Cheetah Net Supply Chain Service Inc.
11/13/2026 | Press release | Distributed by Public on 11/13/2026 16:05
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this quarterly report on Form 10-Q.
Forward-Looking Statements
This quarterly report on Form 10-Q contains "forward-looking statements." All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words "may," "will," "estimate," "intend," "continue," "believe," "expect," "plan," "project," or "anticipate," and other similar words. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth in "Item 1A. Risk Factors" included in our annual report on Form 10-K (File No. 001-41761) (the "Annual Report"), which was filed with the SEC on March 20, 2026.
Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this quarterly report. We do not intend, and undertake no obligation, to update any forward-looking statement, except as required by law.
The information included in this Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in this quarterly report on Form 10-Q, and the audited consolidated financial statements and notes and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report.
Business Overview and Recent Developing Trends
We are engaged in two principal business areas: (i) logistics and warehousing and (ii) international trading. Our logistics and warehousing business includes logistics coordination, warehousing and general labor support services. Following our acquisition of Super International in May 2026, we also commenced the international trading of large-scale industrial equipment. Through Super International, we source, purchase and sell large-scale industrial equipment, including excavators and other construction machinery and industrial construction-related supplies, in international markets and coordinate related procurement, sales and delivery arrangements. Our international trading business operates alongside our logistics and warehousing business and is intended to diversify our business operations and revenue sources.
Historically, our logistics and warehousing business primarily involved services provided in connection with the sale of parallel-import vehicles sourced in the U.S. for sale in the PRC market. Prior to its disposition in April 2026, Edward expanded our logistics and warehousing business to include the transportation of other goods between the U.S. and the PRC. Parallel-import vehicles in the PRC refer to automobiles purchased directly from overseas markets and imported for sale outside of the brand manufacturers' official distribution networks.
Between 2016 and the first half of 2022, the Company experienced growth in sales volume and gross profit due to favorable market conditions. Beginning in the second half of 2023, the business was negatively affected by a decline in customer demand due to weakening macroeconomic conditions, price competition from luxury automakers in the PRC, and a shift in consumer preference toward domestic EVs. These market challenges led to declines in parallel-import vehicle sales of 30.5% in 2023 and 95.7% in 2024, with vehicle sales declining to 14 units in 2024 from 303 units in 2023. In addition, the Company recorded a credit loss of $1.6 million for the year ended December 31, 2024, due to the increasing difficulty in collecting outstanding receivables.
On March 3, 2025, the Company's board of directors approved the discontinuation of the Company's parallel-import vehicle business. In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations, all financial results associated with
this business have been reclassified as discontinued operations in the accompanying consolidated financial statements for all periods presented. For additional financial details regarding discontinued operations, refer to Note 6 - Discontinued Operations.
The Company began its logistics and warehousing business in February 2024 by acquiring Edward to provide services related to international trade between the PRC and the U.S. In July 2024, the Company relocated its headquarters to Irvine, California, to utilize the ports of Los Angeles and Long Beach. The Company further expanded its logistics and warehousing business by acquiring TWEW in December 2024. Following the disposition of Edward in April 2026, the Company continues to conduct its logistics and warehousing business through TWEW. Following the acquisition of Super International in May 2026, the Company also directly engages in international trading of large-scale industrial equipment. Accordingly, the Company currently operates both its logistics and warehousing business and its international trading business.
Additionally, on December 19, 2024, we acquired 100% of the membership interests in NexTrade, a Delaware limited liability company, for consideration of $1. NexTrade holds 100% of the ownership interests in Naiside (Shenzhen) International Trading Co., Ltd. As of the date of this quarterly report, NexTrade itself has not directly conducted any material business operations other than holding its ownership interest in Naiside.
Further, on March 28, 2025, we incorporated a wholly owned subsidiary, Cheetah BVI, in the British Virgin Islands. The incorporation of Cheetah BVI is intended to support our future international business development and facilitate potential global partnerships. As of the date of this quarterly report, Cheetah BVI has not commenced operations.
On February 12, 2026, the Company closed the previously disclosed private placement pursuant to certain stock purchase agreements dated January 27, 2026, with certain investors and issued an aggregate of 1,115 shares of Class A Common Stock, after giving retroactive effect to the April 2026 Reverse Stock Split and the September 2026 Reverse Stock Split, for aggregate gross proceeds of approximately $40.14 million in a private placement pursuant to Regulation S under the Securities Act of 1933, as amended (the "Securities Act").
On February 2, 2026, we effected a change in our state of incorporation from the State of North Carolina to the State of Delaware by filing the applicable Articles of Conversion with the Secretary of State of the State of North Carolina and the Delaware Certificate of Conversion and the Delaware Certificate of Incorporation with the Secretary of State of the State of Delaware.
On March 25, 2026, we entered into a Stock Purchase Agreement with Bing Shao, a non-U.S. individual, and Edward, pursuant to which we agreed to sell, assign, transfer and deliver to Bing Shao 100% of the shares of common stock of Edward for an aggregate purchase price of $20,000. On April 1, 2026, the Company completed the disposition of Edward pursuant to the Stock Purchase Agreement.
On April 16, 2026, we entered into a Share Transfer Agreement with Leyan Yang, a non-U.S. individual, pursuant to which we agreed to acquire 100% of the issued and outstanding shares of Super International, a limited liability company incorporated under the laws of Hong Kong and primarily engaged in the international trading of large-scale industrial equipment and industrial construction - related supplies, for aggregate cash consideration of $4,980,000. Super International conducts its business through the sourcing, purchase and sale of large-scale industrial equipment in international markets and the coordination of related procurement, sales and delivery arrangements. On May 27, 2026, the Company completed the acquisition pursuant to the Share Transfer Agreement. As a result of the closing, Super International became a wholly owned subsidiary of the Company, and the international trading of large-scale industrial equipment became an additional business line operating alongside the Company's logistics and warehousing business.
On August 21, 2026, we entered into a sales agreement (the "August 2026 Sales Agreement") with Pacific Century Securities, LLC ("PCS"), acting as our sales agent, pursuant to which we may offer and sell, from time to time, shares of our Class A common stock, par value $0.0001 per share, having an aggregate offering price of up to $35,280,213.01 (the "August 2026 ATM Offering"). The shares are offered pursuant to a prospectus supplement dated August 21, 2026 to our registration statement on Form S-3 (Registration No. 333-281820), which was declared effective on September 6, 2024. As of the date of this Quarterly Report on Form 10-Q, we had sold an aggregate of approximately 196,850,000 shares of Class A common stock under the August 2026 ATM Offering, without giving effect to the September 2026 Reverse Stock Split described below. The aggregate gross proceeds, commissions, other offering expenses and net proceeds from these sales during the period were $14.2 million, $0.4 million, $1.3 million and $12.5 million, respectively.
