PS International Group H1 2026 loss widens to $10.1M
A $11,811,648 loss from warrant fair-value changes accompanied $3,173,760 of operating cash use in the first half.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
PS International Group Ltd. (PSIG) reported total revenue of $26,533,591 for the six months ended June 30, 2026, compared with $23,187,800 in the prior-year period. Gross profit was $129,761, versus $211,983, and loss from operations was $1,223,285, compared with $1,947,916.
Net loss attributable to PSIG was $10,064,745, versus $416,808. The 2026 results included an $11,811,648 loss from changes in the fair value of warrant liabilities and $2,512,725 in net gains on marketable equity securities. Operating activities used $3,173,760 of cash, compared with $817,584.
On February 3, 2026, purchasers exercised all outstanding private-placement warrants under an alternate cashless exercise provision, and PSIG issued 6,753,470 ordinary shares without payment of a cash exercise price. No warrants remained outstanding as of June 30, 2026. Separately, PSIG’s effective Form F-3 shelf registration permits offerings of up to US$200,000,000 in aggregate initial offering price; no securities had been offered or sold under it as of November 3, 2026.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointTotal revenue rose to $26,533,591 from $23,187,800.
Negative
- Major pointNet loss attributable to PSIG was $10,064,745, versus $416,808.
- Moderate pointOperating cash used was $3,173,760, versus $817,584.
Filing Explained
This Form 6-K incorporates its contents into PSIG’s existing Form S-8 and F-3 registration statements, making the interim financial report part of the disclosure record for those registrations.
Key Figures
Key Terms
cashless exercise financial
Level 3 inputs financial
cost-to-cost measure of progress technical
contract assets financial
anti-dilutive financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was PSIG’s revenue in the first half of 2026?
How much did PSIG lose in the first half of 2026?
What securities can PSIG offer under its Form F-3 shelf registration?
How did PSIG settle its private-placement warrants?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November
Commission File Number:
Unit 1703, 17/F
First Group Centre
23 Wang Chiu Road, Kowloon Bay
Hong Kong
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On November 3, 2026, PS International Group Ltd. (the “Company”) issued a press release announcing its unaudited financial results for the six months ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.2 to this report on Form 6-K. Attached as Exhibit 99.1 to this report is the Unaudited Interim Condensed Consolidated Financial Statements as of December 31, 2025 and June 30, 2026 and for the six months ended June 30, 2025 and 2026.
Incorporation by Reference
The contents of this Report on Form 6-K are hereby incorporated by reference into (i) the Company’s registration statement on Form S-8 (Registration No. 333-281480), filed with the SEC on August 12, 2024, and (ii) the Company’s registration statement on Form F-3 (Registration No. 333-297955), initially filed with the SEC on August 4, 2026, and declared effective by the SEC on August 19, 2026.
1
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, thereunto duly authorized.
| Date: November 3, 2026 | PS International Group Ltd. | |
| By: | /s/ Chunlin Tong | |
| Name: | Chunlin Tong | |
| Title: | Chief Executive Officer and Director | |
2
Exhibit Index
| Exhibit 99.1 | Unaudited Interim Condensed Consolidated Financial Statements as of December 31, 2025 and June 30, 2026 and for the six months ended June 30, 2025 and 2026 | |
| Exhibit 99.2 | Press Release – PS International Group Ltd. Announces First Half 2026 Unaudited Financial Results | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
3
Exhibit 99.1
PS INTERNATIONAL GROUP LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025 and June 30, 2026
INDEX
| Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2025 and June 30, 2026 | F-2 |
| Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss for the Six Months Ended June 30, 2025 and 2026 | F-4 |
| Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Six Months Ended June 30, 2025 and 2026 | F-5 |
| Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2026 | F-6 |
| Notes to Unaudited Interim Condensed Consolidated Financial Statements | F-8 |
F-1
PS INTERNATIONAL GROUP LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2025 AND JUNE 30, 2026
(IN U.S. DOLLARS)
| December 31, 2025 |
June 30, 2026 |
|||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Accounts receivable – related parties | ||||||||
| Contract assets, net | ||||||||
| Loan receivable, net | ||||||||
| Marketable equity securities | ||||||||
| Amount due from a related party, net | — | |||||||
| Prepayments and other current assets, net | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Right-of-use assets | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
F-2
PS INTERNATIONAL GROUP LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
AS OF DECEMBER 31, 2025 AND JUNE 30, 2026
(IN U.S. DOLLARS)
| December 31, 2025 |
June 30, 2026 |
|||||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable – related parties | ||||||||
| Contract liabilities | ||||||||
| Other payables and accrued liabilities | ||||||||
| Lease liabilities – current | ||||||||
| Borrowings | ||||||||
| Amounts due to related parties | ||||||||
| Warrant liabilities | — | |||||||
| Dividend payables | ||||||||
| Total current liabilities | ||||||||
| Non-current liability | ||||||||
| Lease liabilities – non-current | ||||||||
| Total non-current liability | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| (DEFICIT) EQUITY | ||||||||
| Ordinary shares, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total shareholders’ (deficit) equity | ( | ) | ||||||
| Non-controlling interest | ||||||||
| TOTAL (DEFICIT) EQUITY | ( | ) | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
See accompanying notes to the unaudited interim condensed consolidated financial statements.
F-3
PS INTERNATIONAL GROUP LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2026
(IN U.S. DOLLARS)
| For the six months ended June 30, |
||||||||
| 2025 | 2026 | |||||||
| REVENUES | $ | $ | ||||||
| REVENUES – RELATED PARTIES | ||||||||
| TOTAL REVENUE | ||||||||
| COST OF REVENUE | ||||||||
| COST OF REVENUE – RELATED PARTIES | ||||||||
| TOTAL COST OF REVENUE | ||||||||
| GROSS PROFIT | ||||||||
| General and administrative expenses | ||||||||
| Total operating expenses | $ | $ | ||||||
| LOSS FROM OPERATIONS | $ | ( | ) | $ | ( | ) | ||
| OTHER INCOME (LOSS): | ||||||||
| Interest income | ||||||||
| Interest expense | — | ( | ) | |||||
| Change in fair value of warrant liabilities | — | ( | ) | |||||
| Gains on settlement of warrant liabilities | — | |||||||
| Net gains on marketable equity securities | — | |||||||
| Other income | ||||||||
| Exchange gain (loss) | ( | ) | ||||||
| Total other income (loss) | ( | ) | ||||||
| LOSS BEFORE INCOME TAX | $ | ( | ) | $ | ( | ) | ||
| INCOME TAX | — | — | ||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| LESS: INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST | ( | ) | ||||||
| NET LOSS AND TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO PS INTERNATIONAL GROUP LTD. | $ | ( | ) | $ | ( | ) | ||
| WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING*: | ||||||||
| Basic and diluted | ||||||||
| NET LOSS PER ORDINARY SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY: | ||||||||
| Basic and diluted | $ | ( | ) | $ | ( | ) | ||
| * |
See accompanying notes to the unaudited interim condensed consolidated financial statements.
F-4
PS INTERNATIONAL GROUP LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2026
(IN U.S. DOLLARS)
| Number of Shares* |
Ordinary Shares* | Additional Paid-in Capital* |
Retained Earnings (Accumulated Loss) |
Accumulated Other Comprehensive Loss |
Total Shareholders’ Equity |
Non- Controlling Interest |
Total Equity |
|||||||||||||||||||||||||
| Balance as of December 31, 2024 | ( | ) | ||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | ( | ) | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Share based compensation expense | — | — | — | — | — | |||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||
| Number of Shares |
Ordinary Shares | Additional Paid-in Capital |
Accumulated Loss | Accumulated Other Comprehensive Loss |
Total Shareholders’ Equity |
Non- Controlling Interest |
Total Equity |
|||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||
| Cashless exercise of warrants | — | — | — | |||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Share based compensation benefit | — | — | ( | ) | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||
| * |
See accompanying notes to the unaudited interim condensed consolidated financial statements.
