following the closing date. The Company is the recipient under this arrangement, and the right is recognized as a contingent consideration asset.
The contingent consideration asset is measured initially at its acquisition-date fair value of $
The Company remeasures the contingent consideration asset to fair value at each subsequent reporting period, with changes in fair value recognized in earnings in the period of change (ASC 805-30-35-1). No change in fair value has been recognized during the three or six months ended June 30, 2026, as the measurement assumptions have not changed materially since the acquisition date. The Company will continue to monitor the credit risk associated with this receivable each reporting period.
The acquisition-date fair value of the contingent consideration asset has been finalized at $
The Company recorded amortization of intangible assets with finite lives are computed using the straight-line method over the estimated useful lives as below:
| | |
Intangible Assets | | Estimated Useful Lives (month) |
Edward-Developed Technology | | |
Edward-Customer Relationships | | |
Edward-Trade Names | | |
TWEW-Customer Relationships | |
During the six months ended June 30, 2026 and 2025, the Company incurred accumulated amortization expenses of $
On April 1, 2026, the Company completed the disposition of Edward, a wholly owned subsidiary of the Company, pursuant to the Stock Purchase Agreement dated March 25, 2026. Upon completion of the disposition, the Company derecognized the assets and liabilities associated with Edward, including the remaining carrying amounts of the related intangible assets.
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Total future amortization expenses for finite-lived intangible assets were estimated as follows:
| | | |
2026 (from July 1, 2026 to December 31, 2026) | | | |
2027 |
| | |
2028 |
| | |
2029 |
| | |
Thereafter |
| | |
Total | | $ | |
NOTE 10 — PREMIUM FINANCE
On August 1, 2024, the Company entered into a premium finance agreement (the “Premium Finance Agreement”) with ETI Financial Corporation to finance the purchase of its directors and officers’ insurance. Pursuant to the Premium Finance Agreement, the Company borrowed $
On August 1, 2025, the Company renewed the Premium Finance Agreement with ETI Financial Corporation to finance the purchase of its directors’ and officers’ insurance for the new policy term. Under the renewed agreement, the Company borrowed $
Premium finance consisted of the following:
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Premium finance | | $ | — | | $ | |
Interest expenses incurred related to the Premium Finance Agreement were $
NOTE 11 — LONGTERM BORROWINGS
Long-term borrowings consisted of the following:
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Small Business Administration(1) | | $ | | | $ | |
Thread Capital Inc.(2) | | | | | | |
Total long-term borrowings | | $ | | | $ | |
| | | | | | |
Current portion of long-term borrowings | | $ | | | $ | |
| | | | | | |
Non-current portion of long-term borrowings | | $ | | | $ | |
| (1) | On May 24, 2020, the Company entered into a loan agreement with the U.S. Small Business Administration (the “SBA”), an agency of the U.S. Government, to borrow $ |
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The future maturities of the SBA loan as of June 30, 2026 were as follows:
| | | |
Fiscal Years | | Future repayment | |
2026 (from July 1, 2026 to December 31, 2026) | | | |
2027 | | | |
2028 | | | |
2029 | | | |
Thereafter | | | |
Total | | $ | |
(2) | On May 15, 2020, the Company entered into a loan agreement with Thread Capital Inc. (“Thread Capital”) to borrow $ |
The future maturities of the loan from Thread Capital as of June 30, 2026 were as follows:
| | | |
Fiscal Years | | Future repayment | |
2026 (from July 1, 2026 to December 31, 2026) |
| | |
2027 |
| | |
2028 |
| | |
2029 |
| | |
Thereafter |
| | |
Total | | $ | |
For the above-mentioned long-term borrowings, the Company recorded interest expenses of $
NOTE 12 — STOCK BASED COMPENSATION
On August 16, 2024, the Company’s board of directors approved the adoption of the Plan. Subsequently, on September 30, 2024, the Company’s stockholders approved the Plan. The Plan provides for the granting of share-based awards, including options, restricted stock, restricted stock units, dividend equivalents, and other awards to directors, employees, and consultants of the Company.
Vested shares
On September 30, 2024, the compensation committee of the Company’s board of directors approved the grant of
On September 30, 2025, the compensation committee of the Company’s board of directors approved the grant of
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On September 19, 2025, the compensation committee of the Company’s board of directors approved the grant of
| | | | | | |
| | | | | | Weighted |
| | Class A | | Class B | | Average Grant |
| | Common Stock | | Common Stock | | Date Fair Value |
| | Shares | | Shares | | Per Share (US$) |
Shares as of December 31, 2025 |
| |
| |
| |
Shares outstanding as of June 30, 2026 |
| |
| |
| |
Nonvested shares
On September 30, 2024, the compensation committee of the Company’s board of directors approved the grant of
A summary of the nonvested shares for the six months ended June 30, 2026 is as follows:
| | | | |
| | | | Weighted |
| | Number of | | Average Grant |
| | non-vested | | Date Fair Value |
| | Shares | | Per Share (US$) |
Outstanding as of December 31, 2025 |
| | | |
Outstanding as of June 30, 2026 |
| | | |
The fair value of vested and non-vested shares is determined by the market closing price of Class A common stock at the grant date. Accordingly, the Company recorded share-based compensation expenses of $
As of June 30, 2026, total unrecognized compensation cost relating to nonvested shares was $
NOTE 13 — RELATED PARTY TRANSACTIONS
| a. | Nature of relationship with related parties |
Name | | Relationship with Our Company |
Weishu Guo | | Legal representative of Nextrade |
| b. | Due to a related party |
The details of due to a related party are as below:
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Due to a related party | | $ | | | $ | |
Total due to a related party | | $ | | | $ | |
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NOTE 14 — INCOME TAXES
The Company and its operating subsidiaries in the United States are subject to federal and various state income taxes. The Company elected to file income taxes as a corporation instead of an LLC for the tax years ended December 31, 2020 through December 31, 2024.