On September 15, 2026, we entered into a Membership Interest Purchase Agreement (the "JoyPak Purchase Agreement") with Newland Asset Management LLC, a Delaware limited liability company ("Newland"), Redwing Capital LLC, a Texas limited liability company ("Redwing," and together with Newland, the "Sellers"), and JoyPak Supply LLC, a Nevada limited liability company primarily engaged in the sale of consumer, beauty, personal care and other everyday-use products ("JoyPak"). Pursuant to the JoyPak Purchase Agreement, we agreed to purchase from the Sellers all of the issued and outstanding membership interests of JoyPak for an aggregate purchase price of $788,000, consisting of an initial payment of $88,000 payable within two business days following execution and a payment of $700,000 payable within two business days following closing. On October 7, 2026, we completed the acquisition pursuant to the JoyPak Purchase Agreement. As a result of the closing, JoyPak became a wholly owned subsidiary of the Company. JoyPak's results of operations will be included in our consolidated financial statements beginning in the fourth quarter of 2026.
In addition, on October 9, 2026, we issued and sold 100,000 shares of Class B common stock to Huan Liu, our Chief Executive Officer, at $3.30 per share for aggregate gross proceeds of $330,000. See Note 18 - Subsequent Events.
April 2026 Reverse Stock Split
On February 3, 2026, our board of directors approved and adopted one or more potential amendments to the Certificate of Incorporation of the Company to effect one or more reverse stock splits of the Company's issued and outstanding shares of common stock, par value $0.0001 per share, consisting of Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share, at such ratio or ratios as may be determined by the board of directors in its sole discretion, provided that the aggregate ratio of all such reverse stock splits shall not exceed 1-for-500, to be effected at such time or times within 12 months following the approval of the Company's stockholders.
On February 3, 2026, Fairview Eastern International Holdings Limited and Huan Liu, collectively holding shares of Class B common stock representing approximately 79.16% of the voting power of the issued and outstanding capital stock of the Company as of that date, approved and adopted the foregoing corporate action through a written consent in lieu of a special meeting of stockholders. Such stockholder approval became effective on March 10, 2026, 20 calendar days after the Company mailed the definitive information statement on Schedule 14C, which was filed with the SEC on February 13, 2026.
Following the approval of our stockholders, on March 23, 2026, our board of directors approved a reverse stock split of the common stock at a ratio of 1-for-200. To implement the reverse stock split, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware on March 24, 2026. The Certificate of Amendment became effective at 8:00 a.m., Eastern Time, on April 20, 2026.
Following such reverse stock split, every 200 shares of common stock outstanding were automatically combined into one new share of common stock. No fractional shares were issued in connection with the reverse stock split; any fractional shares resulting from the April 2026 Reverse Stock Split were rounded up to the nearest whole share. The par value per share of the common stock remained unchanged. Our Class A common stock started trading on a post-split basis on April 29, 2026, at which time the Class A common stock was assigned a new CUSIP number (16307X301). Additionally, at the effective time, proportionate adjustments were made to the Company's Amended and Restated 2024 Stock Incentive Plan based on the April 2026 reverse stock split ratio, including adjustments to the number of shares available for awards and the exercise price of outstanding awards.
September 2026 Reverse Stock Split
On June 16, 2026, our board of directors approved and adopted potential amendments to our Certificate of Incorporation to effect one or more reverse stock splits of our issued and outstanding Class A common stock and Class B common stock at ratios to be determined by the board, subject to an aggregate ratio not exceeding 1-for-2,000 within eighteen months after stockholder approval. Holders of a majority of the voting power of the outstanding shares approved the proposed amendments by written consent on June 16, 2026. On August 11, 2026, our board of directors approved a 1-for-150 reverse stock split (the "September 2026 Reverse Stock Split"). We filed a Certificate of Amendment to our Certificate of Incorporation with the Delaware Secretary of State on September 15, 2026, which became effective at 8:00 a.m., Eastern Time, on September 21, 2026.
At the effective time, every 150 outstanding shares of common stock were automatically combined into one share. No fractional shares were issued, and fractional entitlements were rounded up to the nearest whole share at the participant level. The par value remained $0.0001 per share. Our Class A common stock began trading on a split-adjusted basis on the Nasdaq Capital Market on September 28, 2026 under the existing symbol "CTNT" and new CUSIP number 16307X400. Proportionate adjustments were made to our Amended and Restated 2024 Stock Incentive Plan, including shares available for awards and exercise prices. On September 30, 2026, we reported approximately 1,332,087 shares of Class A common stock and 1,358 shares of Class B common stock outstanding after giving effect to the split and fractional share adjustments.
On October 7, 2026, we entered into a Securities Purchase Agreement with Huan Liu, our Chief Executive Officer, Interim Chief Financial Officer, director and Chairman of the Board of Directors, pursuant to which we agreed to issue and sell to him 100,000 shares of Class B common stock, par value $0.0001 per share, at a purchase price of $3.30 per share for aggregate gross proceeds of $330,000. The transaction closed on October 9, 2026. The shares were sold in a private placement as described in our Current Report on Form 8-K filed October 9, 2026.
Risks and Uncertainties
The Company is undergoing a transformation of its business model. As a company located in the U.S. and conducting business in the PRC, Hong Kong and other markets, the Company's business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the U.S., the PRC, Hong Kong and other markets in which it operates, as well as by the general state of the relevant economies. The Company's results may be adversely affected by changes in political, regulatory, economic, and social conditions in these markets.
Risks and uncertainties related to the Company's business include the following:
| ● | The business shift from parallel-import vehicle sales to logistics and warehousing services and international trading may depend on factors relating to the business environment, operational management, market expansion and the successful integration and development of the Company's acquired businesses; |
| ● | Government policies relating to ocean freight, international trade, customs and tariffs may reduce market demand for the Company's logistics, warehousing and international trading businesses, increase the Company's costs, or otherwise negatively affect the Company's business and growth prospects; |
| ● | The Company's businesses depend heavily on a limited number of customers and third-party transportation and labor providers; |
| ● | Any adverse change in political relations between the PRC and the U.S., including ongoing trade conflicts between the U.S. and the PRC, may negatively affect the Company's business; and |
| ● | Competition in the logistics, warehousing and international trading industries, based on factors such as service quality, reliability, product availability and pricing, may limit the Company's ability to expand its revenue, and the Company's success in these areas will depend on its ability to develop and scale effective sales and operational capabilities. |
The Company's business, financial condition, and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics, and other catastrophic incidents, which could significantly disrupt the Company's operations.