F-5
PS INTERNATIONAL GROUP LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2026
(IN U.S. DOLLARS)
| For the six months ended June 30, |
||||||||
| 2025 | 2026 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation of property, plant and equipment | ||||||||
| Operating lease expenses | ||||||||
| Net gains on marketable equity securities | — | ( | ) | |||||
| Change in fair value of warrant liabilities | — | |||||||
| Share-based compensation expenses (benefits) | ( | ) | ||||||
| (Reversal) provision of expected credit loss, net | ( | ) | ||||||
| Reversal of provision for compensation and penalty | ( | ) | — | |||||
| Gains on settlement of warrant liabilities | — | ( | ) | |||||
| Loss on disposal of property, plant and equipment | — | |||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) Decrease in: | ||||||||
| Accounts receivable | ||||||||
| Accounts receivable – related party | ||||||||
| Contract assets | ( | ) | ||||||
| Interest receivables included in loan receivables | — | ( | ) | |||||
| Amount due from a related party | — | |||||||
| Other current assets | ( | ) | ||||||
| Increase (Decrease) in: | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accounts payable – related party | ( | ) | ||||||
| Amounts due to related parties | ( | ) | ( | ) | ||||
| Other payables and accrued liabilities | ( | ) | ( | ) | ||||
| Provisions for penalty | ( | ) | — | |||||
| Contract liabilities | ( | ) | ||||||
| Lease liabilities | ( | ) | ( | ) | ||||
| NET CASH USED IN OPERATING ACTIVITIES | $ | ( | ) | $ | ( | ) | ||
F-6
PS INTERNATIONAL GROUP LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2026 (Continued)
(IN U.S. DOLLARS)
| For the six months ended June 30, |
||||||||
| 2025 | 2026 | |||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Proceeds from disposal of marketable equity securities | $ | — | $ | |||||
| Loan granted | — | ( | ) | |||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| NET CASH USED IN INVESTING ACTIVITIES | $ | ( | ) | ( | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayment of borrowings | — | ( | ) | |||||
| NET CASH USED IN FINANCING ACTIVITIES | $ | — | $ | ( | ) | |||
| NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | $ | ( | ) | $ | ( | ) | ||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | $ | ||||||
| Cash and cash equivalents at end of period | ||||||||
| Restricted cash at end of period | ||||||||
| Total cash and cash equivalents and restricted cash shown in the unaudited interim condensed consolidated statements of cash flows | $ | $ | ||||||
Supplemental disclosure of cash flow information
| For the six months ended June 30, |
||||||||
| 2025 | 2026 | |||||||
| Interest received | ||||||||
| Interest paid | — | ( | ) | |||||
Non-cash investing and financing activities
| For the six months ended June 30, |
||||||||
| 2025 | 2026 | |||||||
| Cashless exercise for warrant liabilities | — | |||||||
See accompanying notes to the unaudited interim condensed consolidated financial statements.
F-7
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES
| (a) | Organization |
PS International Group Ltd. (the “Company”) was incorporated under the laws of the Cayman Islands on
Profit Sail Int’l Express (H.K.) Limited (“PSIHK”) and Business Great Global Supply Chain Limited (“BGG”), incorporated under laws of Hong Kong and commenced its operations on May 27, 1993 and November 11, 2016, respectively, are the major business component of the Company. PSIHK and BGG are engaged in the provision of logistics and freight handling services. The Company holds a
On July 19, 2024, ordinary shares of the Company commenced trading on The Nasdaq Capital Market under the symbol “PSIG.”
Reverse Stock Split
On October 6, 2025, the Company effected a reverse stock split of the Company’s issued and outstanding ordinary shares, by a ratio of 8-to-1 (the “Reverse Stock Split”). Accordingly, all ordinary shares and stock options, as well as per share information, for all periods presented in the unaudited interim condensed consolidated financial statements and notes thereto have been adjusted retrospectively to reflect this Reverse Stock Split. The Reverse Stock Split increased the par value share of the Company’s ordinary shares to $
Private Placement
On November 7, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain purchasers (the “Purchasers”) identified therein for a private placement (the “Private Placement”) of up to
Pursuant to the Securities Purchase Agreement, the Warrant became exercisable on their initial exercise date and will expire
| (b) | Principal activities |
The Company is a freight forwarding service provider with networks across the globe. The Company conducts its operations through PSIHK and BGG (collectively the “Operating Subsidiaries”) in Hong Kong.
The Operating Subsidiaries provide air and ocean export and import freight forwarding services with optional ancillary logistics related services (such as cargo pick up, cargo handling at ports and local transportation) and warehousing related services (such as repackaging, labelling, palletization, preparation of shipping documentation, arrangement of customs clearance and warehousing) to meet the requirements of the customers.
Generally, the Company’s services are divided into air freight forwarding services and ocean freight forwarding services.
F-8
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation and principles of consolidation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
The unaudited interim condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of June 30, 2026, and results of operations and cash flows for the six months ended June 30, 2025 and 2026. The consolidated balance sheet as of December 31, 2025 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2024 and 2025, and related notes included in the Company’s audited consolidated financial statements.
The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company and its subsidiaries (collectively the “Company”). Management has eliminated all significant inter-company balances and transactions in preparing the accompanying unaudited interim condensed consolidated financial statements.
Use of estimates
The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. Actual results could differ from those estimates. Significant estimates include, but are not limited to, the fair value measurement of warrant liabilities and shares issued at warrant exercise date, including the selection of appropriate valuation models and assumptions for the six months ended June 30, 2026 (June 30, 2025: nil).
Foreign currency
The Company’s reporting currency is United States dollars (“US$” or “$”). The functional currency of the Company and all the other subsidiaries is $ or Hong Kong Dollar (“HKD”).
The unaudited interim condensed consolidated financial statements of the Company are translated from the functional currency into $. Assets and liabilities denominated in HKD are translated into $ using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings generated in current period are translated into $ at the appropriate historical rates. Revenues, expenses, gains and losses are translated into $ at the average rates of exchange for the year. The resulting foreign currency translation adjustments are recorded in accumulated other comprehensive loss as a component of shareholders’ equity.
| For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Period end HKD: US$ exchange rate | ||||||||
| Period average HKD: US$ exchange rate | ||||||||
Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency of the respective subsidiary. Foreign currency denominated financial assets and liabilities are re-measured at the balance sheet date exchange rate. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded in the consolidated statements of operations and comprehensive loss.
F-9
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Cash and cash equivalents
For financial reporting purposes, the Company considers all highly liquid investments purchased with original maturity of three months or less to be cash equivalents. The Company maintains no bank account in the United States of America. The Company maintains its bank accounts in Hong Kong Special Administrative Region (“Hong Kong”).
Restricted cash
Restricted cash represents amounts held by banks as security for banking facilities and therefore is not available for the Company’s use until such time as banking facilities have been fulfilled or expired. The facility includes a letter of guarantee. As of December 31, 2025 and June 30, 2026, the letter of guarantee of $
Fair value of financial instruments
The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures, to the financial instruments that are required to be carried at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon observable and non-observable inputs that prioritizes the information used to develop its assumptions regarding fair value. Fair value measurements are separately disclosed by level within the fair value hierarchy.
| ● | Level 1—defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; |
| ● | Level 2—defined as inputs other than quoted prices in active markets, that are either directly or indirectly observable; and |
| ● | Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The Company’s financial instruments primarily consist of cash and cash equivalents, restricted cash, accounts receivable, contract assets, loan receivables, marketable equity securities, other current assets, accounts payable, other payables and accrued liabilities, borrowings, dividend payables, warrant liabilities and amounts due from/to related parties.
The carrying value of cash and cash equivalents, restricted cash, accounts receivable, contract assets, loan receivables, marketable equity securities, other current assets, accounts payable, other payables and accrued liabilities, borrowings, dividend payables, warrant liabilities and amounts due from/to related parties approximate their fair value.
The warrant liabilities are adjusted to fair value on a recurring basis using the Black-Scholes valuation method. The Company determines fair value for warrant liabilities with Level 3 inputs because it requires unobservable inputs including liquidity discount and volatility in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The ordinary shares issued at warrant exercise date are adjusted to fair value using valuation techniques. The Company determines fair value for ordinary shares issued at warrant exercised date with Level 3 inputs because it requires unobservable inputs including liquidity discount in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company determines the fair value of its ordinary shares to be $
F-10
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Business combinations
The Company allocates the fair value of purchase consideration to the tangible assets acquired and liabilities assumed acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments, whether they meet the definition of a liability under ASC 480, and whether they meet all of the criteria for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the Company has sufficient authorized and unissued shares to settle the instruments, among other conditions. This assessment requires the use of judgment and is performed at the time of issuance and reassessed at each reporting date while the warrants are outstanding.
Warrants that meet all of the criteria for equity classification are recorded as a component of additional paid-in capital at the time of issuance and are not subsequently remeasured. Warrants that do not meet all of the criteria for equity classification are recorded as liabilities at their fair value on the date of issuance and are subsequently remeasured to fair value at each reporting date, with changes in fair value recognized in the unaudited interim condensed consolidated statements of operations and comprehensive income (loss).
The Company has determined that its Warrants do not meet the criteria for equity classification under ASC 815 and are therefore classified as liabilities. The Warrants may require net cash settlement upon the occurrence of events that are not solely within the control of the Company.
Marketable equity securities
The Company’s investments in marketable equity securities are carried at fair value with the changes in unrealized gains and losses recognized in the unaudited interim condensed consolidated statements of operations and comprehensive income (loss).
Accounts receivable
Accounts receivable are measured at amortized cost less an allowance for expected credit loss as needed. The allowance for expected credit loss is the Company’s best estimate of the amount of probable credit losses in the Company’s existing receivables from customers. The Company assesses the allowance by pooling receivables that have similar risk characteristics and evaluates receivables individually when specific receivables no longer share those risk characteristics. In evaluating the expected credit loss, the Company considers many factors, including the age of the balance, customer’s historical payment history, its current creditworthiness and current or future economic trends. Accounts are written off after exhaustive efforts at collection. The Company only grants credit terms to established customers who are deemed to be financially responsible. Credit periods to customers are normally within 45 days after customers received services provided by the Company. If allowance for expected credit losses are to be provided for, or written off, they would be recognized in the audited consolidated statements of operations and comprehensive loss within operating expenses. Balance of allowance for expected credit loss was $
Expected credit loss
ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures.