(i) | Loss before Income tax expense |
| | | | | | |
| | | For the Six Months Ended | |||
| | | June 30, | |||
| | 2026 | | 2025 | ||
Loss from continuing operations before income taxes | | $ | ( | | $ | ( |
(ii) | The components of the income tax provision were as follows: |
| | | | | | |
| | For the Six Months Ended | ||||
| | June 30, | ||||
| | 2026 | | 2025 | ||
Current: |
| | | | | |
Federal | | $ | — | | $ | — |
State | | | | | | |
Total current income tax provision | | | | | | |
Deferred: | | | | | | |
Federal | | | — | | | — |
State | | | — | | | — |
Total deferred income tax expenses | | | — | | | — |
Adjustments related to prior year income taxes | | | — | | | |
Total income tax provision | | $ | | | $ | |
The consolidated statement of operations reflects income tax expense of approximately $
The consolidated statement of operations reflects income tax expense of approximately $
(iii) | Reconciliations of the statutory income tax rate to the effective income tax rate were as follows: |
| | | | | | | |
| | For the Six Months Ended |
| ||||
| | June 30, | | ||||
| | 2026 | | 2025 | | ||
Federal income tax at the statutory rate | | | | % | | | % |
State statutory tax rate |
| | | % | | | % |
Permanent Items |
| | | % | | ( | % |
Change in valuation allowance |
| | ( | % | | ( | % |
Other | | | | % | | — | % |
Effective tax rate | | | ( | % | | ( | % |
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(iv) | Deferred tax assets, net were composed of the following: |
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Deferred tax assets: |
| | | | | |
Net operating loss carry forwards | | $ | — | | $ | |
Tax attribute carryovers | | | | | | — |
Lease liability | | | | | | |
Others | | | | | | |
Total gross deferred tax assets | | | | | | |
| | | | | | |
Less valuation allowance | | | ( | | | ( |
Total deferred tax assets, net of valuation allowance | | | | | | |
| | | | | | |
Deferred tax liabilities: | | | | | | |
Intangible assets | | | ( | | | ( |
Unrealized gains on foreign exchange | | | ( | | | — |
Fixed assets | | | ( | | | — |
Right of use assets | | | ( | | | ( |
Total deferred tax liabilities | | | ( | | | ( |
| | | | | | |
Total deferred tax assets, net | | $ | | $ | ||
The Company assesses deferred tax assets to determine whether they are realizable. As of June 30, 2026 and December 31, 2025, the Company recorded a full valuation allowance against deferred tax assets, as it has generated a
The Company records uncertain tax positions in accordance with ASC 740, using a two-step process to determine whether tax positions will be sustained. The Company has concluded that there are
The Company was not previously subject to the interest expenses limitation under §163(j) of the U.S. Internal Revenue Code, due to the small business exemption. Its average annual gross receipts for the three tax years preceding 2022 do not exceed the relevant threshold amount ($
The Company monitors tax law changes and has determined that no recent changes materially impact the financial statements.
NOTE 15 — CONCENTRATIONS
Political and economic risk
The operations of the Company are in the U.S. and the Company’s primary market is in the PRC. Accordingly, 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 states of the U.S. and the PRC economy. The Company’s results may be adversely affected by changes in the political, regulatory, and social conditions in the U.S. and the PRC. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations, including its organization and structure disclosed in Note 1, such experience may not be indicative of future results.
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Credit risk
As of June 30, 2026 and 2025, all of the Company’s cash was on deposit at financial institutions in the U.S., which are insured by the Federal Deposit Insurance Corporation subject to certain limitations. The Company has not experienced any losses in such accounts.
The Company also closely monitors the collectability of its loan receivable, and
Concentrations
The Company has undergone a business transformation since the acquisition of Edward, which happened in February 2024 and TWEW in December 2024 (see also NOTE 9 — Intangible Asset and Goodwill). As of the date of this report, the Company’s logistics and warehousing business is still in its early development stage.
The Company has expanded into the construction machinery trading sector through its acquisition of Super International, which closed on May 27, 2026 (see also NOTE 9— Intangible Asset and Goodwill). As of the date of this report, Super International’s construction machinery trading operations are in their early growth stage, complementing the Company’s existing logistics and warehousing platform.
NOTE 16 — STOCKHOLDERS’ EQUITY
Common Stock
The Company was incorporated under the laws of the State of North Carolina on August 9, 2016 and was subsequently converted into a Delaware corporation. Pursuant to the Company’s Certificate of Incorporation, as amended, the total authorized number of shares of common stock, par value $
On March 23, 2026, the Company’s board of directors approved a reverse stock split of the Common Stock at a ratio of 1-for-200 (the “Reverse Stock Split”). To implement the Reverse Stock Split, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware on March 24, 2026. The Reverse Stock Split became effective at 8:00 a.m., Eastern Time, on April 20, 2026. At the effective time, every 200 shares of Common Stock outstanding were automatically combined into one new share of Common Stock.
On June 27, 2022, the Company entered into a subscription agreement with a group of investors (the “Investors”), whereby the Company agreed to sell, and the Investors agreed to purchase, up to
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On August 3, 2023, the Company closed its IPO of
On January 24, 2024, the Company entered into a stock purchase agreement with Edward and Juguang Zhang, Edward’s sole stockholder (the “Seller”). Pursuant to the stock purchase agreement, the Company agreed to acquire
On May 14, 2024, the Company entered into a placement agency agreement with AC Sunshine Securities LLC on a best-efforts basis relating to the Company’s public offering (the “May Offering”) of
On July 25, 2024, the Company entered into a securities purchase agreement with certain institutional investors for a follow-on offering of
On November 27, 2024, the Company entered into a stock purchase agreement with TWEW and its stockholders (the “TWEW Sellers”). Pursuant to the stock purchase agreement, the Company agreed to acquire
On February 12, 2026, the Company closed the previously disclosed private placement pursuant to certain stock purchase agreements dated January 27, 2026 with certain investors (the “Purchasers”) and issued an aggregate of
On March 31, 2026, the Company entered into a Sales Agreement (the “ACS Sales Agreement”) with AC Sunshine Securities LLC (the “Sales Agent”), acting as the Company’s sales agent, pursuant to which the Company could offer and sell, from time to time, to or through the Sales Agent shares of its Class A Common Stock having an aggregate offering price of up to $
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On June 26, 2026, the Company and the Sales Agent entered into a Mutual Termination Agreement, pursuant to which the parties mutually agreed to terminate the ACS Sales Agreement, effective as of the close of business on June 26, 2026. Prior to the effectiveness of the Reverse Stock Split, the Company sold an aggregate of
On June 15, 2026, the Company entered into a Securities Purchase Agreement with Huan Liu, the Company’s Chief Executive Officer, Interim Chief Financial Officer, director and Chairman of the Board of Directors (the “PIPE Purchaser”), pursuant to which the Company issued and sold to the PIPE Purchaser
As of June 30, 2026, there were
Reverse Stock Split
At a special stockholders’ meeting held on September 30, 2024, the Company’s stockholders approved the Company’s Fourth Amended and Restated Articles of Incorporation to authorize a reverse stock split of the issued and outstanding shares of the Company’s Common Stock at a ratio ranging from 1-for-10 to 1-for-30, as determined by the Company’s board of directors. Subsequently, on October 7, 2024, the Company’s board of directors approved a reverse stock split of the Company’s Common Stock at a ratio of 1-for-16 (the “2024 Reverse Stock Split”). To implement the 2024 Reverse Stock Split, the Company filed its Fourth Amended and Restated Articles of Incorporation with the Secretary of State of North Carolina on October 8, 2024. The 2024 Reverse Stock Split took effect on October 21, 2024. At the effective time, every 16 shares of the Company’s Common Stock outstanding were automatically combined into one new share of Common Stock. The Company’s Class A Common Stock began trading on the Nasdaq Capital Market on a split-adjusted basis on October 24, 2024.