Results of Operations
The following table provides a summary of our consolidated results of operations for the three and nine months ended September 30, 2026 and 2025, highlighting the financial impact of both continuing and discontinued operations:
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Three Months Ended September 30, |
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Change |
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Nine Months Ended September 30, |
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Change |
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2026 |
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2025 |
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Amount |
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% |
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2026 |
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2025 |
|
Amount |
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% |
|||||||||||||||
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USD |
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% |
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USD |
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% |
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USD |
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% |
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USD |
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% |
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Revenues |
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$ |
3,557,805 |
|
100.0 |
% |
$ |
361,935 |
|
100.0 |
% |
$ |
3,195,870 |
|
883.0 |
% |
$ |
4,519,414 |
|
100.0 |
% |
$ |
1,195,860 |
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100.0 |
% |
$ |
3,323,554 |
|
277.9 |
% |
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Cost of Revenues |
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3,276,398 |
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92.1 |
% |
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317,757 |
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87.8 |
% |
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2,958,641 |
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931.1 |
% |
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4,198,640 |
92.9 |
% |
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1,060,526 |
88.7 |
% |
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3,138,114 |
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295.9 |
% |
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Gross Profit |
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281,407 |
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7.9 |
% |
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44,178 |
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12.2 |
% |
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237,229 |
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537.0 |
% |
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320,774 |
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7.1 |
% |
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135,334 |
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11.3 |
% |
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185,440 |
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137.0 |
% |
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General and administration expenses |
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1,089,114 |
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30.6 |
% |
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801,263 |
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221.4 |
% |
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287,851 |
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35.9 |
% |
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2,746,233 |
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60.8 |
% |
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2,607,087 |
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218.0 |
% |
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139,146 |
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5.3 |
% |
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Impairment loss expenses |
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- |
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- |
% |
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731,307 |
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202.1 |
% |
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(731,307) |
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(100.0) |
% |
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- |
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- |
% |
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731,307 |
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61.2 |
% |
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(731,307) |
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(100.0) |
% |
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Share-based compensation expenses |
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14,183 |
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0.4 |
% |
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76,087 |
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21.0 |
% |
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(61,904) |
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(81.4) |
% |
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42,547 |
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0.9 |
% |
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102,716 |
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8.6 |
% |
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(60,169) |
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(58.6) |
% |
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Interest income, net |
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391,271 |
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11.0 |
% |
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236,927 |
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65.5 |
% |
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154,344 |
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65.1 |
% |
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792,609 |
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17.5 |
% |
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700,373 |
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58.6 |
% |
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92,236 |
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13.2 |
% |
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Other income, net |
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666,508 |
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18.7 |
% |
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12,902 |
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3.6 |
% |
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653,606 |
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5,065.9 |
% |
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1,669,286 |
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36.9 |
% |
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42,658 |
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3.6 |
% |
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1,626,628 |
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3,813.2 |
% |
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Gain(loss) on disposal of Edward |
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- |
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- |
% |
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- |
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- |
% |
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- |
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- |
% |
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(297,610) |
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(6.6) |
% |
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- |
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- |
% |
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(297,610) |
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(100.0) |
% |
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Other expense change in fair value of acquisition-related contingent consideration asset |
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(2,783,884) |
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(78.2) |
% |
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- |
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- |
% |
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(2,783,884) |
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(100.0) |
% |
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(2,783,884) |
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(61.6) |
% |
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- |
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- |
% |
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(2,783,884) |
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(100.0) |
% |
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(Loss) from continuing operations before tax provision |
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(2,547,995) |
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(71.6) |
% |
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(1,314,650) |
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(363.2) |
% |
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(1,233,345) |
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93.8 |
% |
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(3,087,605) |
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(68.4) |
% |
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(2,562,745) |
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(214.3) |
% |
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(524,860) |
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20.5 |
% |
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Income tax (benefits) |
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- |
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- |
% |
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- |
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- |
% |
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- |
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- |
% |
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5,610 |
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0.1 |
% |
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18,342 |
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1.5 |
% |
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(12,732) |
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(69.4) |
% |
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Loss from continuing operations |
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(2,547,995) |
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(71.6) |
% |
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(1,314,650) |
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(363.2) |
% |
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(1,233,345) |
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93.8 |
% |
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(3,093,215) |
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(68.5) |
% |
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(2,581,087) |
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(215.8) |
% |
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(512,128) |
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19.8 |
% |
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Loss from discontinued operations, net of tax |
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- |
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- |
% |
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- |
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- |
% |
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- |
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- |
% |
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- |
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- |
% |
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- |
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- |
% |
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- |
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- |
% |
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Net Loss |
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$ |
(2,547,995) |
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(71.6) |
% |
$ |
(1,314,650) |
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(363.2) |
% |
$ |
(1,233,345) |
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93.8 |
% |
$ |
(3,093,215) |
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(68.5) |
% |
$ |
(2,581,087) |
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(215.8) |
% |
$ |
(512,128) |
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19.8 |
% |
Comparison of the three months ended September 30, 2026 and 2025
Continuing Operations-Logistics and Warehousing Services
Revenues
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For the Three Months Ended September 30, |
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Change |
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2026 |
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2025 |
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Amount |
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% |
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USD |
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% |
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USD |
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% |
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Revenues |
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Revenues from Edward |
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$ |
- |
- |
% |
$ |
41,935 |
11.6 |
% |
$ |
(41,935) |
(100.0) |
% |
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Revenues from TWEW |
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- |
- |
% |
320,000 |
88.4 |
% |
$ |
(320,000) |
(100.0) |
% |
|||||
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Total revenues |
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$ |
- |
- |
% |
$ |
361,935 |
100.0 |
% |
$ |
(361,935) |
(100.0) |
% |
|||
For the three months ended September 30, 2026, we reported revenue of $nil from logistics and warehousing services segment. Revenue from our logistics and warehousing services segment decreased by 100.0% to $nil for the three months ended September 30, 2026, compared to $361,935 for the same period in 2025.
Revenue from Edward decreased by 100% to $nil for the three months ended September 30, 2026, compared to $41,935 for the same period in 2025, primarily due to the disposition of Edward on April 1, 2026, after which Edward's results are no longer included in our consolidated financial statements.
Revenue from TWEW decreased by 100% to $nil for the three months ended September 30, 2026, compared to $320,000 for the same period in 2025. The decrease was primarily due to the expiration of TWEW's legacy customer service contracts during late 2025 and early 2026, which were not renewed on their original terms. As of the date of this report, TWEW is renegotiating logistics and labor services arrangements with customers that had business relationships with TWEW prior to its acquisition, and letters of intent and draft contracts with certain of these customers are in the process of being executed.
Cost of Revenues
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For the Three Months Ended September 30, |
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Change |
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2026 |
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2025 |
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Amount |
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% |
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USD |
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% |
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USD |
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% |
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Cost of Revenues |
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Cost of Revenues from Edward |
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$ |
- |
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- |
% |
$ |
27,757 |
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8.7 |
% |
$ |
(27,757) |
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(100.0) |
% |
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Cost of Revenues from TWEW |
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- |
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- |
% |
|
290,000 |
|
91.3 |
% |
$ |
(290,000) |
|
(100.0) |
% |
|
Total cost of revenues |
|
$ |
- |
|
- |
% |
$ |
317,757 |
|
100.0 |
% |
$ |
(317,757) |
|
(100.0) |
% |
For the three months ended September 30, 2026, total cost of revenues decreased to $nil from $317,757 for the same period in 2025, representing a $317,757 decrease, or 100%. Cost of revenues attributable to TWEW was $nil, compared to $290,000 for the same period in 2025, representing a $290,000 decrease, or 100%, consistent with the decrease of revenue.
Cost of revenues from Edward was $nil for the three months ended September 30, 2026, compared to $27,757 for the same period in 2025, representing a $27,757 decrease, or 100%, primarily due to the decrease of revenue.
Cost of revenues was mainly labor costs for TWEW and ocean freight service costs for Edward.