F-11
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property, plant, and equipment, net
Property, plant, and equipment are stated at cost less accumulated depreciation, and include expenditure that substantially increases the useful lives of existing assets. Expenditures for repairs and maintenance, which do not extend the useful life of the assets, are expensed as incurred, whereas significant renewals and betterments are capitalized.
Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives are as follows:
| Buildings | ||
| Leasehold improvements | ||
| Machinery and equipment | ||
| Motor vehicles | ||
| Furniture and fixtures |
When assets are sold or retired, their costs and accumulated depreciation are eliminated from the unaudited interim condensed consolidated financial statements and any gain or loss resulting from their disposal is recognized in the period of disposition as an element of other income.
Impairment of long-lived assets
Long-lived assets are evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable in accordance with ASC 360, “Property, Plant and Equipment”.
In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance with ASC 360-10-15. To the extent that estimated future, undiscounted cash inflows attributable to the asset, less estimated future, undiscounted cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. Assets to be disposed of and for which there is a committed plan of disposal, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell.
There was no impairment loss recognized for the six months ended June 30, 2025 and 2026.
Lease
ASC 842 generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the consolidated balance sheets and to provide disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. Leases that transfer substantially all of the benefits and risks incidental to the ownership of assets are accounted for as finance leases as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases.
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets, current liabilities and long-term operating lease liabilities in the consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For leases that do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Significant judgment may be required when determining whether a contract contains a lease, the length of the lease term, the allocation of the consideration in a contract between lease and non-lease components, and the determination of the discount rate included in the Company’s office lease. The Company reviews the underlying objective of each contract, the terms of the contract, and consider its current and future business conditions when making these judgments.
F-12
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accounting pronouncements adopted
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that permits an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted. The amendments in ASU 2025-05 should be applied prospectively. The Company adopted this ASU prospectively for the six months ended June 30, 2026, and its adoption did not have a material effect on the Company’s unaudited interim condensed consolidated financial statements.
Revenue recognition
The Company recognizes revenues in accordance with ASC 606, Revenue from Contracts with Customers.
The Company derives revenues primarily from the provision of air and ocean freight forwarding services by purchasing transportation services from direct (asset-based) carriers or other freight forwarders and reselling those services to its customers in Hong Kong. The contracts with customers generally contain a single performance obligation as the customer cannot benefit from facilitating services on its own but be bundled with the freight services since the customer’s purpose for entering into this contract is to transport goods from the origin to the destination. The performance obligation is satisfied over the transit period when the customers simultaneously receive and consume the benefits of the delivery services. Accordingly, revenue is recognized over the transit period based on the progress towards the completion of the performance obligation.
The transit period can vary based upon the method of transport. Determining the transit period and how much of it has been completed as of the reporting date may require management to make judgments that affect the timing of revenue recognized.
(a) Air freight forwarding services
Revenue was recognized based on the cost-to-cost measure of progress because it best depicts the transfer of control to the customer which occurs as the Company incurs costs on its contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenue is recorded proportionally as costs are incurred. The typical amount of time spent rendering air freight forwarding services is three to five days.
(b) Ocean freight forwarding services
Revenue was recognized based on time-in-transit to measure the progress. The typical amount of time spent rendering ocean freight forwarding services is approximately three to four weeks. The Company believes that the transpiring of time provides the best measurement of the rendering of services to the customer.
(c) Ancillary services
The Company also provides certain value-added logistics services, such as packaging, warehousing services, small parcel, and local transportation services. The performance obligation is generally satisfied over the service period as the Company performs the obligations. Pricing for its services is established in the customer contract and is dependent upon the specific needs of the customer but may be agreed upon at a fixed fee per transaction, labor hour, or service period.
F-13
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue recognition (Continued)
Pricing for the Company’s services is generally a fixed amount. The Company does not have significant variable consideration in its contracts. Payments are received within
The Company recognizes revenue on a gross basis as the Company controls the services. The Company is primarily responsible for fulfilling the promise, assumes risk of loss, has discretion in setting the prices for the services to its customers, and has the ability to direct the use of the services provided by third parties.
Contract assets include billed and unbilled amounts resulting from in-transit shipments, as the Company has an unconditional right to payment only once all performance obligations have been completed (e.g., shipments have been delivered). Contract assets are generally classified as current, and the full balance is converted each reporting period based on the short-term nature of the transactions. Gross contract assets related to in-transit shipments totaled $
Contract liabilities are recognized when the Company receives prepayments from customers. Contract liabilities will be recognized as revenue when promised services are provided. Contract liabilities were $
All the Company’s air and ocean freight forwarding and ancillary services are for periods of one year or less. As permitted under ASC 606-10-50-14, the transaction price allocated to the remaining performance obligations under those contracts is not disclosed.
Cost of revenue
Cost of revenue consists primarily of cargo space charged by airlines, shipping liners or other freight forwarders and ancillary logistics services fee including costs of security, local handling and x-ray screening and warehouse services.
General and administrative expenses
General and administrative expenses include management and office salaries and employee benefits, depreciation for office facility and office equipment, travel and entertainment, legal and accounting, consulting fees and other office expenses.
Shipping and handling costs
All shipping and handling costs are expensed as incurred.
Advertising
All advertising costs are expensed as incurred. During the six months ended June 30, 2025 and 2026, the total amount charged to the unaudited interim condensed consolidated statements of operations and comprehensive loss in respect of the Company’s advertising costs incurred was $
Employee benefit plan
Employees of the Company located in Hong Kong participate in a defined contribution Mandatory Provident Fund retirement benefit scheme by the local laws in Hong Kong. During the period ended June 30, 2025 and 2026, the total amount charged to the unaudited interim condensed consolidated statements of operations and comprehensive loss in respect of the Company’s costs incurred in the scheme was $
F-14
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Share-based compensation
The Company recognizes share-based compensation expense for the estimated fair value of equity awards issued as compensation to individuals over the requisite service period, which generally ranges immediate up to
Income tax
The Company accounts for income taxes following the liability method pursuant to FASB ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in income in the period that includes the enactment date.
The Company also follows FASB ASC 740, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2025 and June 30, 2026, the Company did not have an asset for unrecognized tax benefits. It is the Company’s policy to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. The Company’s historical tax years will remain open for examination by the local authorities until the statute of limitations has passed.
Comprehensive loss
Comprehensive loss is defined as the change in equity during the period from transactions and other events, excluding the changes resulting from investments by owners and distributions to owners, and is not included in the computation of income tax expense or benefit. Accumulated comprehensive loss consists of foreign currency translation. The Company presents comprehensive loss in accordance with ASC 220, Comprehensive Income.
Loss per share
The Company calculates loss per share in accordance with ASC Topic 260 “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential ordinary shares equivalents had been issued and if the additional common shares were dilutive.
As of December 31, 2025 and June 30, 2026, the Company’s potentially dilutive securities, which include share options and warrants, have been excluded from the computation of diluted loss per share as the effect would be to reduce the loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted loss per share attributable to shareholders is the same.
The
F-15
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Commitments and contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and environmental claims arising out of the normal course of businesses that relate to a wide range of matters, including among others, contracts breach liability. The Company records accruals for such contingencies based upon the assessment of the probability of occurrence and, where determinable, an estimate of the liability. Management may consider many factors in making these assessments including past history, scientific evidence and the specifics of each matter. The Company’s management has evaluated all such proceedings and claims that existed as of December 31, 2025 and June 30, 2026.
Provision for compensation
The Company recognizes a provision for staff injury compensation in accordance with the requirements of ASC 450. This provision is established to account for potential liabilities arising from work-related injuries or illnesses incurred by the Company’s employee. The provision is calculated based on estimated maximum future cash outflows to settle the staff injury claim in accordance with Hong Kong Employees’ Compensation Ordinance and ASC 450. The claim considers the assessment of loss of earning capacity including the necessary period of absence from duty and the percentage of loss of earning capacity permanently caused to the employee as a result of the work injury.
Management believes that the provision for compensation adequately reflects the Company’s potential liabilities. However, actual outcomes may differ from the estimates due to uncertainties inherent in the assessment of future claims and changes in applicable laws or regulations. The provision is reviewed and adjusted on a regular basis to reflect any changes in the estimates of future cash outflows (i.e. court decisions may require adjustments to provision.) Any adjustments will increase/decrease in the provision in the period in which the change occurs.
During the six months ended June 30, 2025, a staff injury case was settled and fully compensated by the Company’s insurance provider. Consequently, the previously recognized provision for staff injury compensation of $
Provision for penalty
The Company recognizes a provision for penalty claim in accordance with the requirements of ASC 450. The Company was involved in a dispute with one of its suppliers regarding a penalty claim. The supplier issued the penalty invoice due to the Company’s insufficient occupancy of the cargo aircraft capacity, which resulted in an inadequate load weight for the aircraft. As a result, the supplier charged the Company for freight rate, fuel surcharge, and security charges for a total amount of $
Management believes that the provision for penalty adequately reflects the Company’s potential liabilities. However, actual outcomes may differ from the estimates due to uncertainties inherent in the assessment of future claims and changes in applicable laws or regulations. The provision was reviewed and adjusted on a regular basis to reflect any changes in the estimates of future cash outflows. Any adjustments will increase/decrease in the provision in the period in which the change occurs.