On March 23, 2026, the Company’s board of directors approved a reverse stock split of the Company’s Common Stock at a ratio of 1-for-200 (the “2026 Reverse Stock Split”). To implement the 2026 Reverse Stock Split, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware on March 24, 2026. The 2026 Reverse Stock Split became effective at 8:00 a.m., Eastern Time, on April 20, 2026. At the effective time, every 200 shares of the Company’s Common Stock outstanding were automatically combined into one new share of Common Stock.
All share and per-share information included in this Quarterly Report on Form 10-Q has been retrospectively adjusted to reflect the 2024 Reverse Stock Split and the 2026 Reverse Stock Split as if each had occurred as of the earliest period presented.
NOTE 17 — SEGMENT REPORTING
The Company accounts for segment reporting in accordance with ASC 280, Segment Reporting. ASC 280 requires public companies to report financial and descriptive information about their reportable operating segments using the “management approach,” which is based on the internal financial information that the Company’s chief operating decision maker (“CODM”) regularly uses to allocate resources and assess segment performance. The Company’s CODM is its Chief Executive Officer.
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During the six months ended June 30, 2026, the Company completed the acquisition of Super International and optimized its internal management reporting framework. In connection with the expansion of the Company’s business entity structure, the Company reassessed its segment presentation and corrected its historical segment classification methodology. Historically, certain corporate overhead expenses related to public company governance, executive management and centralized administrative functions were incorrectly included within the Logistics and Warehousing Services segment. Such corporate-level costs are not attributable to any individual operating business and are not evaluated by the CODM when measuring segment operating performance or allocating segment resources.
Accordingly, the Company has revised its segment presentation to separate all corporate unallocated expenses from operating segment results, and has retrospectively restated all prior period segment data to conform to the current period presentation. The revised presentation aligns fully with the CODM’s internal performance evaluation process and complies with the management approach under ASC 280.
The Company has
Description of Reportable Segments
Logistics and Warehousing
This segment provides general labor staffing, on-site workforce support and logistics coordination services primarily through the Company’s subsidiary, TW & EW Services Inc. (“TWEW”). Prior to its disposition on April 1, 2026, this segment also included the freight forwarding and warehousing operations of Edward.
International Trading
This newly established segment commenced operations following the Company’s acquisition of Super International on May 27, 2026. The segment engages in the procurement and global resale of construction machinery and equipment, serving international end customers and equipment distributors.
Corporate Unallocated Items
Corporate unallocated items consist of centralized corporate costs that support the overall organization but do not relate to the core operating activities of either reportable segment. These items include executive leadership compensation, public company compliance and SEC reporting costs, corporate legal and audit fees, company-wide share-based compensation, global office overhead and other general administrative expenses. In addition, interest income, interest expense, gains or losses on asset dispositions and other non-operating items are maintained at the corporate level and not allocated to operating segments, as such items are not used by the CODM to evaluate segment profitability.
The accounting policies applied to each reportable segment are consistent with the consolidated U.S. GAAP accounting policies of the Company. The CODM evaluates segment performance based solely on segment operating income or loss, which excludes all corporate unallocated costs and non-operating items.
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Segment operating results
The following tables present operating results for the Company’s reportable segments for the three and six months ended June 30, 2026 and 2025. Segment amounts reflect only direct, segment-specific revenues and operating expenses attributable to each respective business.
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | ||||||||||||||||
| | Logistics And Labor | | International | | Total | ||||||||||||
| | Services | | Trading | | Segments | ||||||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | | 2026 | | 2025 | ||||||
| | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | ||||||
Revenues | | $ | — | | $ | | | $ | | | $ | — | | $ | | | $ | |
Cost of revenues | |
| — | |
| | |
| | |
| — | |
| | |
| |
Gross profit (loss) | |
| — | |
| | |
| | |
| — | |
| | |
| |
Operating expenses | |
| | |
| | |
| | |
| — | |
| | |
| |
Segment operating loss | | $ | ( | | $ | ( | | $ | ( | | $ | — | | $ | ( | | $ | ( |
| | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, | ||||||||||||||||
| | Logistics And Labor | | International | | Total | ||||||||||||
| | Services | | Trading | | Segments | ||||||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | | 2026 | | 2025 | ||||||
| | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | ||||||
Revenues | | $ | | | $ | | | $ | | | $ | — | | $ | | | $ | |
Cost of revenues | |
| | |
| | |
| | |
| — | |
| | |
| |
Gross profit (loss) | |
| | |
| | |
| | |
| — | |
| | |
| |
Operating expenses | |
| | |
| | |
| | |
| — | |
| | |
| |
Segment operating loss | | $ | ( | | $ | ( | | $ | ( | | $ | — | | $ | ( | | $ | ( |
Reconciliation of Segment Operating Loss to Consolidated Loss Before Income Taxes
Total reportable segment operating results are reconciled to the Company’s consolidated loss from continuing operations before income taxes below, with all corporate unallocated operating costs and non-operating adjustments presented as reconciling items in accordance with ASC 280‑10‑50‑30.
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
| | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | ||||
Total segment operating loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
Corporate unallocated operating adjustments | |
| — | |
| — | |
| — | |
| — |
Corporate general and administrative expenses | |
| ( | |
| ( | |
| ( | |
| ( |
Share-based compensation expenses | |
| ( | |
| ( | |
| ( | |
| ( |
| | | | | | | | | | | | |
Total corporate operating expenses | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
Non-operating adjustments | |
| — | |
| — | |
| — | |
| — |
| | | | | | | | | | | | |
Interest income | |
| | |
| | |
| | |
| |
| | | | | | | | | | | | |
Interest expense | |
| ( | |
| ( | |
| ( | |
| ( |
| | | | | | | | | | | | |
Loss on disposal of Edward | |
| ( | |
| — | |
| ( | |
| — |
| | | | | | | | | | | | |
Other income, net | |
| | |
| | |
| | |
| |
| | | | | | | | | | | | |
Total non-operating income (expense), net | |
| | |
| | |
| | |
| |
| | | | | | | | | | | | |
Loss from continuing operations before income taxes | | $ | | | $ | ( | | $ | ( | | $ | ( |
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Table of Contents
Segment Assets
The CODM only reviews operating assets directly attributable to each reportable segment for performance evaluation and resource allocation purposes. Corporate-managed financial assets, centralized cash holdings, loan receivables, investment receivables and other shared corporate assets are not allocated to operating segments. The following table reconciles segment operating assets to consolidated total assets.