Operating Expenses
General and Administrative Expenses
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Three Months Ended September 30, |
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Change |
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2026 |
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2025 |
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Amount |
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% |
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General and Administrative Expenses |
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Payroll and Benefits |
|
$ |
- |
|
$ |
14,831 |
|
$ |
(14,831) |
|
(100.0) |
% |
|
Rental and Leases |
|
|
- |
|
|
46,031 |
|
|
(46,031) |
|
(100.0) |
% |
|
Travel and Entertainment |
|
|
58 |
|
|
203 |
|
|
(145) |
|
(71.4) |
% |
|
Insurance Expenses |
|
|
- |
|
|
438 |
|
|
(438) |
|
(100.0) |
% |
|
Depreciation and Amortization Expenses |
|
|
15,000 |
|
|
31,328 |
|
|
(16,328) |
|
(52.1) |
% |
|
Others |
|
|
2,010 |
|
|
14,605 |
|
|
(12,595) |
|
(86.2) |
% |
|
Total General and Administrative Expenses |
|
$ |
17,068 |
|
$ |
107,436 |
|
$ |
(90,368) |
|
(84.1) |
% |
General and administrative expenses for the logistics and warehousing services segment decreased by $90,368, or 84.1%, to $17,068 for the three months ended September 30, 2026 from $107,436 for the three months ended September 30, 2025, primarily due to the disposition of Edward and the scale-back of TWEW's operations, which reduced payroll and benefits and rental expenses to $nil. The residual balance consists principally of $15,000 of amortization of customer-relationship intangibles.
Continuing Operations- International Trading
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, |
|
Change |
||||||||||||
|
|
|
2026 |
|
2025 |
|
Amount |
|
% |
||||||||
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|||||||
|
|
|
USD |
|
% |
|
USD |
|
% |
|
|
|
|
|
|||
|
Revenues |
|
|
|
|
|
|
|
|
|
|
||||||
|
Revenues from Super International |
|
3,557,805 |
100.0 |
% |
- |
- |
% |
3,557,805 |
100.0 |
% |
||||||
|
Total revenues |
|
$ |
3,557,805 |
100.0 |
% |
$ |
- |
- |
% |
$ |
3,557,805 |
100.0 |
% |
|||
For the three months ended September 30, 2026, we reported revenue of $3,557,805 from international trading segment, including $nil, of our total revenue from Cheetah and $3,557,805, or 100.0%, of our total revenue from Super International, which we acquired on May 27, 2026 and its results of operations have been included in our consolidated financial statements from the acquisition date. Accordingly, the increase reflects the addition of a new business line rather than organic growth of our existing operations.
Cost of Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, |
|
Change |
||||||||||||
|
|
|
2026 |
|
2025 |
|
Amount |
|
% |
||||||||
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|||||||
|
|
|
USD |
|
% |
|
USD |
|
% |
|
|
|
|
|
|||
|
Cost of Revenues |
|
|
|
|
|
|
|
|
|
|
||||||
|
Cost of Revenues from Super International |
|
3,276,398 |
100.0 |
% |
- |
- |
% |
3,276,398 |
100.0 |
% |
||||||
|
Total cost of revenues |
|
$ |
3,276,398 |
100.0 |
% |
$ |
- |
- |
% |
$ |
3,276,398 |
100.0 |
% |
|||
For the three months ended September 30, 2026, total cost of revenues increased to $3,276,398 from $nil for the same period in 2025, representing a $3,276,398 increase, or 100.0%, consistent with the corresponding revenue, resulting in a gross margin of 7.9% for the segment.
Cost of revenues mainly consisted of the purchase cost of construction machinery and related equipment.
Operating Expenses
General and Administrative Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Change |
||||||||
|
|
|
2026 |
|
2025 |
|
Amount |
|
% |
||||
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|||
|
General and Administrative Expenses |
|
|
|
|
|
|
|
|
||||
|
Others |
|
23,349 |
|
- |
|
23,349 |
|
100.0 |
% |
|||
|
Total General and Administrative Expenses |
|
$ |
23,349 |
|
$ |
- |
|
$ |
23,349 |
|
100.0 |
% |
General and administrative expenses for the Company's continuing operations - international trading segment increased by $23,349, or 100.0%, to $23,349 for the three months ended September 30, 2026 from $nil for the three months ended September 30, 2025, reflect a full quarter of Super International's administrative costs due to the new operation under Super International.
Continuing Operations - Corporate Unallocated Operating Adjustments
Operating Expenses
General and Administrative Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Change |
||||||||
|
|
|
2026 |
|
2025 |
|
Amount |
|
% |
|
|||
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|||
|
General and Administrative Expenses |
|
|
|
|
|
|
|
|
||||
|
Payroll and Benefits |
|
$ |
216,877 |
|
$ |
277,343 |
|
$ |
(60,466) |
(21.8) |
% |
|
|
Rental and Leases |
|
132,631 |
|
156,447 |
|
(23,816) |
(15.2) |
% |
||||
|
Travel and Entertainment |
|
58,030 |
|
24,509 |
|
33,521 |
136.8 |
% |
||||
|
Legal and Accounting Fees |
|
129,554 |
|
110,941 |
|
18,613 |
16.8 |
% |
||||
|
Insurance Expenses |
|
49,193 |
|
49,420 |
|
(227) |
(0.5) |
% |
||||
|
Depreciation and Amortization Expenses |
|
6,625 |
|
6,625 |
|
- |
- |
% |
||||
|
Recruiting Expenses |
|
979 |
|
2,509 |
|
(1,530) |
(61.0) |
% |
||||
|
Others |
|
454,808 |
|
66,033 |
|
388,775 |
588.8 |
% |
||||
|
Total General and Administrative Expenses |
|
$ |
1,048,697 |
|
$ |
693,827 |
|
$ |
354,870 |
51.1 |
% |
|
General and administrative expenses for the Company's continuing operations- corporate unallocated operating adjustments segment increased by $354,870, or 51.1%, to $1,048,697 for the three months ended September 30, 2026 from $693,827 for the three months ended September 30, 2025. The increase was primarily due to (i) an increase of $388,775 in other general and administrative expenses and (ii) an increase of $33,521 in travel and entertainment expenses and (iii) an increase of $18,613 in legal and accounting fees, partially offset by (i) a decrease of $60,466 in payroll and benefits and (ii) a decrease of $23,816 in rental and leases.
Share-based compensation expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Change |
||||||||
|
|
|
2026 |
|
2025 |
|
Amount |
|
% |
||||
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|
||
|
(Unaudited) Share-based compensation expenses |
|
$ |
14,183 |
|
$ |
76,087 |
|
$ |
(61,904) |
|
(81.4) |
% |
Share-based compensation expenses were $14,183 and $76,087 for the three months ended September 30, 2026 and 2025, respectively, representing a $61,904 decrease, or 81.4%.
See also Note 12 - Stock Based Compensation for more details in our Consolidated Financial Statements included in this quarterly report.