During the six months ended June 30, 2025, the management reached a settlement agreement with the supplier for $
F-16
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Non-controlling interest
Non-controlling interest are recognized to reflect the portion of their equity that is not attributable, directly or indirectly, to the Company as the controlling shareholder. For the Company’s consolidated subsidiaries, non-controlling interests represent a minority shareholder’s
Non-controlling interest are presented as a separate line item in the equity section of the Company’s consolidated balance sheets and have been separately disclosed in the Company’s unaudited interim condensed consolidated statements of operations and comprehensive loss to distinguish the interests from that of the Company.
Segment reporting
ASC 280, Segment Reporting, establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers.
Based on the criteria established by ASC 280, the CODM has been identified as the Company’s chief executive officer. The CODM has determined that the Company operates as a single operating segment and uses consolidated net income (loss) as measures of profit or loss on a consolidated basis when making decisions regarding resource allocation and performance assessment. The Company’s key financial metrics used by the CODM help make key operating decisions, including allocation of budget between cost of revenue and general and administrative expenses.
Related party
In general, related parties exist when there is a relationship that offers the potential for transactions at less than arm’s-length, favorable treatment, or the ability to influence the outcome of events different from that which might result in the absence of that relationship. A related party may be any of the following: a) an affiliate, which is a party that directly or indirectly controls, is controlled by, or is under common control with another party; b) a principle owner, owner of record or known beneficial owner of more than 10% of the voting interest of an entity; c) management, which are persons having responsibility for achieving objectives of the entity and requisite authority to make decision; d) immediate family of management or principal owners; e) a parent Company and its subsidiaries; and f) other parties that have ability to significant influence the management or operating policies of the entity. The Company discloses all significant related party transactions.
The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. Per ASC 850-10-50-5: “Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.”
Economic and political risks
The Company’s operations are conducted in Hong Kong. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in Hong Kong, and by the general state of the Hong Kong economy.
The Company’s operations in Hong Kong are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange, such as tariffs imposed by other countries. The Company’s results may be adversely affected by changes in the political and social conditions in Hong Kong and countries in the where its goods are imported, as well as by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.
F-17
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Credit risk
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, accounts receivable and contract assets and loan receivables. All of the Company’s cash and cash equivalents and restricted cash is maintained with banks in Hong Kong. Cash balances in bank accounts in Hong Kong are insured under the Deposit Protection Scheme introduced by the Hong Kong Government for a maximum amount of $
Exchange risk
The reporting currency of the Company is $. To date the majority of the revenues and costs are denominated in HKD and a significant portion of the assets and liabilities are denominated in HKD. There was no significant exposure to foreign exchange rate fluctuations and the Company has not maintained any hedging policy against foreign currency risk. The management will consider hedging significant currency exposure should the need arise. Under the Linked Exchange Rate System in Hong Kong, HKD is pegged to $. Therefore the Company does not expose to significant exchange rate risk in respect of its assets and liabilities denominated in HKD.
Recently issued accounting pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting the standard on the unaudited interim condensed consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 improves existing guidance within Accounting Standards Codification (“ASC”) Topic 270 by clarifying the scope and applicability of the standard and by providing a comprehensive list of interim disclosure requirements. ASU 2025-11 also establishes a principle to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact this ASU will have on its unaudited interim condensed consolidated financial statements.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited interim condensed consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.
F-18
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – CONCENTRATION OF REVENUES AND COST OF REVENUE
Concentration of major customers and suppliers:
| For the six months ended June 30, | ||||||||||||||||
| 2025 | 2026 | |||||||||||||||
| Major customers representing more than 10% of the Company’s revenues | ||||||||||||||||
| Customer A | $ | % | $ | % | ||||||||||||
| Customer B | — | % | % | |||||||||||||
| Customer C | — | % | % | |||||||||||||
| Total Revenues | $ | % | $ | % | ||||||||||||
Revenues from the Company’s major customers accounted for
| As of December 31, | As of June 30, | |||||||||||||||
| 2025 | 2026 | |||||||||||||||
| Major customers of the Company’s accounts receivable | ||||||||||||||||
| Customer A | $ | % | $ | % | ||||||||||||
| Customer B | % | % | ||||||||||||||
| Customer C | — | % | % | |||||||||||||
| Total | $ | % | $ | % | ||||||||||||
Accounts receivable from the Company’s major customers accounted for
| For the six months ended June 30, | ||||||||||||||||
| 2025 | 2026 | |||||||||||||||
| Major suppliers of the Company’s cost of revenue | ||||||||||||||||
| Supplier A | $ | % | $ | % | ||||||||||||
| Supplier B | % | % | ||||||||||||||
| Total Cost of Revenue | $ | % | $ | % | ||||||||||||
Cost of revenue from the Company’s major suppliers accounted for
| As of December 31, | As of June 30, | |||||||||||||||
| 2025 | 2026 | |||||||||||||||
| Major suppliers of the Company’s accounts payable | ||||||||||||||||
| Supplier A | $ | % | $ | % | ||||||||||||
| Supplier B | % | % | ||||||||||||||
| Supplier C | % | % | ||||||||||||||
| Supplier D | % | % | ||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
Accounts payable from the Company’s major suppliers accounted for
F-19
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – OTHER INCOME
| For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Management fee income | $ | $ | — | |||||
| Management fee income from a related party | — | |||||||
| Reversal of provision for penalty* | — | |||||||
| Reversal of provision for compensation** | — | |||||||
| Miscellaneous income | — | |||||||
| Total | $ | $ | ||||||
| * |
| ** |
NOTE 5 – RESTRICTED CASH
Restricted cash represents amounts held by bank as security for banking facilities and therefore it is not available for the Company’s use until such time as the banking facilities have been fulfilled or expired.
As of December 31, 2025 and June 30, 2026, the Company pledged its fixed deposits of $
As of December 31, 2025 and June 30, 2026, all restricted cash has original maturities of three months or less when acquired.
NOTE 6 – ACCOUNTS RECEIVABLE, NET
Accounts receivable is presented net of allowance for expected credit loss:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2026 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for expected credit loss | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
The movement of allowances for expected credit loss is as follow:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2026 | |||||||
| Balance at beginning of the year/period | $ | ( | ) | $ | ( | ) | ||
| Reversal (provision) | ( | ) | ||||||
| Total | $ | ( | ) | $ | ( | ) | ||
F-20
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 – CONTRACT ASSETS, NET AND LIABILITIES
Contract assets is presented net of allowance for expected credit loss.
| As of December 31, | As of June 30, | |||||||
| 2025 | 2026 | |||||||
| Contract assets | $ | $ | ||||||
| Less: allowance for expected credit loss | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
The movement of contract assets is as follows:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2026 | |||||||
| Balance at beginning of the year/period | $ | $ | ||||||
| Additions | ||||||||
| Reclassified to receivables due to billings | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
The movement of allowances for expected credit loss is as follow:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2026 | |||||||
| Balance at beginning of the year/period | $ | ( | ) | $ | ( | ) | ||
| Reversal (provision) | ( | ) | ||||||
| Total | $ | ( | ) | $ | ( | ) | ||
Contract liabilities are recognized when the Company received prepayments from customers. Contract liabilities will be recognized as revenue when promised services are provided. Contract liabilities were $
NOTE 8 — LOAN RECEIVABLE, NET
In December 2025, the Company entered into a loan agreement to lend $
Interest income of nil and $
In June 2026, the Company entered into a loan agreement to lend $
Interest income of nil and $
F-21
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 — LOAN RECEIVABLE, NET (CONTINUED)
Loan receivable is presented net of allowance for expected credit losses:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2026 | |||||||
| Loan receivable, unsecured | ||||||||
| —Principal | $ | $ | ||||||
| —Interest receivables | ||||||||
| $ | $ | |||||||
| Less: allowance for expected credit losses | ( | ) | ( | ) | ||||
| Total | ||||||||
The movement of allowance for expected credit losses is as follows:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2026 | |||||||
| Balance at beginning of the year/period | $ | — | $ | ( | ) | |||
| Provision | ( | ) | ( | ) | ||||
| Total | $ | ( | ) | $ | ( | ) | ||
NOTE 9 — PREPAYMENTS AND OTHER CURRENT ASSETS, NET
Prepayments and other current assets is presented net of allowance for expected credit loss:
As of December 31, | As of June 30, | |||||||
| 2025 | 2026 | |||||||
| Prepayments and other current assets | $ | $ | ||||||
| Less: allowance for expected credit loss | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
The movement of allowances for expected credit loss is as follow:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2026 | |||||||
| Balance at beginning of the year/period | $ | ( | ) | $ | ( | ) | ||
| Reversal (provision) | ( | ) | ||||||
| Total | $ | ( | ) | $ | ( | ) | ||
F-22
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 — MARKETABLE EQUITY SECURITIES
Marketable equity securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings.