| | | | | | |
| | June 30, 2026 | | December 31, 2025 | ||
| | (Unaudited) | | (Unaudited) | ||
Logistics and Labor Services segment assets | | $ | | | $ | |
International Trading segment assets | |
| | |
| — |
Total segment operating assets | |
| | |
| |
Corporate unallocated assets | |
| | |
| |
Cash and cash equivalents | |
| | |
| |
Loan receivable | |
| | |
| |
Receivable from withdrawal of investment deposit | |
| | |
| — |
Other corporate current assets | |
| | |
| |
Total corporate unallocated assets | |
| | |
| |
Total consolidated assets | | $ | | | $ | |
Segment operating assets primarily include segment-specific accounts receivable, property and equipment, operating lease right-of-use assets, intangible assets and goodwill attributable to each reportable segment.
Geographic Information
Revenues are disaggregated by geographic region based on the customer’s primary location. Long-lived assets of the Company are substantially all located within the United States.
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
U.S. domestic market | | $ | — | | $ | | | $ | | | $ | |
Overseas market | |
| | |
| | |
| | |
| |
Total revenue | | $ | | | $ | | | $ | | | $ | |
Major Customers
For the three months ended June 30, 2026, certain customers of the Company’s international trading segment accounted for substantially all of the segment’s revenues and the Company’s consolidated total revenues. These customers accounted for approximately
For the six months ended June 30, 2026, these customers accounted for approximately
For the three and six months ended June 30, 2025, no individual customer accounted for
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NOTE 18 — SUBSEQUENT EVENTS
On July 2, 2026, the Company entered into a
On August 10, 2026, Naiside and Shanghai Kesheng entered into a First Amendment to the Termination Agreement entered into on June 30, 2026. The First Amendment clarifies the repayment arrangements, overdue interest, default liability and related matters. Pursuant to the First Amendment, Shanghai Kesheng is required to repay the full principal amount of RMB
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Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this quarterly report on Form 10-Q.
Forward-Looking Statements
This quarterly report on Form 10-Q contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. 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 “Item 1A. 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 20, 2026.
Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this quarterly report. We do not intend, and undertake no obligation, to update any forward-looking statement, except as required by law.
The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in this quarterly report on Form 10-Q, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report.
Business Overview and Recent Developing Trends
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. and the PRC. 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.
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 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.
On March 3, 2025, the Company’s board of directors approved the discontinuation of the Company’s parallel-import vehicle business. In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, 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 6 – Discontinued Operations.
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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. The incorporation of Cheetah BVI is intended to support our future international business development and facilitate potential global partnerships. As of the date of this quarterly report, Cheetah BVI has not commenced operations.
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 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 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 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.
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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 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. No fractional shares were issued in connection with the reverse stock split; any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share. The par value per share of the common stock remained unchanged. Our Class A common stock started trading on a post-split basis on April 29, 2026, at which time the Class A common stock was assigned a new CUSIP number (16307X301). Additionally, at the Effective Time, proportionate adjustments were made to the Company’s Amended and Restated 2024 Stock Incentive Plan based on the Reverse Stock Split Ratio, including adjustments to the number of shares available for awards and the exercise price of outstanding awards.
Risks and Uncertainties
The Company is undergoing a transformation of its business model. As a company located 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 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; and |
| ● | 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.
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Results of Operations
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, | | Change | | Six Months Ended June 30, | | Change |
| ||||||||||||||||||||||
| | 2026 | | 2025 | | Amount | | % | | 2026 | | 2025 | | Amount | | % |
| ||||||||||||||
| | USD | | % | | USD | | % | | | | | | | USD | | % | | USD | | % | | | | | |
| ||||
Revenues | | $ | 868,909 | | 100.0 | % | $ | 354,126 | | 100.0 | % | $ | 514,783 | | 145.4 | % | $ | 961,609 | | 100.0 | % | $ | 833,925 | | 100.0 | % | $ | 127,684 | | 15.3 | % |
Cost of Revenues | | | 849,409 | | 97.8 | % | | 319,226 | | 90.1 | % | | 530,183 | | 166.1 | % | | 922,242 |
| 95.9 | % | | 742,769 |
| 89.1 | % | | 179,473 | | 24.2 | % |
Gross Profit | | | 19,500 | | 2.2 | % | | 34,900 | | 9.9 | % | | (15,400) | | (44.1) | % | | 39,367 | | 4.1 | % | | 91,156 | | 10.9 | % | | (51,789) | | (56.8) | % |
General and administration expenses | | | 887,115 | | 102.1 | % | | 805,305 | | 227.4 | % | | 81,810 | | 10.2 | % | | 1,657,119 | | 172.3 | % | | 1,805,824 | | 216.5 | % | | (148,705) | | (8.2) | % |
Share-based compensation expenses | | | 14,182 | | 1.6 | % | | 10,444 | | 2.9 | % | | 3,738 | | 35.8 | % | | 28,364 | | 2.9 | % | | 26,629 | | 3.2 | % | | 1,735 | | 6.5 | % |
Interest income, net | | | 257,896 | | 29.7 | % | | 264,168 | | 74.6 | % | | (6,272) | | (2.4) | % |
| 401,338 |
| 41.7 | % |
| 463,446 |
| 55.6 | % |
| (62,108) | | (13.4) | % |
Other income, net | | | 993,766 | | 114.4 | % | | 17,140 | | 4.8 | % | | 976,626 | | 5,697.9 | % |
| 1,002,778 |
| 104.3 | % |
| 29,756 |
| 3.6 | % |
| 973,022 | | 3,270.0 | % |
Gain(loss) on disposal of Edward | | | (297,610) | | (34.3) | % | | — | | — | % | | (297,610) | | (100.0) | % | | (297,610) | | (30.9) | % | | — | | — | % | | (297,610) | | (100.0) | % |
(Loss) from continuing operations before tax provision | | | 72,255 | | 8.3 | % | | (499,541) | | (141.1) | % | | 571,796 | | (114.5) | % |
| (539,610) |
| (56.0) | % |
| (1,248,095) |
| (149.7) | % |
| 708,485 | | (56.8) | % |
Income tax (benefits) | | | 1,210 | | 0.1 | % | | 12,987 | | 3.7 | % | | (11,777) | | (90.7) | % | | 5,610 | | 0.6 | % | | 18,342 | | 2.2 | % | | (12,732) | | (69.4) | % |
Loss from continuing operations | | | 71,045 | | 8.2 | % | | (512,528) | | (144.7) | % | | 583,573 | | (113.9) | % |
| (545,220) |
| (56.6) | % |
| (1,266,437) |
| (151.9) | % |
| 721,217 | | (56.9) | % |
Loss from discontinued operations, net of tax | | | — | | — | % | | — | | — | % | | — | | — | % | | — | | — | % | | — | | — | % | | — | | — | % |
Net Loss | | $ | 71,045 | | 8.2 | % | $ | (512,528) | | (144.7) | % | $ | 583,573 | | (113.9) | % | $ | (545,220) |
| (56.6) | % | $ | (1,266,437) |
| (151.9) | % | $ | 721,217 | | (56.9) | % |
Comparison of the Three Months Ended June 30, 2026 and 2025
Continuing Operations-Logistics and Warehousing Services
Revenues
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended June 30, | | Change |
| |||||||||||
| | 2026 | | 2025 | | Amount | | % |
| |||||||
| | USD | | % | | USD | | % | | | | | |
| ||
Revenues |
| | |
| |
| | |
| |
| | |
| | |
Revenues from Edward | | $ | — |
| — | % | $ | 52,684 |
| 14.9 | % | $ | (52,684) |
| (100.0) | % |
Revenues from TWEW | |
| — |
| — | % |
| 301,442 |
| 85.1 | % | $ | (301,442) |
| (100.0) | % |
Total revenues | | $ | — |
| — | % | $ | 354,126 |
| 100.0 | % | $ | (354,126) |
| (100.0) | % |
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. individual, and Edward, pursuant to which we agreed to sell, assign, transfer, and deliver to Bing Shao 100% of the shares of common stock of Edward for an aggregate purchase price of $20,000. On April 1, 2026, the transaction was closed. We will continue to focus on improving operational efficiencies and expanding our market presence of TWEW in the California area.