Other Income (Expenses), net
|
|
|
Three Months Ended September 30, |
|
Change |
||||||||
|
|
|
2026 |
|
2025 |
|
Amount |
|
% |
||||
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|
||
|
Interest income |
|
$ |
398,232 |
|
$ |
244,776 |
|
$ |
153,456 |
|
62.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Interest expense |
|
|
(6,140) |
|
|
(6,594) |
|
|
(454) |
|
(6.9) |
% |
|
Credit Card Interest |
|
|
(2) |
|
|
(385) |
|
|
(383) |
|
(99.5) |
% |
|
Premium Finance Interest |
|
|
(819) |
|
|
(870) |
|
|
(51) |
|
(5.9) |
% |
|
Total Interest expenses |
|
|
(6,961) |
|
|
(7,849) |
|
|
(888) |
|
(11.3) |
% |
|
Other income, net |
|
|
666,508 |
|
|
12,902 |
|
|
653,606 |
|
5,065.9 |
% |
|
Other expense change in fair value of acquisition-related contingent consideration asset |
|
|
(2,783,884) |
|
|
- |
|
|
(2,783,884) |
|
(100.0) |
% |
|
Total other income, net |
|
$ |
(1,726,105) |
|
$ |
249,829 |
|
$ |
(1,975,934) |
|
(790.9) |
% |
Interest income from continuing operations was $398,232 for the three months ended September 30, 2026, compared to $244,776 for the three months ended September 30, 2025, representing a $153,456 increase or 62.7%. The increase was primarily due to the deployment of the proceeds from our February 2026 private placement and our at-the-market offerings into short-term loans to third parties, which increased our loan receivable balance.
Interest expense incurred from our continuing operations was $6,961 for the three months ended September 30, 2026, which decreased by $888, or 11.3%, from $7,849 for the three months ended September 30, 2025, primarily due to the continued amortization of our long-term borrowings and lower credit card and premium finance interest.
Net other income from continuing operations was $666,508 for the three months ended September 30, 2026, compared to $12,902 for the three months ended September 30, 2025, representing a $653,606 increase or 5,065.9%. The change was primarily due to an unrealized foreign exchange gain of approximately $652,422 arising from the remeasurement, at the September 30, 2026 spot exchange rate, of the RMB 280,000,000 receivable from withdrawal of investment deposit. That receivable is denominated in Renminbi and is remeasured at each reporting date with changes recognized in earnings in accordance with ASC 830. The gain is unrealized and non-cash, and would reverse if the Renminbi were to weaken against the U.S. dollar prior to settlement.
Receivable from withdrawal of investment deposit of $41,762,995 represents the U.S. dollar equivalent, translated at the September 30, 2026 spot rate, of RMB 280,000,000 contributed by Naiside to a PRC investment fund in January 2026 and repayable in full by Shanghai Kesheng on or before December 30, 2026 under the First Amendment to the Termination Agreement dated August 10, 2026. The receivable is denominated in Renminbi and is remeasured at each reporting date, with unrealized foreign exchange gains and losses
recognized in earnings. During the three months ended September 30, 2026, we recognized an unrealized foreign exchange gain of approximately $652,422 on this receivable. Excluding that non-cash gain, we would have incurred a loss from continuing operations before income taxes of approximately $3,200,417 for the three months ended September 30, 2026. No allowance for credit losses has been recorded against this receivable
Other expense from the change in fair value of acquisition-related contingent consideration asset was $2,783,884 for the three months ended September 30, 2026, compared to $nil for the three months ended September 30, 2025.
Income Tax (Benefits)
Our income tax provision for continuing operations was $nil for the three months ended September 30, 2026, compared with income tax provision of $nil for the same period in 2025.
Net Income (loss)
As a result of the above factors, we had net loss of $2,547,995 from our continuing operations for the three months ended September 30, 2026, compared to net loss of $1,314,650 for the same period of 2025.
Discontinued Operations -Parallel- Import vehicle Business
As disclosed in Note 6 - Discontinued Operations, our Board approved the discontinuation of our parallel-import vehicle business on March 3, 2025. The Company fully exited its parallel-import vehicle business during the year ended December 31, 2024. The Company did not generate any income or incur any expenses from discontinued operations for the three months ended September 30, 2026.
Comparison of the nine months ended September 30, 2026 and 2025
Continuing Operations-Logistics and Warehousing Services
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
Change |
||||||||||||
|
|
|
2026 |
|
2025 |
|
Amount |
|
% |
||||||||
|
|
|
USD |
|
% |
|
USD |
|
% |
|
|
|
|
|
|||
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from Edward |
|
$ |
39,700 |
|
42.8 |
% |
|
157,134 |
|
13.1 |
% |
$ |
(117,434) |
|
(74.7) |
% |
|
Revenues from TWEW |
|
53,000 |
|
57.2 |
% |
|
1,038,726 |
|
86.9 |
% |
|
(985,726) |
|
(94.9) |
% |
|
|
Total revenues |
|
$ |
92,700 |
|
100.0 |
% |
$ |
1,195,860 |
|
100.0 |
% |
$ |
(1,103,160) |
|
(92.2) |
% |
For the nine months ended September 30, 2026, we reported revenue of $92,700 from logistics and warehousing services segment, including $39,700, or 42.8%, of our total revenue from Edward, which we acquired in February 2024, and $53,000, or 57.2%, of our total revenue from TWEW, which we acquired in December 2024.
Revenue from Edward decreased by 74.7% to $39,700 for the nine months ended September 30, 2026, compared to $157,134 for the same period in 2025. The change was primarily due to the discontinuation of customer contracts and disposal of Edward.
Revenue from TWEW decreased by 94.9% to $53,000 for the nine months ended September 30, 2026, compared to $1,038,726 for the same period in 2025, primarily due to the expiration of TWEW's legacy customer service contracts, as described above.
Cost of Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
Change |
||||||||||||
|
|
|
2026 |
|
2025 |
|
Amount |
|
% |
||||||||
|
|
|
USD |
|
% |
|
USD |
|
% |
|
|
|
|
|
|||
|
Cost of Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Revenues from Edward |
|
$ |
19,833 |
|
27.2 |
% |
$ |
95,364 |
|
9.0 |
% |
$ |
(75,531) |
|
(79.2) |
% |
|
Cost of Revenues from TWEW |
|
53,000 |
|
72.8 |
% |
|
965,162 |
|
91.0 |
% |
$ |
(912,162) |
|
(94.5) |
% |
|
|
Total cost of revenues |
|
$ |
72,833 |
|
100.0 |
% |
$ |
1,060,526 |
|
100.0 |
% |
$ |
(987,693) |
|
(93.1) |
% |
For the nine months ended September 30, 2026, total cost of revenues decreased to $72,833 from $1,060,526 for the same period in 2025, representing a $987,693 decrease, or 93.1%.
Cost of revenues from Edward was $19,833, or 27.2% of total cost of revenues for the nine months ended September 30, 2026, compared to $95,364 for the same period in 2025, representing a $75,531 decrease, or 79.2%, consistent with the corresponding disposal of Edward.
Cost of revenues attributable to TWEW was $53,000, representing 72.8% of total cost of revenues for the nine months ended September 30, 2026, compared to $965,162 for the same period in 2025, representing a $912,162 decrease, or 94.5%, consistent with the decrease of revenue.
Cost of revenues was mainly labor costs for TWEW and ocean freight service costs for Edward.