Marketable equity securities consisted of the following:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2026 | |||||||
| Cost | $ | $ | ||||||
| Unrealized gains | ||||||||
| Total | $ | $ | ||||||
As of December 31, 2025 and June 30, 2026, the equity securities primarily consist of
The XMax Shares are pledged as collateral to secure other borrowings of $
The unrealized gains on marketable equity securities were nil and $
The Company determines the fair value of marketable equity securities using Level 1 inputs based on quoted market prices in active markets.
During the six months ended June 30, 2025 and 2026, the Company sold nil and
NOTE 11 – PROPERTY, PLANT AND EQUIPMENT, NET
As of December 31, 2025 and June 30, 2026, property, plant and equipment, net consisted of the following:
As of December 31, | As of June 30, | |||||||
| 2025 | 2026 | |||||||
| Buildings | $ | $ | ||||||
| Leasehold improvement | ||||||||
| Machinery and equipment | ||||||||
| Motor vehicles | ||||||||
| Furniture and fixtures | ||||||||
| Total property plant and equipment, at cost | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property, plant and equipment, net | $ | $ | ||||||
Depreciation expense for the six months ended June 30, 2025 and 2026 was $
F-23
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12 – LEASES
The Company has various operating leases for office space and photocopiers. The lease agreements do not specify an explicit interest rate. The Company’s management believes that the Hong Kong Dollar Best Lending Rate (“BLR”) was the most indicative rate of the Company’s borrowing cost for the calculation of the present value of the lease payments; the rate used by the Company as quoted by the BLR ranged from
As of December 31, 2025 and June 30, 2026, the right-of-use assets totaled $
As of December 31, 2025 and June 30, 2026, lease liabilities consist of the following:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2026 | |||||||
| Lease liabilities - current portion | $ | $ | ||||||
| Lease liabilities - non-current portion | ||||||||
| Total | $ | $ | ||||||
During the six months ended June 30, 2025 and 2026, the Company incurred total operating lease expenses of $
Other lease information is as follows:
| For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Weighted-average remaining lease term - operating leases | | |||||||
| Weighted-average discount rate - operating leases | % | % | ||||||
The following is a schedule of future minimum payments under operating leases as of June 30, 2026:
| As of June 30, | ||||
| Within 12 months | $ | |||
| More than 12 months and within 24 months | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total operating lease liabilities, net of interest | $ | |||
F-24
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13 – OTHER PAYABLES AND ACCRUED LIABILITIES
Other payables and accrued liabilities are summarized as follow:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2026 | |||||||
| Provision for staff bonus and unused annual leave | $ | $ | ||||||
| Accrued staff salaries | ||||||||
| Accrued administrative expenses | ||||||||
| Other payables | ||||||||
| Total | $ | $ | ||||||
NOTE 14 – ACCOUNTS PAYABLE
Accounts payable are summarized as follow:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2026 | |||||||
| Freight fee and other handling charges | $ | $ | ||||||
| Freight fee and other handling charges – related party | ||||||||
| Total | $ | $ | ||||||
NOTE 15 — BORROWINGS
As of December 31, 2025 and June 30, 2026, interest-bearing borrowings consist of the following:
| As of December 31, | As of June 30, | |||||||||
| Notes | 2025 | 2026 | ||||||||
| Secured bank loan, due October 2040 | (1) | $ | $ | |||||||
| Other secured borrowings | (2) | |||||||||
| Total | $ | $ | ||||||||
Notes:
| (1) | The secured bank loan was obtained from Nanyang Commercial Bank, Limited and bears interest at Hong Kong dollar prime rate minus |
| (2) | The other secured borrowings were obtained from a financial institution, an independent third party, and are collateralized by marketable equity securities with a carrying amount of $ |
F-25
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15 — BORROWINGS (CONTINUED)
As of June 30, 2026, annual contractual repayments on bank borrowings in the next five fiscal years and thereafter are as follows:
| As of June 30, 2026 | ||||
| June 30, 2027 | $ | |||
| June 30, 2028 | ||||
| June 30, 2029 | ||||
| June 30, 2030 | ||||
| June 30, 2031 | ||||
| Thereafter | ||||
| $ | ||||
| Less: Interest | ( | ) | ||
| Total bank borrowings, net of interest | ||||
As of June 30, 2026, annual principal maturities on bank borrowings maturing in the next five fiscal years and thereafter are as follows:
| As of June 30, 2026 | ||||
| June 30, 2027 | $ | |||
| June 30, 2028 | ||||
| June 30, 2029 | ||||
| June 30, 2030 | ||||
| June 30, 2031 | ||||
| Thereafter | ||||
| Total bank borrowings, net of interest | ||||
NOTE 16 — WARRANTS
Unit purchase options
In connection with the business combination with AIB Acquisition Corporation in July 18, 2024, there were
F-26
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16 — WARRANTS (CONTINUED)
The Warrants issued in the Private Placement
In November 2025, the Company issued
The Purchasers exercised all of the Warrants then outstanding pursuant to the alternate cashless exercise provision of the warrant agreement, without the payment of any cash exercise price. Under the alternate cashless exercise provision, the number of Ordinary Shares issuable upon exercise of the Warrants was determined based on the volume weighted average price of the Ordinary Shares at the time of exercise.
A summary of the activities of the Warrants issued in the Private Placement is presented in the following table:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2026 | |||||||
| Balance at beginning of the year/period | $ | — | $ | |||||
| Warrants issued | — | |||||||
| Fair value change in the warrant liabilities | ||||||||
| Warrants cashless exercised | — | ( | ) | |||||
| Total | $ | $ | — | |||||
In connection with the settlement, the Company derecognized warrant liabilities with a carrying amount of $
The following are the assumptions used in valuing the warrant liabilities by Black-Scholes model as of December 31, 2025 and exercise date (in percentages, except as noted):
| As of | ||||||||
| December 31, 2025 | Exercise date | |||||||
| Liquidity discount | ||||||||
| Volatility | ||||||||
| Risk-free rate | ||||||||
| Expected life (years) | ||||||||
| Dividend yield | ||||||||
| Exercise price | $ | $ | ||||||
| Market price | $ | $ | ||||||
The warrant liabilities were classified within Level 3 of the fair value hierarchy, as their fair values were determined using significant unobservable inputs, including liquidity discount and volatility. During the period, warrants were exercised on a cashless basis; such warrants were settled based on the observable volume weighted average price of the underlying shares and are reflected as settlements in the Level 3 rollforward. There were no transfers into or out of Level 3 during the periods presented.
F-27
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17 – SHAREHOLDERS’ EQUITY
As of December 31, 2025 and June 30, 2026, the Company was authorized to issue
Reverse Stock Split
Please refer to Note 1 regarding the Reverse Stock Split for details.
Private Placement
Please refer to Note 1 regarding the Private Placement for details. On February 3, 2026, the Company issued
Share options
In connection with the 2024 Plan as defined and mentioned in Note 18,
Dividends
The ordinary shareholders are entitled to receive dividends, if and when declared by the Company’s board of directors. There is no declaration of dividends for the six months ended June 30, 2025 and 2026.
NOTE 18 — SHARE-BASED COMPENSATION
In July 2024, the board of directors of the Company approved the grant of
Compensation expense is recognized over the vesting period of the share options based on the fair value of the shares at the grant date. The fair value of share options is determined using the Binomial Option Pricing Model. Certain shares vest on the grant date or the first anniversary of the vesting commencement date, while others vest on the second anniversary. As of December 31, 2025 and June 30, 2026, a total of
The weighted average grant date fair value is $
| As of the | ||||
| grant date | ||||
| Volatility | ||||
| Risk-free rate | ||||
| Pre-vesting forfeiture rate | ||||
| Dividend yield | ||||
F-28
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 18 — SHARE-BASED COMPENSATION (CONTINUED)
A summary of changes in the Company’s nonvested share options for the year is summarized as follows:
| Weighted | ||||||||
| average grant | ||||||||
| Number of | date per share | |||||||
| shares | fair value | |||||||
| Balance at January 1, 2025 | $ | |||||||
| Vested and exercised | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Non-vested at December 31, 2025 | $ | |||||||
| Balance at January 1, 2026 | $ | |||||||
| Forfeited | ( | ) | ||||||
| Non-vested at June 30, 2026 | $ | |||||||
As of December 31, 2025 and June 30, 2026, there was $
The share-based compensation expense and benefit related to share options are recorded as components of general and administrative expenses.