Revenue from TWEW decreased by 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.
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Cost of Revenues
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended June 30, | | Change |
| |||||||||||
| | 2026 | | 2025 | | Amount | | % |
| |||||||
| | USD | | % | | USD | | % | | | | | |
| ||
Cost of Revenues |
| | | | | | | | | | | | | | | |
Cost of Revenues from Edward | | $ | — | | — | % | $ | 25,797 | | 8.1 | % | $ | (25,797) | | (100.0) | % |
Cost of Revenues from TWEW | | | — | | — | % | | 293,429 | | 91.9 | % | $ | (293,429) | | (100.0) | % |
Total cost of revenues | | $ | — | | — | % | $ | 319,226 | | 100.0 | % | $ | (319,226) | | (100.0) | % |
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 June 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
General and Administrative Expenses |
| | |
| | |
| | |
| | |
Payroll and Benefits | | $ | — | | $ | 19,261 | | $ | (19,261) | | (100.0) | % |
Rental and Leases | | | — | | | 46,030 | | | (46,030) | | (100.0) | % |
Travel and Entertainment | | | 194 | | | 302 | | | (108) | | (35.8) | % |
Insurance Expenses | | | — | | | 491 | | | (491) | | (100.0) | % |
Depreciation and Amortization Expenses | | | 15,000 | | | 31,329 | | | (16,329) | | (52.1) | % |
Others | | | 1,057 | | | 16,247 | | | (15,190) | | (93.5) | % |
Total General and Administrative Expenses | | $ | 16,251 | | $ | 113,660 | | $ | (97,409) | | (85.7) | % |
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
Revenues
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended June 30, | | Change |
| |||||||||||
| | 2026 | | 2025 | | Amount | | % |
| |||||||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||||||
| | USD | | % | | USD | | % | | | | | |
| ||
Revenues |
| | |
| |
| | |
| |
| | |
| | |
Revenues from Cheetah | | $ | 208,909 |
| 24.0 | % | $ | — |
| — | % | $ | 208,909 |
| 100.0 | % |
Revenues from Super International | |
| 660,000 |
| 76.0 | % |
| — |
| — | % |
| 660,000 |
| 100.0 | % |
Total revenues | | $ | 868,909 |
| 100.0 | % | $ | — |
| — | % | $ | 868,909 |
| 100.0 | % |
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.
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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, | | Change |
| |||||||||||
| | 2026 | | 2025 | | Amount | | % |
| |||||||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||||||
| | USD | | % | | USD | | % | | | | | |
| ||
Cost of Revenues |
| | |
| |
| | |
| |
| | |
| | |
Cost of Revenues from Cheetah | | $ | 199,409 |
| 23.5 | % | $ | — |
| — | % | $ | 199,409 |
| 100.0 | % |
Cost of Revenues from Super International | |
| 650,000 |
| 76.5 | % |
| — |
| — | % |
| 650,000 |
| 100.0 | % |
Total cost of revenues | | $ | 849,409 |
| 100.00 | % | $ | — |
| — | % | $ | 849,409 |
| 100.0 | % |
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, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||
General and Administrative Expenses |
| | |
| | |
| | |
| | |
Others | |
| 20,084 | |
| — | |
| 20,084 |
| 100.0 | % |
Total General and Administrative Expenses | | $ | 20,084 | | $ | — | | $ | 20,084 |
| 100.0 | % |
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.
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Continuing Operations - Corporate Unallocated Operating Adjustments
Operating Expenses
General and Administrative Expenses
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % | | |||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||
General and Administrative Expenses |
| | |
| | |
| | |
| | |
Payroll and Benefits | | $ | 192,532 | | $ | 282,821 | | $ | (90,289) |
| (31.9) | % |
Rental and Leases | |
| 132,123 | |
| 162,099 | |
| (29,976) |
| (18.5) | % |
Travel and Entertainment | |
| 54,921 | |
| 19,715 | |
| 35,206 |
| 178.6 | % |
Legal and Accounting Fees | |
| 131,544 | |
| 84,958 | |
| 46,586 |
| 54.8 | % |
Insurance Expenses | |
| 48,124 | |
| 68,313 | |
| (20,189) |
| (29.6) | % |
Depreciation and Amortization Expenses | |
| 6,625 | |
| 6,625 | |
| — |
| — | % |
Recruiting Expenses | |
| 1,522 | |
| 5,453 | |
| (3,931) |
| (72.1) | % |
Others | |
| 283,389 | |
| 61,661 | |
| 221,728 |
| 359.6 | % |
Total General and Administrative Expenses | | $ | 850,780 | | $ | 691,645 | | $ | 159,135 |
| 23.0 | % |
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 June 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
| | (Unaudited) | | (Unaudited) | | | | | | | ||
(Unaudited) Share-based compensation expenses | | $ | 14,182 | | $ | 10,444 | | $ | 3,738 | | 35.8 | % |
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.