Operating Expenses
General and Administrative Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
Change |
||||||||
|
|
|
2026 |
|
2025 |
|
Amount |
|
% |
||||
|
|
(Unaudited) |
(Unaudited) |
|
|
|
|
|
|
||||
|
General and Administrative Expenses |
|
|
|
|
|
|
|
|
||||
|
Payroll and Benefits |
|
$ |
14,521 |
|
$ |
75,361 |
|
$ |
(60,840) |
|
(80.7) |
% |
|
Rental and Leases |
|
46,031 |
|
|
138,092 |
|
|
(92,061) |
|
(66.7) |
% |
|
|
Travel and Entertainment |
|
629 |
|
|
617 |
|
|
12 |
|
1.9 |
% |
|
|
Insurance Expenses |
|
289 |
|
|
1,379 |
|
|
(1,090) |
|
(79.0) |
% |
|
|
Depreciation and Amortization Expenses |
|
56,768 |
|
|
93,985 |
|
|
(37,217) |
|
(39.6) |
% |
|
|
Others |
|
55,519 |
|
|
44,072 |
|
|
11,447 |
|
26.0 |
% |
|
|
Total General and Administrative Expenses |
|
$ |
173,757 |
|
$ |
353,506 |
|
$ |
(179,749) |
|
(50.8) |
% |
General and administrative expenses for the Company's continuing operations-logistics and warehousing services segment decreased by $179,749, or 50.8%, to $173,757 for the nine months ended September 30, 2026 from $353,506 for the nine months ended September 30, 2025. The change was primarily due to less expenditure of payrolls and rents due to the disposal of a subsidiary.
Continuing Operations- International Trading
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
Change |
||||||||||||
|
|
|
2026 |
|
2025 |
|
Amount |
|
% |
||||||||
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|||||||
|
|
|
USD |
|
% |
|
USD |
|
% |
|
|
|
|
|
|||
|
Revenues |
|
|
|
|
|
|
|
|
|
|
||||||
|
Revenues from Cheetah |
|
$ |
208,909 |
|
4.7 |
% |
$ |
- |
|
- |
% |
$ |
208,909 |
|
100.0 |
% |
|
Revenues from Super International |
|
4,217,805 |
|
95.3 |
% |
|
- |
|
- |
% |
|
4,217,805 |
|
100.0 |
% |
|
|
Total revenues |
|
$ |
4,426,714 |
|
100.0 |
% |
$ |
- |
|
- |
% |
$ |
4,426,714 |
|
100.0 |
% |
For the nine months ended September 30, 2026, we reported revenue of $4,426,714 from international trading segment, including $208,909, or 4.7%, of our total revenue from Cheetah, and $4,217,805, or 95.3%, of our total revenue from Super International, which we acquired on May 27, 2026, primarily due to the acquisition of international trading business.
Cost of Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
Change |
||||||||||||
|
|
|
2026 |
|
2025 |
|
Amount |
|
% |
||||||||
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|||||||
|
|
|
USD |
|
% |
|
USD |
|
% |
|
|
|
|
|
|||
|
Cost of Revenues |
|
|
|
|
|
|
|
|
|
|
||||||
|
Cost of Revenues from Cheetah |
|
$ |
199,409 |
|
4.8 |
% |
$ |
- |
|
- |
% |
$ |
199,409 |
|
100.0 |
% |
|
Cost of Revenues from Super International |
|
3,926,398 |
|
95.2 |
% |
|
- |
|
- |
% |
|
3,926,398 |
|
100.0 |
% |
|
|
Total cost of revenues |
|
$ |
4,125,807 |
|
100.0 |
% |
$ |
- |
|
- |
% |
$ |
4,125,807 |
|
100.0 |
% |
For the nine months ended September 30, 2026, total cost of revenues increased to $4,125,807 from $nil for the same period in 2025, representing a $4,125,807 increase, or 100.0%.
Cost of revenues attributable to Cheetah was $199,409, representing 4.8% of total cost of revenues for the nine months ended September 30, 2026, compared to $nil for the same period in 2025, representing a $199,409 increase, or 100.0%, consistent with the corresponding increase in revenue from Cheetah.
Cost of revenues from Super International was $3,926,398, or 95.2% of total cost of revenues for the nine months ended September 30, 2026, compared to $nil for the same period in 2025, representing a $3,926,398 increase, or 100.0%, consistent with the corresponding increase in revenue from Super International.
Operating Expenses
General and Administrative Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
Change |
||||||||
|
|
|
2026 |
|
2025 |
|
Amount |
|
% |
||||
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|||
|
General and Administrative Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Others |
|
43,433 |
|
|
- |
|
|
43,433 |
|
100.0 |
% |
|
|
Total General and Administrative Expenses |
|
$ |
43,433 |
|
$ |
- |
|
$ |
43,433 |
|
100.0 |
% |
General and administrative expenses for the Company's continuing operations-international trading segment increased by $43,433, or 100.0%, to $43,433 for the nine months ended September 30, 2026 from $nil for the nine months ended September 30, 2025. The change was primarily due to daily expenditure of our newly acquired entity.
Continuing Operations- Corporate Unallocated Operating Adjustments
Operating Expenses
General and Administrative Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
Change |
||||||||
|
|
|
2026 |
|
2025 |
|
Amount |
|
% |
||||
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|||
|
General and Administrative Expenses |
|
|
|
|
|
|
|
|
||||
|
Payroll and Benefits |
|
$ |
633,172 |
|
$ |
833,087 |
|
$ |
(199,915) |
|
(24.0) |
% |
|
Rental and Leases |
|
398,572 |
|
|
480,644 |
|
|
(82,072) |
|
(17.1) |
% |
|
|
Travel and Entertainment |
|
144,234 |
|
|
86,142 |
|
|
58,092 |
|
67.4 |
% |
|
|
Legal and Accounting Fees |
|
354,065 |
|
|
453,904 |
|
|
(99,839) |
|
(22.0) |
% |
|
|
Insurance Expenses |
|
150,192 |
|
|
186,019 |
|
|
(35,827) |
|
(19.3) |
% |
|
|
Depreciation and Amortization Expenses |
|
19,875 |
|
|
19,875 |
|
|
- |
|
- |
% |
|
|
Recruiting Expenses |
|
4,363 |
|
|
8,983 |
|
|
(4,620) |
|
(51.4) |
% |
|
|
Others |
|
824,570 |
|
|
184,927 |
|
|
639,643 |
|
345.9 |
% |
|
|
Total General and Administrative Expenses |
|
$ |
2,529,043 |
|
$ |
2,253,581 |
|
$ |
275,462 |
|
12.2 |
% |
General and administrative expenses for the Company's continuing operations- corporate unallocated operating adjustments segment increased by $275,462, or 12.2%, to $2,529,043 for the nine months ended September 30, 2026 from $2,253,581 for the nine months ended September 30, 2025. The change was primarily due to increased consulting fee related to our company's general development partially offset by decreased payrolls and professional fees as a public company.
Share-based compensation expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
Change |
||||||||
|
|
|
2026 |
|
2025 |
|
Amount |
|
% |
||||
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|||
|
(Unaudited) Share-based compensation expenses |
|
$ |
42,547 |
|
$ |
102,716 |
|
$ |
(60,169) |
|
(58.6) |
% |
Share-based compensation expenses were $42,547 and $102,716 for the nine months ended September 30, 2026 and 2025, respectively, representing a $60,169 decrease, or 58.6%.