NOTE 19 – DISAGGREGATED REVENUES
Information for the Company’s breakdown of revenues by service type for the six months ended June 30, 2025 and 2026 are as follows:
| For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Freight forwarding services | ||||||||
| - Air freight | $ | $ | ||||||
| - Ocean freight | ||||||||
| Subtotal | ||||||||
| Ancillary logistic services | ||||||||
| Total | $ | $ | ||||||
F-29
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 19 – DISAGGREGATED REVENUES (CONTINUED)
Information for the Company’s breakdown of revenue from freight forwarding services for the six months ended June 30, 2025 and 2026 are as follows:
| For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Export shipments | ||||||||
| - Air | $ | $ | ||||||
| - Ocean | ||||||||
| - Subtotal | ||||||||
| Import shipments | ||||||||
| - Air | — | |||||||
| - Ocean | ||||||||
| - Subtotal | ||||||||
| Total | $ | $ | ||||||
Information for the Company’s breakdown of export revenue destination for the six months ended June 30, 2025 and 2026 are as follows:
| For the six months ended June 30, | ||||||||||||||||
| 2025 | 2026 | |||||||||||||||
| United States | $ | % | $ | % | ||||||||||||
| Canada | % | % | ||||||||||||||
| France | % | % | ||||||||||||||
| United Kingdom | % | % | ||||||||||||||
| The Netherlands | % | % | ||||||||||||||
| Mexico | % | % | ||||||||||||||
| Others (Note) | % | % | ||||||||||||||
| Total export revenue | $ | % | $ | % | ||||||||||||
Note: Others represent several countries including, among others, Qatar, Japan, Malaysia and Cyprus, etc.
Information for the Company’s breakdown of revenue by types of customers for the six months ended June 30, 2025 and 2026 are as follows:
| For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Freight forwarders | $ | $ | ||||||
| Direct customers | ||||||||
| Total | $ | $ | ||||||
F-30
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 20 – INCOME TAX
Cayman Islands and British Virgin Islands (“BVI”)
The Company is incorporated in the Cayman Islands and several of its wholly-owned subsidiaries are incorporated in BVI. Under the current laws of the Cayman Islands and the BVI, these entities are not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the Cayman Islands and the BVI.
Hong Kong
On March 21, 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”) which introduces the two-tiered profits tax rates regime. The Bill was signed into law on March 28, 2018 and was gazetted on the following day. Under the two-tiered profits tax rates regime, the first HKD
For the six months ended June 30, 2025 and 2026, the Company generated substantially all of its taxable income in Hong Kong. The tax expenses records in the Company’s result of operations are almost entirely attributable to income earned in Hong Kong. Should the Company’s operations expand or change in the future, where the Company generates taxable income in other jurisdictions, the Company’s effective tax rates may substantially change.
Significant components of the provision for income taxes are as follows:
| For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Hong Kong profit tax: | ||||||||
| - Current period | $ | — | $ | — | ||||
| Income tax expenses | $ | — | $ | — | ||||
The effective tax rates on loss before income taxes for the six months ended June 30, 2025 and 2026 was
The Company is headquartered in Hong Kong and the subsidiaries incorporated in Hong Kong functions as the Company’s primary business operation center. Therefore, the Company uses Hong Kong’s income tax rate as applicable statutory income tax rate. As previously disclosed for the six months ended June 30, 2025, prior to the adoption of ASU 2023-09, a reconciliation of the differences between the Hong Kong statutory income tax rate and the Company’s effective income tax rate is as follows:
The following table reconciles statutory rate to effective tax rate:
| For the six months ended June 30, | ||||||||
| 2025 | ||||||||
| Hong Kong statutory income tax rate | % | |||||||
| - Non-taxable income | % | |||||||
| - Non-deductible expenses | ( | )% | ||||||
| - Deductible temporary difference not recognized | ( | )% | ||||||
| - Tax loss not recognized | ( | )% | ||||||
| Effective tax rate | % | |||||||
F-31
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 20 – INCOME TAX (CONTINUED)
The table below provides the updated requirements of ASU No. 2023-09 for the six months ended June 30, 2026.
Income (loss) before provision for income tax were generated in the following jurisdictions:
| For the six months ended June 30, 2026 | ||||
| Domestic component | ||||
| Hong Kong | ( | ) | ||
| Foreign components | ||||
| BVI | ||||
| Cayman | ( | ) | ||
| Total | ( | ) | ||
A reconciliation of the Hong Kong statutory income tax rate of
For the six months ended June 30, | ||||||||
| Loss before provision for income tax | ( | ) | ||||||
| Hong Kong income tax rate | ( | ) | % | |||||
| Foreign tax effects | ||||||||
| Statutory tax rate difference between foreign jurisdictions and Hong Kong | ( | )% | ||||||
| Other nontaxable or nondeductible items, net | ( | )% | ||||||
| Temporary differences not recognized | ( | ) | % | |||||
| Tax losses not recognized | ( | )% | ||||||
| — | % | |||||||
Significant components of the Company’s net deferred tax assets were as follows:
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| Deferred tax asset | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Total deferred tax asset | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax asset, net of allowance | $ | — | $ | — | ||||
All net operating loss carryforwards are in Hong Kong and do not expire.
Realization of the Company’s deferred tax asset is dependent upon the Company generating sufficient taxable income in future years to obtain benefit from the reversal of temporary differences.
Management considered all available evidence under existing tax law and anticipated expiration of tax statutes and determined that a valuation allowance of $
F-32
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 21 – RELATED PARTY TRANSACTIONS
(a) Names and relationship of related parties:
| Existing relationship with the Company | ||
| Rich Fame International Limited | ||
| Profit Sail International Express (SZX) Company Limited |
(b) Summary of balances with related parties:
| As of December 31, | As of June 30, | |||||||||
| Amounts due to related parties: | Note | 2025 | 2026 | |||||||
| Profit Sail International Express (SZX) Company Limited | (1) | $ | $ | — | ||||||
| Rich Fame International Limited | (1) | |||||||||
| Total | $ | $ | ||||||||
| As of December 31, | As of June 30, | |||||||||
| Amount due from a related party: | Note | 2025 | 2026 | |||||||
| Profit Sail International Express (SZX) Company Limited | (2) | $ | $ | — | ||||||
| Total | $ | $ | — | |||||||
| As of December 31, | As of June 30, | |||||||||
| Account receivables from a related party | Note | 2025 | 2026 | |||||||
| Profit Sail International Express (SZX) Company Limited | $ | $ | ||||||||
| Total | $ | $ | ||||||||
Notes:
| 1. |
| 2. | |
| 3 | Accounts receivable represents services fee income receivables from provision of logistics and freight handling services based on a mutually agreed price for each transaction. |
F-33
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 21 – RELATED PARTY TRANSACTIONS (CONTINUED)
Amount due from a related party is presented net of allowance for expected credit losses:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2026 | |||||||
| Amount due from a related party | $ | $ | — | |||||
| Less: allowance for expected credit losses | ( | ) | — | |||||
| Total | $ | $ | — | |||||
The movement of allowance for expected credit losses is as follows:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2026 | |||||||
| Balance at beginning of the year | $ | — | $ | ( | ) | |||
| (Provision) reversal | ( | ) | ||||||
| Total | $ | ( | ) | $ | — | |||
(c) Summary of related party transactions:
A summary of trade transactions with related parties for the six months ended June 30, 2025 and 2026 are listed below:
| For the six months ended June 30, | ||||||||
| Services fee income from a related party: | 2025 | 2026 | ||||||
| Profit Sail International Express (SZX) Company Limited | $ | $ | ||||||
| Total | $ | $ | ||||||
The amounts for the six months ended June 30, 2025 and 2026 represented services fee income from provision of logistics and freight handling services based on a mutually agreed price for each transaction.
| For the six months ended June 30, | ||||||||
| Freight charges and other handling charges charged by related parties: | 2025 | 2026 | ||||||
| Profit Sail International Express (SZX) Company Limited | $ | $ | ||||||
| Total | $ | $ | ||||||
The amounts for the six months ended June 30, 2025 and 2026 represented charges paid for freight and other handling services based on a mutually agreed price for each transaction.
| For the six months ended June 30, | ||||||||
| Other income - management fee income from a related party: | 2025 | 2026 | ||||||
| Profit Sail International Express (SZX) Company Limited | $ | $ | - | |||||
| Total | $ | $ | - | |||||
The amounts for the six months ended June 30, 2025 and 2026 represented services fee income from provision of management services based on the contractual terms of the related agreements. On April 15, 2019, the Company entered into several management fee agreements with Profit Sail International Express (SZX) Company Limited for the provision of management services including administrative, handling and office services, effective from May 1, 2019. The agreements shall remain valid until further notice by both parties. The management fee was based on the Company’s workload devoted to the related party.
F-34
PS INTERNATIONAL GROUP LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 22 — SEGMENT INFORMATION
The Company uses the management approach in determining its operating segments. The Company’s CODM has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. For the purpose of internal reporting and management’s operation review, the Company’s chief executive officer does not segregate the Company’s business by service lines. Management has determined that the Company has
NOTE 23 – SUBSEQUENT EVENTS
The Company evaluates subsequent events that have occurred after the balance sheet date but before the unaudited interim condensed consolidated financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the dates of the balance sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has analyzed its operations subsequent to June 30, 2026 to the date of November 3, 2026, these unaudited interim condensed consolidated financial statements were issued, and has determined that it does not have any material events to disclose, except disclosed elsewhere in the notes to the unaudited interim condensed consolidated financial statements.