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Table of Contents
Other Income (Expenses), net
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
| | (Unaudited) | | (Unaudited) | | | | | | | ||
Interest income | | $ | 264,695 | | $ | 272,228 | | $ | (7,533) | | (2.8) | % |
| | | | | | | | | | | | |
Interest expenses: | | | | | | | | | | | | |
Loan Interest expense | | | (6,255) | | | (6,736) | | | (481) | | (7.1) | % |
Credit Card Interest | | | (247) | | | (462) | | | (215) | | (46.5) | % |
Premium Finance Interest | | | (297) | | | (862) | | | (565) | | (65.5) | % |
Total Interest expenses | | | (6,799) | | | (8,060) | | | (1,261) | | (15.6) | % |
Other income, net | | | 993,766 | | | 17,140 | | | 976,626 | | 5,697.9 | % |
Gain (loss) on disposal of ETE | | | (297,610) | | | — | | | (297,610) | | (100) | % |
Total other income, net | | $ | 954,052 | | $ | 281,308 | | $ | 672,744 | | 239.1 | % |
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.
Net Loss
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.
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Table of Contents
Comparison of the Six Months Ended June 30, 2026 and 2025
Continuing Operations-Logistics and Warehousing Services
Revenues
| | | | | | | | | | | | | | | | |
| | For the Six Months Ended June 30, | | Change |
| |||||||||||
| | 2026 | | 2025 | | Amount | | % |
| |||||||
| | USD | | % | | USD | | % | | | | | |
| ||
Revenues | | | | | | | | | | | | | | | | |
Revenues from Edward | | $ | 39,700 |
| 42.8 | % | | 115,199 |
| 13.8 | % | $ | (75,499) |
| (65.5) | % |
Revenues from TWEW | |
| 53,000 |
| 57.2 | % | | 718,726 |
| 86.2 | % |
| (665,726) |
| (92.6) | % |
Total revenues | | $ | 92,700 |
| 100.0 | % | $ | 833,925 |
| 100.0 | % | $ | (741,225) |
| (88.9) | % |
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. 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 Six Months Ended June 30, | | Change |
| |||||||||||
| | 2026 | | 2025 | | Amount | | % |
| |||||||
| | USD | | % | | USD | | % | | | | | |
| ||
Cost of Revenues | | | | | | | | | | | | | | | | |
Cost of Revenues from Edward | | $ | 19,833 |
| 27.2 | % | $ | 67,607 |
| 9.1 | % | $ | (47,774) |
| (70.7) | % |
Cost of Revenues from TWEW | |
| 53,000 |
| 72.8 | % |
| 675,162 |
| 90.9 | % | $ | (622,162) |
| (92.2) | % |
Total cost of revenues | | $ | 72,833 |
| 100.0 | % | $ | 742,769 |
| 100.0 | % | $ | (669,936) |
| (90.2) | % |
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.
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Table of Contents
Operating Expenses
General and Administrative Expenses
| | | | | | | | | | | | |
| | Six Months Ended June 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
|
| (Unaudited) |
| (Unaudited) | | | | | | | ||
General and Administrative Expenses |
| | |
| | |
| | |
| | |
Payroll and Benefits | | $ | 14,521 | | $ | 60,530 | | $ | (46,009) |
| (76.0) | % |
Rental and Leases | |
| 46,031 | |
| 92,061 | |
| (46,030) |
| (50.0) | % |
Travel and Entertainment | |
| 571 | |
| 414 | |
| 157 |
| 37.9 | % |
Insurance Expenses | |
| 289 | |
| 941 | |
| (652) |
| (69.3) | % |
Depreciation and Amortization Expenses | |
| 41,768 | |
| 62,657 | |
| (20,889) |
| (33.3) | % |
Others | |
| 53,509 | |
| 29,467 | |
| (24,042) |
| (81.6) | % |
Total General and Administrative Expenses | | $ | 156,689 | | $ | 246,070 | | $ | (89,381) |
| (36.3) | % |
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
Revenues
| | | | | | | | | | | | | | | | |
| | For the Six Months Ended June 30, | | Change |
| |||||||||||
| | 2026 | | 2025 | | Amount | | % |
| |||||||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||||||
| | USD | | % | | USD | | % | | | | | |
| ||
Revenues |
| | |
| |
| | |
| |
| | |
| | |
Revenues from Cheetah | | $ | 208,909 |
| 24.0 | % | $ | — |
| — | % | $ | 208,909 |
| 100.0 | % |
Revenues from Super International | |
| 660,000 |
| 76.0 | % |
| — |
| — | % |
| 660,000 |
| 100.0 | % |
Total revenues | | $ | 868,909 |
| 100.0 | % | $ | — |
| — | % | $ | 868,909 |
| 100.0 | % |
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.
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Table of Contents
Cost of Revenues
| | | | | | | | | | | | | | | | |
| | For the Six Months Ended June 30, | | Change |
| |||||||||||
| | 2026 | | 2025 | | Amount | | % |
| |||||||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||||||
| | USD | | % | | USD | | % | | | | | |
| ||
Cost of Revenues |
| | |
| |
| | |
| |
| | |
| | |
Cost of Revenues from Cheetah | | $ | 199,409 |
| 23.5 | % | $ | — |
| — | % | $ | 199,409 |
| 100.0 | % |
Cost of Revenues from Super International | |
| 650,000 |
| 76.5 | % |
| — |
| — | % |
| 650,000 |
| 100.0 | % |
Total cost of revenues | | $ | 849,409 |
| 100.0 | % | $ | — |
| — | % | $ | 849,409 |
| 100.0 | % |
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, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||
General and Administrative Expenses | | | | | | | | | | | | |
Others | |
| 20,084 | |
| — | |
| 20,084 |
| 100.0 | % |
Total General and Administrative Expenses | | $ | 20,084 | | $ | — | | $ | 20,084 |
| 100.0 | % |
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.
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Table of Contents
Continuing Operations- Corporate Unallocated Operating Adjustments
Operating Expenses
General and Administrative Expenses
| | | | | | | | | | | | |
| | Six Months Ended June 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||
General and Administrative Expenses |
| | |
| | |
| | |
| | |
Payroll and Benefits | | $ | 416,295 | | $ | 555,744 | | $ | (139,449) |
| (25.1) | % |
Rental and Leases | |
| 265,941 | |
| 324,197 | |
| (58,256) |
| (18.0) | % |
Travel and Entertainment | |
| 86,204 | |
| 61,633 | |
| 24,571 |
| 39.9 | % |
Legal and Accounting Fees | |
| 224,511 | |
| 342,963 | |
| (118,452) |
| (34.5) | % |
Insurance Expenses | |
| 100,999 | |
| 136,599 | |
| (35,600) |
| (26.1) | % |
Depreciation and Amortization Expenses | |
| 13,250 | |
| 13,250 | |
| — |
| — | % |
Recruiting Expenses | |
| 3,384 | |
| 6,474 | |
| (3,090) |
| (47.7) | % |
Others | |
| 369,762 | |
| 118,894 | |
| 250,868 |
| 211.0 | % |
Total General and Administrative Expenses | | $ | 1,480,346 | | $ | 1,559,754 | | $ | (79,408) |
| (5.1) | % |
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
| | | | | | | | | | | | |
| | Six Months Ended June 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||
(Unaudited) Share-based compensation expenses | | $ | 28,364 | | $ | 26,629 | | $ | 1,735 |
| 6.5 | % |
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.