See also Note 12 - Stock Based Compensation for more details in our Consolidated Financial Statements included in this quarterly report.
Other Income (Expenses), net
|
|
|
Nine Months Ended September 30, |
|
Change |
||||||||
|
|
|
2026 |
|
2025 |
|
Amount |
|
% |
||||
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|||
|
Interest income |
|
$ |
814,069 |
|
$ |
725,094 |
|
$ |
88,975 |
|
12.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Interest expense |
|
(18,673) |
|
|
(20,000) |
|
|
(1,327) |
|
(6.6) |
% |
|
|
Credit Card Interest |
|
(495) |
|
|
(847) |
|
|
(352) |
|
(41.6) |
% |
|
|
Premium Finance Interest |
|
(2,292) |
|
|
(3,874) |
|
|
(1,582) |
|
(40.8) |
% |
|
|
Total Interest expenses |
|
|
(21,460) |
|
|
(24,721) |
|
|
(3,261) |
|
(13.2) |
% |
|
Other income |
|
|
1,669,286 |
|
|
42,658 |
|
|
1,626,628 |
|
3,813.2 |
% |
|
Gain (loss) on disposal of Edward |
|
|
(297,610) |
|
|
- |
|
|
(297,610) |
|
(100.0) |
% |
|
Other expense change in fair value of acquisition-related contingent consideration asset |
|
|
(2,783,884) |
|
|
- |
|
|
(2,783,884) |
|
(100.0) |
% |
|
Total other income, net |
|
$ |
(619,599) |
|
$ |
743,031 |
|
$ |
1,362,630 |
|
(183.4) |
% |
Interest income from continuing operations was $814,069 for the nine months ended September 30, 2026, compared to $725,094 for the nine months ended September 30, 2025, representing an $88,975 increase or 12.3%. Although our loan receivable balance increased from $7,430,111 at December 31, 2025 to $29,471,513 at September 30, 2026, the increase in interest income was proportionately smaller because (i) the majority of the 2026 loans were originated between April and August 2026 and therefore accrued interest for only part of the period, and (ii) loans originated in 2026 bear interest at 5.0% per annum, compared with 8.0% to 12.0% per annum on the portfolio outstanding during 2025.
Interest expense incurred from our continuing operations was $21,460 for the nine months ended September 30, 2026, which decreased by $3,261, or 13.2%, from $24,721 for the nine months ended September 30, 2025, primarily due to lower average outstanding balances under our long-term borrowings and premium finance arrangements.
Net other income from continuing operations was $1,669,286 for the nine months ended September 30, 2026, compared to $42,658 for the nine months ended September 30, 2025, representing a $1,626,628 increase or 3,813.2%. The change was primarily due to an unrealized foreign exchange gain of approximately $1,631,708 arising from the remeasurement of the RMB 280,000,000 receivable from withdrawal of investment deposit at period-end spot exchange rates.
During the nine months ended September 30, 2026, the Company recognized an unrealized foreign exchange gain of approximately $1,631,708 related to the receivable arising from the withdrawal of the investment deposit. Excluding this non-cash gain, the Company would have incurred a loss from continuing operations before income taxes of approximately $4,719,313 for the nine months ended September 30, 2026.
Other expense from the change in fair value of acquisition-related contingent consideration asset was $2,783,884 for the nine months ended September 30, 2026, compared to $nil for the nine months ended September 30, 2025.
Income Tax (Benefits)
Our income tax provision for continuing operations was $5,610 for the nine months ended September 30, 2026, compared with income tax provision of approximately $18,342 for the same period in 2025.
Net Loss
As a result of the above factors, we had net loss of $3,093,215 from our continuing operations for the nine months ended September 30, 2026, compared to net loss of $2,581,087 for the same period in 2025.
Discontinued Operations -Parallel- Import vehicle Business
As disclosed in Note 6 - Discontinued Operations, our Board approved the discontinuation of our parallel-import vehicle business on March 3, 2025. The Company fully exited its parallel-import vehicle business during the year ended December 31, 2024. The Company did not generate any income or incur any expenses from discontinued operations for the nine months ended September 30, 2026.
Liquidity and Capital Resources
Historically, our primary uses of cash have been to finance working capital needs. We believe that we will be able to fund current operations and other commitments for at least the next 12 months from operating cash flow and proceeds from the capital infusion which were held in our cash and cash equivalents.
We may, however, require additional cash resources due to changes in business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could result in additional dilution to stockholders. The incurrence of indebtedness would result in additional debt service obligations and could result in operating and financial covenants that would restrict operations. Financing may not be available in amounts or on terms acceptable to us, or at all.
As of September 30, 2026, we had current assets of $88.5 million, consisting of cash and cash equivalents of $14.5 million, $0.4 million of accounts receivable, $29.5 million in loan receivables, $1.3 million of other receivables, $1.0 million of prepaid expenses and other current assets, and $41.8 million of receivable from withdrawal of investment deposit from continuing operations. Our current liabilities,
all of which related to continuing operations, totaled approximately $1.4 million, consisting of $0.4 million of accounts payable, $0.4 million of operating lease liabilities, $0.3 million of other payables, $0.2 million of the current portion of long-term borrowings, due to a related party and loan payable from Premium Finance. The Company also had $0.5 million of long-term borrowings payable.
The following table summarizes our cash flows for the nine months ended September 30, 2026 and 2025, with continuing operations and discontinued operations presented separately:
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
||||
|
|
|
2026 |
|
2025 |
||
|
Net cash provided by (used in) operating activities |
|
$ |
(2,543,247) |
|
$ |
733,780 |
|
Cash used in operations-continuing operations |
|
|
(2,543,247) |
|
|
(1,806,721) |
|
Cash provided by operations-discontinued operations |
|
|
- |
|
|
2,540,501 |
|
Net cash used in investing activities |
|
|
(67,239,062) |
|
|
(2,214,816) |
|
Cash used in investing activities-continuing operations |
|
|
(67,239,062) |
|
|
(2,214,816) |
|
Net cash provided by (used in) financing activities |
|
|
84,022,934 |
|
|
(16,237) |
|
Cash provided by (used in) financing activities-continuing operations |
|
|
84,022,934 |
|
|
(16,237) |
|
Effect of exchange rate fluctuation on cash |
|
|
(9,228) |
|
|
3 |
|
Net (decrease) increase in cash |
|
$ |
14,231,397 |
|
$ |
(1,497,270) |
Operating Activities
Net cash used in operating activities from continuing operations was $2.5 million for the nine months ended September 30, 2026. The negative cash flow primarily reflected (i) a net loss of $3.1 million, (ii) an increase of $0.6 million in prepaid expenses and other current assets, (iii) a decrease of $0.4 million in accounts payable, (iv) a decrease of $0.4 million in operating lease liabilities, (v) a decrease of $0.3 million in other payables and other current liabilities, (vi) the accrual of $0.2 million of non-cash interest income on loans receivable, and (vii) a non-cash unrealized foreign exchange gain of $1.6 million on the receivable from withdrawal of investment deposit. These outflows were partially offset by (i) non-cash charges consisting of $2.8 million of change in fair value of acquisition-related contingent consideration asset, $0.4 million of amortization of operating lease right-of-use assets, $0.3 million for the loss on disposal of Edward, (ii) a decrease of $0.4 million in accounts receivable and (iii) other individually immaterial items.