Shelf Registration Statement on Form F-3
On August 4, 2026, the Company filed a registration statement on Form F-3 (File No. 333-297955) with the U.S. Securities and Exchange Commission (the “SEC”) using a shelf registration process, and the registration statement was declared effective by the SEC on August 19, 2026. Under the shelf registration statement, the Company may, from time to time, offer and sell, in one or more offerings, up to an aggregate initial offering price of US$
This event is a non-recognized subsequent event and, accordingly, has no effect on the unaudited interim condensed consolidated financial statements. As of the date these unaudited interim condensed consolidated financial statements were issued, no securities had been offered or sold under the shelf registration statement.
F-35
Exhibit 99.2
PS International Group Ltd. Announces First Half 2026 Unaudited Financial Results
HONG KONG, Nov. 03, 2026 (GLOBE NEWSWIRE) -- PS International Group Ltd. (NASDAQ: PSIG) (“PSIG” or the “Company”), a long-established global logistics service provider headquartered in Hong Kong specializes in cross-border air freight services, today announced its unaudited financial results for the six months ended June 30, 2026.
Financial Summary for the Six Months Ended June 30, 2026
| ● | Revenues were $26.5 million, an increase of 14.4%. |
| ● | Gross profit was $0.1 million, a decrease of 38.8%. |
| ● | Net loss was $10.1 million, compared to a net loss of $0.4 million in the prior period. |
Key Components of Our Results of Operations
The following table sets forth a summary of our unaudited consolidated results of operations for the six months ended June 30, 2025 and 2026. This information should be read together with our consolidated financial statements and related notes included elsewhere in this document.
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| US$ | US$ | |||||||
| Revenues | 23,124,641 | 25,100,878 | ||||||
| Revenues - Related Party | 63,159 | 1,432,713 | ||||||
| Total Revenues | 23,187,800 | 26,533,591 | ||||||
| Cost of Revenue | 22,476,099 | 26,184,117 | ||||||
| Cost of Revenue – Related Party | 499,718 | 219,713 | ||||||
| Total Cost of Revenue | 22,975,817 | 26,403,830 | ||||||
| Gross Profit | 211,983 | 129,761 | ||||||
| General and administrative expenses | 2,159,899 | 1,353,046 | ||||||
| Total operating expenses | 2,159,899 | 1,353,046 | ||||||
| Loss from Operations | (1,947,916 | ) | (1,223,285 | ) | ||||
| Other Income (Loss): | ||||||||
| Interest income | 20,878 | 60,227 | ||||||
| Interest expense | — | (233,728 | ) | |||||
| Change in fair value of warrant liabilities | — | (11,811,648 | ) | |||||
| Gains on settlement of warrant liabilities | — | 628,406 | ||||||
| Net gains on marketable equity securities | — | 2,512,725 | ||||||
| Other income | 1,468,587 | 12 | ||||||
| Exchange gain (loss) | 43,253 | (4,556 | ) | |||||
| Total other income (loss) | 1,532,718 | (8,848,562 | ) | |||||
| Loss Before Income Tax | (415,198 | ) | (10,071,847 | ) | ||||
| Income Tax | — | — | ||||||
| Net Loss | (415,198 | ) | (10,071,847 | ) | ||||
| Net loss attributable to PS International Group Ltd. | (416,808 | ) | (10,064,745 | ) | ||||
| Weighted average ordinary shares outstanding – basic and diluted | 3,247,117 | 14,145,276 | ||||||
| Net loss per ordinary share – basic and diluted | (0.13 | ) | (0.71 | ) | ||||
Revenues
We generate revenues primarily from the provision of air and ocean export and import freight forwarding services during the six months ended June 30, 2025 and 2026. The table below sets forth the breakdown of our revenues by service type for the periods indicated.
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| US$ | US$ | |||||||
| Freight forwarding services | ||||||||
| - Air freight | 22,552,413 | 26,295,812 | ||||||
| - Ocean freight | 599,588 | 236,003 | ||||||
| Subtotal | 23,152,001 | 26,531,815 | ||||||
| Ancillary logistic services | 35,799 | 1,776 | ||||||
| Total | 23,187,800 | 26,533,591 | ||||||
Freight forwarding services
The Company derives revenues primarily from our freight forwarding services include arranging for consignment upon receipt of booking instructions from customers, cargo pick up, obtaining cargo space, preparation of freight documentation, arranging for customs clearance and cargo handling at origin and destination as well as other related logistics services such as supporting transportation for freight forwarding purposes, by purchasing transportation services from direct (asset-based) carriers or other freight forwarders and reselling those services to its customers. For the six months ended June 30, 2025 and 2026, our revenues from air freight forwarding were US$22.6 million and US$26.3 million, respectively, representing 97.2% and 99.1% of our total revenue for the same period.
Ancillary logistics services
Our ancillary logistics services involve the provision of a wide range of logistics services, such as cargo pickup, cargo handling at ports and local transportation, and warehousing related services, such as repackaging, labelling, palletization, preparation of shipping documentation, arrangement of customs clearance and warehousing.
2
Revenue from freight forwarding services is mainly derived from export shipments. The following table sets forth the breakdown of revenue from freight forwarding services for the six months ended June 30, 2025 and 2026.
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| US$ | US$ | |||||||
| Export shipments | ||||||||
| - Air | 22,551,083 | 26,295,812 | ||||||
| - Ocean | 598,148 | 234,420 | ||||||
| - Subtotal | 23,149,231 | 26,530,232 | ||||||
| Import shipments | ||||||||
| - Air | 1,330 | — | ||||||
| - Ocean | 1,440 | 1,583 | ||||||
| - Subtotal | 2,770 | 1,583 | ||||||
| Total | 23,152,001 | 26,531,815 | ||||||
For the six months ended June 30, 2025 and 2026, we focused on export freight forwarding services, which contributed to US$23.2 million and US$26.5 million, respectively, representing substantially all (99.9%) of our revenue from freight forwarding services during the same period.
For the six months ended June 30, 2025 and 2026, our revenue was principally derived from the provision of air and ocean export freight forwarding services. The table below sets forth the breakdown of export revenue by destination for the periods indicated.
| For the Six Months Ended June 30, | ||||||||||||||||
| 2025 | 2026 | |||||||||||||||
| US$, except percentages | ||||||||||||||||
| United States | 16,447,419 | 71.05 | % | 15,093,633 | 56.89 | % | ||||||||||
| Canada | 935,807 | 4.04 | % | 213,254 | 0.80 | % | ||||||||||
| France | 60,860 | 0.26 | % | 20,232 | 0.08 | % | ||||||||||
| United Kingdom | 1,558,376 | 6.73 | % | 1,512,267 | 5.70 | % | ||||||||||
| The Netherlands | 1,618,362 | 7.00 | % | 926,938 | 3.49 | % | ||||||||||
| Mexico | 6,652 | 0.03 | % | 7,110,033 | 26.80 | % | ||||||||||
| Others (Note) | 2,521,755 | 10.89 | % | 1,653,875 | 6.24 | % | ||||||||||
| Total export revenue | 23,149,231 | 100 | % | 26,530,232 | 100 | % | ||||||||||
Note: Others represent a number of countries including, among others, Qatar, Japan, Malaysia and Cyprus, etc.
For the six months ended June 30, 2025 and 2026, our revenue from freight and ocean forwarding services for export shipments to the United States contributed to US$16.4 million and US$15.1 million, respectively, representing 71.0% and 56.9% of our total export revenue during the same period. Export revenue to Mexico increased from US$6,652 for the six months ended June 30, 2025 to US$7,110,033 for the six months ended June 30, 2026, representing 0.03% and 26.8% of our total export revenue, respectively.
3
The following table sets forth the breakdown of our revenue by type of customers for the six months ended June 30, 2025 and 2026:
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| US$ | US$ | |||||||
| Freight forwarders | 23,040,700 | 21,961,910 | ||||||
| Direct customers | 147,100 | 4,571,681 | ||||||
| Total | 23,187,800 | 26,533,591 | ||||||
We focus on provision of freight forwarding services to freight forwarders, which generated revenue of US$23.0 million and US$22.0 million for the six months ended June 30, 2025 and 2026, respectively, representing 99.4% and 82.8% of our total revenue for the same period. Revenue from direct customers increased from US$0.1 million for the six months ended June 30, 2025 to US$4.6 million for the six months ended June 30, 2026, representing 17.2% of our total revenue for the six months ended June 30, 2026.
Cost of Revenue
Our cost of revenue amounted to US$23.0 million and US$26.4 million for the six months ended June 30, 2025 and 2026, respectively, representing 99.1% and 99.5% of our total revenue for the same periods.
Our cost of revenue mainly comprised of air and ocean freight charges, and warehouse and transportation cost. Air and ocean freight charges represented costs of cargo space charged by airlines, shipping liners or other freight forwarders. Air freight charges were the major component of our cost of revenue.
Logistics and warehousing fees primarily represent costs and service fees incurred in relation to warehousing services such as x-ray screening, storage, palletizing and consolidation performed in our warehouse and costs of local trucking and transportation services.