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Table of Contents
Other Income (Expenses), net
| | | | | | | | | | | | |
| | Six Months Ended June 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||
Interest income | | $ | 415,837 | | $ | 480,318 | | $ | (64,481) |
| (13.4) | % |
| | | | | | | | | | | | |
Interest expenses: | |
| | |
| | |
| |
| | |
Loan Interest expense | |
| (12,533) | |
| (13,406) | |
| (873) |
| (6.5) | % |
Credit Card Interest | |
| (493) | |
| (462) | |
| 31 |
| 6.7 | % |
Premium Finance Interest | |
| (1,473) | |
| (3,004) | |
| (1,531) |
| (51.0) | % |
Total Interest expenses | | | (14,499) | | | (16,872) | | | (2,373) | | (14.1) | % |
Other income, net | | | 1,002,778 | | | 29,756 | | | 973,022 | | 3,270.0 | % |
Gain (loss) on disposal of ETE | | | (297,610) | | | — | | | (297,610) | | (100) | % |
Total other income, net | | $ | 1,106,506 | | $ | 493,202 | | $ | 613,304 | | 124.4 | % |
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 $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 $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.
Net Loss
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
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 six months ended June 30, 2026.
Liquidity and Capital Resources
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.
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 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.
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Table of Contents
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, | ||||
| | 2026 | | 2025 | ||
Net cash provided by (used in) operating activities | | $ | (865,760) | | $ | 1,333,668 |
Cash used in operations-continuing operations | | | (865,760) | | | (1,206,833) |
Cash provided by operations-discontinued operations | | | — | | | 2,540,501 |
Net cash used in investing activities | | | (68,610,348) | | | (2,661,150) |
Cash used in investing activities-continuing operations | | | (68,610,348) | | | (2,661,150) |
Net cash provided by (used in) financing activities | | | 71,386,495 | | | (138,294) |
Cash provided by (used in) financing activities-continuing operations | | | 71,386,495 | | | (138,294) |
Net (decrease) increase in cash | | $ | 1,910,387 | | $ | (1,465,776) |
Operating Activities
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 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 $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.
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Financing Activities
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
We do not currently have any off-balance sheet financing arrangements as defined under the rules and regulations of the SEC, or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
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Critical Accounting Policies
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 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, we are not required to provide this information.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our principal executive and principal financial officers, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2026 and determined that the disclosure controls and procedures were ineffective at a reasonable assurance level as of that date.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the quarter ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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CHEETAH NET SUPPLY CHAIN SERVICE INC.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently involved in any material legal proceedings. From time-to-time we are, and we anticipate that we will be, involved in legal proceedings, claims, and litigation arising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on our financial statements. We could be forced to incur material expenses with respect to these legal proceedings, and in the event that there is an outcome in any that is adverse to us, our financial position and prospects could be harmed.
Item 1A. Risk Factors
As a smaller reporting company, we are not required to provide the information required by this item. You are encouraged to read the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 20, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The February 2026 Private Placement
On February 12, 2026, we closed a private placement (the “February 2026 Private Placement”) pursuant to certain stock purchase agreements dated January 27, 2026 (the “Stock Purchase Agreements”) with certain investors (the “Purchasers”), pursuant to which we issued an aggregate of 167,250 shares of Class A common stock, par value $0.0001 per share (the “Shares”), for aggregate gross proceeds of $40.14 million. The Shares issued in the February 2026 Private Placement were not registered under the Securities Act and were issued in reliance upon the exemption from registration provided by Regulation S promulgated thereunder. Each of the Purchasers represented to us that such Purchaser is not a resident of the United States and is not a “U.S. person” as defined in Rule 902(k) of Regulation S under the Securities Act, and that such Purchaser did not acquire the Shares for the account or benefit of any U.S. person. The Shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
The June 2026 Private Placement
On June 15, 2026, the Company entered into a Securities Purchase Agreement with Huan Liu, the Company’s Chief Executive Officer, Interim Chief Financial Officer, director, and Chairman of the Board of Directors, pursuant to which the Company issued and sold to Huan Liu 200,000 shares of Class B common stock, par value $0.0001 per share, at a purchase price of $2.00 per share, for aggregate gross proceeds of $400,000. The shares were issued and sold in a an offshore transaction in reliance on Regulation S under the Securities Act.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
Naiside Transaction
On June 30, 2026, Naiside and Shanghai Kesheng
On August 10, 2026, Naiside and Shanghai Kesheng entered into a first amendment to the Termination Agreement (the “First Amendment”) to establish the repayment arrangements, overdue interest, and liability for default. Pursuant to the First Amendment, Shanghai Kesheng is required to repay the full RMB 280,000,000 to Naiside in a single lump-sum payment on or before December 30, 2026, without deduction of any handling fee, service fee, management fee, or other charge or expense. Shanghai Kesheng’s repayment obligation will be deemed fully discharged only upon Naiside’s receipt of the full amount in immediately available funds in its designated bank account. If the full amount is not repaid by December 30, 2026, the outstanding principal will accrue overdue interest commencing on December 31, 2026, at a rate of 5% per annum, calculated on a simple-interest basis based on the actual number of days overdue.
Loan Agreements
During the quarter ended June 30, 2026, the Company entered into five unsecured short-term loan agreements with Hongkong Sanyou Petroleum Co Limited and Asia Finance Investment Limited, pursuant to which the Company made loans in an aggregate principal amount of $11.01 million.
On May 14, 2026, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited. The principal amount of the loan is $4,000,000. This loan carries an annual interest rate of 5.0% and is set to mature in 12 months, with an option to extend for an additional 12 months. As of June 30, 2026, no principal repayments or accrued interest payments had been collected on this loan, with remaining principal of $4,000,000 and interest of $26,111 outstanding.
On May 21, 2026, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited. The principal amount of the loan is $4,000,000. This loan carries an annual interest rate of 5.0% and is set to mature in 12 months, with an option to extend for an additional 12 months. As of June 30, 2026, no principal repayments or accrued interest payments had been collected on this loan, with remaining principal of $4,000,000 and interest of $22,222 outstanding.