Net cash used in operating activities from continuing operations was $1.8 million for the nine months ended September 30, 2025. The negative cash flow was primarily due to (i) a net loss of $2.6 million during the nine months ended September 30, 2025, and (ii) an increase of $0.6 million in other receivables, partially offset by (iii) an impairment loss on goodwill and intangible assets of $0.7 million, (iv) an increase of $0.2 million in other payables and other current liabilities, and (v) an increase of $0.4 million in amortization of operating lease right-of-use assets and intangible assets
Net cash used in operating activities from discontinued operations was $nil for the nine months ended September 30, 2026.
Net cash provided by operating activities from discontinued operations was $2.5 million for the nine months ended September 30, 2025, primarily due to the collection of $2.5 million in accounts receivable resulting from vehicle sales.
Investing Activities
Net cash used in investing activities from continuing operations was approximately $67.2 million for the nine months ended September 30, 2026, including (i) $40.1 million paid in connection with the limited partnership investment made by Naiside in January 2026 (RMB 280,000,000), which was reclassified to a receivable from withdrawal of investment deposit upon termination of the partnership agreement on June 30, 2026, (ii) $28.7 million short-term loans receivable from third parties, (iii) $5.1 million in acquisition of business, and offset by (iv) $6.7 million of repayment received on those loans.
Net cash used in investing activities from continuing operations was $2.2 million for the nine months ended September 30, 2025, including (i) $3.4 million in short-term loans receivable from third parties, and offset by (ii) $1.2 million in proceeds of repayment from those loans.
Cash flows from investing activities related to discontinued operations for the nine months ended September 30, 2026 and 2025 were $nil and $nil, respectively.
Financing Activities
Net cash provided by financing activities from continuing operations was $84.0 million for the nine months ended September 30, 2026, which consisted of (i) net proceeds of $40,140,000 from a private placement, (ii) net proceeds of $43,470,256 from issuances of Class A common stock under an at-the-market offering, and (iii) proceeds of $400,000 from the issuance of Class B common stock pursuant to a stock subscription agreement, and (iv) net proceeds of $40,865 from premium financing obligations, partially offset by (v) net repayments of long-term borrowings of $28,187.
Net cash used in financing activities from continuing operations was $16,237 for the nine months ended September 30, 2025, which consisted of (i) proceeds from premium finance of $196,300, offset by (ii) repayment of premium finance of $185,678, and (iii) net repayment of long-term borrowings of $26,859.
Cash flows from financing activities related to discontinued operations for the nine months ended September 30, 2026 and 2025 were $nil and $nil, respectively.
March 2026 ATM Offering
On March 31, 2026, the Company entered into a Sales Agreement with AC Sunshine Securities LLC, pursuant to which the Company could offer and sell, from time to time, shares of its Class A Common Stock having an aggregate offering price of up to $100,000,000 through an "at-the-market" offering program. The following "Use of Proceeds" information relates to the at-the-market offering program (the "ATM Offering") established pursuant to the registration statement on Form S-3 (Registration Number 333-281820), which was declared effective by the SEC on September 6, 2024 and a prospectus supplement filed with the SEC on April 2, 2026. Under the ATM Offering, we could offer and sell shares of our Class A Common Stock from time to time, for an aggregate offering price of up to $70,000,000, through AC Sunshine Securities LLC, acting as our sales agent (the "Sales Agent"). We agreed to pay the Sales Agent a commission of 3.0% of the aggregate gross proceeds from each sale of shares under the ATM Offering.
On June 26, 2026, we and the Sales Agent entered into a Mutual Termination Agreement, pursuant to which we mutually agreed to terminate the Sales Agreement dated March 31, 2026, effective as of the close of business on June 26, 2026. The Company effected a 1-for-200 reverse stock split that became effective at 8:00 a.m., Eastern Time, on April 20, 2026, and the Company's Class A common stock began trading on a split-adjusted basis on April 29, 2026. Prior to the effectiveness of such reverse stock split, we sold an aggregate of 355,000,000 shares of Class A common stock, representing 11,834 shares after giving effect to both the April 2026 and September 2026 reverse stock splits. From April 29, 2026 through June 18, 2026, we sold an additional 1,000,000 shares, representing 6,667 shares after giving effect to the September 2026 reverse stock split. Accordingly, prior to the termination of the Sales Agreement, we sold an aggregate of 18,500 shares of Class A common stock, after giving effect to both reverse stock splits.
We incurred approximately $3.7 million in expenses in connection with the ATM Offering, including $3.6 million in expenses paid to or for the account of the Sales Agent, commissions and clearing fees, and $0.1 million in other expenses. None of the offering expenses consisted of payments to any directors or officers of the Company or their associates, any persons owning 10% or more of our equity securities, or any of our affiliates. As of the date of this quarterly report, after deducting offering expenses, we received net proceeds of approximately $30.9 million from the ATM Offering, of which approximately $3.5 million was used to acquire Super International. None of such net proceeds were paid, directly or indirectly, to any of our directors or officers or their associates, any person owning 10% or more of our equity securities, or any of our affiliates.
The August 2026 ATM Offering
On August 21, 2026, the Company entered into the August 2026 Sales Agreement with PCS, acting as the Company's sales agent, pursuant to which the Company may offer and sell, from time to time, shares of its Class A Common Stock having an aggregate offering price of up to $35,280,213.01.
The shares of Class A Common Stock are offered and sold pursuant to a prospectus supplement dated August 21, 2026 and filed with the SEC on August 24, 2026, to the Company's registration statement on Form S-3 (Registration No. 333-281820), which was declared effective by the SEC on September 6, 2024. Subject to the terms and conditions of the August 2026 Sales Agreement, PCS will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable laws and regulations, and the rules of the Nasdaq Capital Market, to sell shares of Class A Common Stock from time to time based upon the Company's instructions.
As of September 25, 2026, the Company had sold an aggregate of approximately 196,850,000 shares of Class A Common Stock under the August 2026 ATM Offering, without giving effect to the 1-for-150 reverse stock split that became market effective on September 28, 2026.
We have incurred approximately $1.7 million in expenses in connection with the August 2026 ATM Offering, including $0.4 million in commissions and other expenses paid to or for the account of PCS and $1.3 million in other offering expenses. As of the date of this report, after deducting offering expenses, we received net proceeds of approximately $12.5 million from the August 2026 ATM Offering, of which approximately $788,000 was used for Joypak acquisition.
Off-Balance Sheet Arrangements
We do not currently have any off-balance sheet financing arrangements as defined under the rules and regulations of the SEC, or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with GAAP and the Company's discussion and analysis of its financial condition and operating results require the Company's management to make judgments, assumptions, and estimates that affect the amounts reported. Note 2, "Summary of Significant Accounting Policies" of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the Annual Report describe the significant accounting policies and methods used in the preparation of the Company's condensed consolidated financial statements. There have been no material changes to the Company's critical accounting estimates since the Annual Report.
Cheetah Net Supply Chain Service Inc. published this content on November 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 13, 2026 at 22:05 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]