Gross profit
Our total gross profit amounted to US$0.2 million and US$0.1 million for the six months ended June 30, 2025 and 2026, respectively. We recorded overall gross profit margin of 0.9% and 0.5% for the same period. Our gross profit and gross profit margin are mainly affected by the spread we earn between the freight charge per kilogram payable by our customers and the freight charges payable to suppliers we are able to secure. The gross profit margin dropped came from failing to pass through rising buy-side rates in a price-competitive co-load/direct-customer mix, while the HK export lane itself shrank.
General and administrative expenses
Our general and administrative expenses decreased from US$2.2 million for the six months ended June 30, 2025 to US$1.4 million for the six months ended June 30, 2026, primarily driven by the decrease in staff costs and benefits, which was mainly attributable to the recognition of a share-based compensation benefit of US$77,704 in the first six months of 2026, compared with share-based compensation expenses of US$663,202 recognized in the first six months of 2025.
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Other income
Our other income decreased from US$1.5 million for the six months ended June 30, 2025 to approximately nil for the six months ended June 30, 2026. The prior period benefited from the reversal of provisions for staff injury compensation of US$328,615 and for a supplier’s penalty claim of US$1,130,242 upon settlement of the related claims, whereas only miscellaneous income of US$12 was recognized in the six months ended June 30, 2026.
Interest income
Our interest income increased from US$20,878 for the six months ended June 30, 2025 to US$60,227 for the six months ended June 30, 2026, primarily due to interest income of US$60,000 recognized on the loan receivable of US$2,000,000 granted to an independent third party in December 2025.
Interest expense
For the six months ended June 30, 2026, we incurred interest expense of US$233,728, comprising US$59,542 on a secured bank loan and US$174,186 on other secured borrowings, whereas no interest expense was incurred for the six months ended June 30, 2025.
Change in fair value of warrant liabilities and gains on settlement
In connection with the cashless exercise of all outstanding Warrants on February 3, 2026, we recorded a loss of US$11.8 million from the change in fair value of warrant liabilities during the six months ended June 30, 2026, partially offset by a gain of US$628,406 on the settlement of the warrant liabilities. No such items were recorded in the six months ended June 30, 2025.
Net gains on marketable equity securities
For the six months ended June 30, 2026, we recorded net gains on marketable equity securities of US$2.5 million, consisting of unrealized gains of US$2,475,010 and a realized gain of US$37,715 on the disposal of 29,000 shares of XMax Inc. No such gains were recorded in the six months ended June 30, 2025.
Exchange gain
Our exchange gain decreased from US$43,253 for the six months ended June 30, 2025 to an exchange loss of US$4,556 for the six months ended June 30, 2026, which was primarily driven by fluctuation of RMB and US$ against HKD.
Income tax
Our income tax expense for the six months ended June 30, 2025 and for the six months ended June 30, 2026, respectively, were Nil as a result of taxable loss incurred for both periods.
Net loss
As a result of the above factors, our net loss for the six months ended June 30, 2025 and for the six months ended June 30, 2026 were US$0.4 million and US$10.1 million, respectively. Net loss attributable to PS International Group Ltd. was US$0.4 million and US$10.1 million for the respective periods. Our net loss margin changed from -1.8% for the six months ended June 30, 2025 to -38.0% for the six months ended June 30, 2026.
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Cash flows
The table below sets forth a summary of our cash flows for the six months ended June 30, 2025 and 2026:
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| US$ | US$ | |||||||
| Net cash (used in) operating activities | (817,584 | ) | (3,173,760 | ) | ||||
| Net cash (used in) investing activities | (1,014,208 | ) | (36,935 | ) | ||||
| Net cash (used in) financing activities | — | (565,175 | ) | |||||
| Net (decrease) in cash and cash equivalents and restricted cash | (1,831,792 | ) | (3,775,870 | ) | ||||
Cash used in operating activities
Our operating cash inflow is primarily from our operating activities principally from the receipt of payments for our provision of freight forwarding services, whereas our outflow from operating activities is principally for freight charges, ancillary service fees payable to suppliers, payment of salaries and employee benefits and general and administrative expenses.
For the six months ended June 30, 2025, our net cash used in operating activities was US$0.8 million, mainly attributable to (i) our net loss of US$0.4 million which was primarily adjusted for operating lease expenses of US$51,352, share-based compensation expenses of US$663,202 and reversal of provision for compensation and penalty of US$1.4 million; (ii) decrease in accounts payables to third party of US$7.3 million; (iii) decrease in other payables and accrued liabilities of US$0.2 million; and (iv) decrease in provision for penalty of US$0.1 million; which was partially offset by (v) decrease in accounts receivables of US$7.5 million and (vi) decrease in contract assets of US$0.7 million.
For the six months ended June 30, 2026, our net cash used in operating activities was US$3.2 million, mainly attributable to (i) our net loss of US$10.1 million, which was primarily adjusted for the change in fair value of warrant liabilities of US$11.8 million, depreciation of property, plant and equipment of US$109,014 and operating lease expenses of US$44,104, and partially offset by net gains on marketable equity securities of US$2.5 million, gains on settlement of warrant liabilities of US$0.6 million and a share-based compensation benefit of US$77,704; (ii) decrease in accounts payable of US$3.6 million and decrease in other payables and accrued liabilities of US$0.3 million; which was partially offset by (iii) decrease in accounts receivable of US$1.0 million, settlement of the amount due from a related party of US$0.9 million and decrease in accounts receivable from a related party of US$0.4 million.
Cash used in investing activities
Our net cash used in investing activities primarily relates to the purchase of property, plant and equipment and loans granted, partially offset by proceeds from the disposal of marketable equity securities.
For the six months ended June 30, 2025, our net cash used in investing activity of purchasing the office premises and motor vehicle parking spaces was US$1 million.
For the six months ended June 30, 2026, our net cash used in investing activities was US$36,935, primarily comprising proceeds from the disposal of marketable equity securities of US$211,635, partially offset by the purchase of property, plant and equipment of US$165,494 and a loan granted of US$83,076.
Cash used in financing activities
For the six months ended June 30, 2025, there was no financing activity.
For the six months ended June 30, 2026, our net cash used in financing activities was US$565,175, representing the repayment of borrowings.
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Recent Development
(a) Cashless Exercise of Warrants
On February 3, 2026, in connection with the Private Placement completed on November 12, 2025, the Company issued 6,753,470 ordinary shares to the Purchasers in exchange for all of the Warrants then outstanding, pursuant to the alternate cashless exercise provision of the warrant agreement. As a result, the warrant liabilities with a carrying amount of US$34.2 million were derecognized, the ordinary shares issued were recorded at an aggregate amount of US$33.6 million, and a gain on settlement of the warrant liabilities of US$628,406 was recognized. No Warrants were outstanding as of June 30, 2026.
(b) Shelf Registration Statement on Form F-3
On August 4, 2026, the Company filed a registration statement on Form F-3 (File No. 333-297955) with the U.S. Securities and Exchange Commission (the “SEC”) using a shelf registration process, and the registration statement was declared effective by the SEC on August 19, 2026. Under the shelf registration statement, the Company may, from time to time, offer and sell, in one or more offerings, up to an aggregate initial offering price of US$200,000,000 of ordinary shares, warrants to purchase ordinary shares, debt securities, rights and units (or any combination thereof), at prices and on terms to be determined at the time of sale and described in one or more prospectus supplements. As of the date of this press release, no securities had been offered or sold under the shelf registration statement.
About PS International Group Ltd.
PSIG is a long-established global logistics and supply chain solution provider specializing in air freight forwarding, ocean freight forwarding and end-to-end supply chain ancillary services, connecting Asian transportation hubs with the United States and over 140 other global markets. The Company operates its core businesses through two Hong Kong-based operating subsidiaries: Profit Sail Int’l Express (H.K.) Limited and Business Great Global Supply Chain Limited. Additional corporate and operational information is available on the Company’s official website: https://www.psi-groups.com/.
Forward-Looking / Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the Company’s expectations, beliefs, plans, objectives, prospects and future financial or operating performance, and future capital market and operational strategies. These statements use identifying terminology such as “intend,” “will,” “plan,” “may,” “anticipate,” “evaluate,” “potential” and similar phrasing.
All forward-looking statements rely on management’s current expectations, forecasts and assumptions, and carry inherent known and unknown risks, uncertainties and external variables that could cause actual outcomes to differ materially from projected results. Key risks include volatile share price performance, fluctuations in the Company’s market capitalization, challenging global logistics market conditions, and unforeseen regulatory or capital market barriers. The Company undertakes no public obligation to update, amend or revise any forward-looking statements to reflect post-release events, new information or changed business circumstances, unless mandatory under applicable U.S. federal securities laws. Investors should carefully review all risk disclosures and operational details contained in the Company’s SEC filings, including its annual Form 20-F and periodic Form 6-K reports, which are available for review at www.sec.gov.
For more information, please contact:
PS International Group Ltd.
Joseph Chan
Chief Financial Officer
Email: joseph.chan@psi-groups.com; Tel: (852) 2754 3320
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