On May 11, 2026, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $1,000,000. This loan carries an annual interest rate of 5.0% and is set to mature in 12 months. As of June 30, 2026, no principal repayments or accrued interest payments had been collected on this loan, with remaining principal of $1,000,000 and interest of $6,944 outstanding.
On May 21, 2026, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $600,000. This loan carries an annual interest rate of 5.0% and is set to mature in 12 months. As of June 30, 2026, no principal repayments or accrued interest payments had been collected on this loan, with remaining principal of $600,000 and interest of $3,333 outstanding.
On June 26, 2026, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $1,410,000. This loan carries an annual interest rate of 5.0% and is set to mature in 12 months. As of June 30, 2026, no principal repayments or accrued interest payments had been collected on this loan, with remaining principal of $1,410,000 and interest of $783 outstanding.
The foregoing descriptions of the loan agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the respective loan agreements, which are filed as Exhibits 10.10, 10.11, 10.12, 10.13 and 10.14 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
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Item 6. Exhibits
The exhibits listed below are filed as part of this quarterly report on Form 10-Q.
Index to Exhibits
Exhibit | | | | Incorporated by Reference | ||||||
Number | | Exhibit Title | | Form | | File | | Exhibit | | Filing Date |
| | | | | | | | | | |
2.1 | | Plan of Conversion | | 8-K | | 001-41761 | | 2.1 | | February 3, 2026 |
| | | | | | | | | | |
3.1 | | Certificate of Incorporation | | 8-K | | 001-41761 | | 3.2 | | February 3, 2026 |
| | | | | | | | | | |
3.2 | | Certificate of Amendment to Certificate of Incorporation | | 8-K | | 001-41761 | | 3.1 | | April 24, 2026 |
| | | | | | | | | | |
3.3 | | Certificate of Conversion | | 8-K | | 001-41761 | | 3.1 | | February 3, 2026 |
| | | | | | | | | | |
3.4 | | Bylaws | | 8-K | | 001-41761 | | 3.3 | | February 3, 2026 |
| | | | | | | | | | |
4.1 | | Specimen Stock Certificate | | 10-K | | 001-41761 | | 4.1 | | March 20, 2026 |
| | | | | | | | | | |
10.1 | | Share Transfer Agreement, dated as of April 16, 2026, by and between the Company and Leyan Yang | | 8-K | | 001-41761 | | 10.1 | | April 16, 2026 |
| | | | | | | | | | |
10.2 | | Loan Agreement dated April 23, 2026, by and between the Company and Hongkong Sanyou Petroleum Co Limited | | 10-Q | | 001-41761 | | 10.11 | | May 14, 2026 |
| | | | | | | | | | |
10.3 | | Loan Agreement dated April 27, 2026, by and between the Company and Hongkong Sanyou Petroleum Co Limited | | 10-Q | | 001-41761 | | 10.12 | | May 14, 2026 |
| | | | | | | | | | |
10.4 | | Loan Agreement dated April 1, 2026, by and between the Company and Hongkong Sanyou Petroleum Co Limited | | 10-Q | | 001-41761 | | 10.13 | | May 14, 2026 |
| | | | | | | | | | |
10.5 | | Resignation Agreement dated June 4, 2026 by and between the Company and Cindy Tang | | 8-K | | 001-41761 | | 10.1 | | June 4, 2026 |
| | | | | | | | | | |
10.6 | | Securities Purchase Agreement dated June 15, 2026 by and between the Company and Huan Liu | | 8-K | | 001-41761 | | 10.1 | | June 22, 2026 |
| | | | | | | | | | |
10.7 | | Mutual Termination Agreement, dated June 26, 2026, by and between Cheetah Net Supply Chain Service Inc. and AC Sunshine Securities LLC. | | 8-K | | 001-41761 | | 10.1 | | June 29, 2026 |
| | | | | | | | | | |
10.8 | | English Translation of the Termination Agreement relating to the Partnership Agreement dated June 30, 2026, by and between Shanghai Kesheng Investment Management Co., Ltd. and Naiside (Shenzhen) International Trading Co., Ltd. | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
10.9 | | English Translation of the First Amendment to the Termination Agreement relating to the Partnership Agreement dated August 10, 2026, by and between Shanghai Kesheng Investment Management Co., Ltd. and Naiside (Shenzhen) International Trading Co., Ltd. | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
10.10 | | Loan Agreement dated May 14, 2026, by and between the Company and Hongkong Sanyou Petroleum Co Limited | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
10.11 | | Loan Agreement dated May 21, 2026, by and between the Company and Hongkong Sanyou Petroleum Co Limited | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
10.12 | | Loan Agreement dated May 11, 2026, by and between the Company and Asia Finance Investment Limited | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
10.13 | | Loan Agreement dated May 21, 2026, by and between the Company and Asia Finance Investment Limited | | — | | — | | — | | Filed herewith |
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| | | | | | | | | | |
10.14 | | Loan Agreement dated June 26, 2026, by and between the Company and Asia Finance Investment Limited | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
10.15 | | Loan Extension Agreement effective as of June 13, 2026, by and between the Company and Asia Finance Investment Limited | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
10.16 | | Loan Extension Agreement effective as of June 26, 2026, by and between the Company and Asia Finance Investment Limited | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
10.17 | | Purchase Agreement dated June 9, 2026, by and between the Company and Eurosun Holdings Inc Corporation. | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
10.18 | | Purchase Agreement dated June 10, 2026, by and between Super International Trading Limited and Yichang Holding Co., Ltd. | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
10.19 | | Sales Agreement dated June 15, 2026, by and between Super International Trading Limited and Rapid Proceed Limited. | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
10.20 | | Sales Agreement dated June 18, 2026, by and between the Company and Holywud (HK) Technology Co., Limited. | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
10.21 | | Stock Purchase Agreement dated March 25, 2026, by and among the Company, Bing Shao, and Edward Transit Express Group, Inc. | | 8-K | | 001-41761 | | 10.1 | | March 25, 2026 |
| | | | | | | | | | |
31.1 | | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
31.2 | | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
32.1* | | Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | — | | — | | — | | Furnished herewith |
| | | | | | | | | | |
32.2* | | Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | — | | — | | — | | Furnished herewith |
| | | | | | | | | | |
101.INS | | Inline XBRL Instance Document | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | — | | — | | — | | Filed herewith |
* | In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 13, 2026
| | Cheetah Net Supply Chain Service Inc. | |
| | | |
| | By: | /s/ Huan Liu |
| | | Huan Liu |
| | | Chief Executive Officer and Interim Chief Financial Officer |
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