High-Trend International Group 6-K, filed Jul 22, 2026
High-Trend International Group (HTCO)
About this 6-K
High-Trend International Group filed this 6-K on July 22, 2026.
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 July 2026
Commission
File Number:
(Exact name of registrant as specified in its charter)
60 Paya Lebar Road
#06-17 Paya Lebar Square
Singapore 409051
+ 1 (929) 666 0683
(Address of principal executive offices)
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 ☐
Explanatory Note
Attached hereto as Exhibits 99.1 and 99.2, respectively, are the Condensed Interim Unaudited Consolidated Financial Statements as of April 30, 2026 and for the Six Months ended April 30, 2026 of High-Trend International Group (the “Registrant”), and Management’s Discussion and Analysis with respect to the six months ended April 30, 2026.
On July 22, 2026, the Registrant issued a press release announcing its financial results for the six months ended April 30, 2026. A copy of the press release is attached as Exhibit 99.3 hereto.
Exhibits Index
| Exhibit No. | Description | |
| 99.1 | Unaudited Condensed Consolidated Financial Statements as of April 30, 2026 and for the Six Months Ended April 30, 2026 | |
| 99.2 | Management’s Discussion and Analysis | |
| 99.3 | Press release, dated July 22, 2026. | |
| 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) | |
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: July 22, 2026
| HIGH-TREND INTERNATIONAL GROUP | ||
| By: | /s/ Shixuan He | |
| Name: | Shixuan He | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
F-1
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
As
of | As
of | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepayments, prepaid expenses and other current assets | ||||||||
| Deferred compensation expense | ||||||||
| Due from related parties | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Prepayments, prepaid expenses and other non-current assets | ||||||||
| Deferred compensation expense- non-current | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Advances from customers | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Operating lease liability-current | ||||||||
| Due to related parties | ||||||||
| Taxes payable | ||||||||
| Total Current Liabilities | ||||||||
| Operating lease liability-noncurrent | ||||||||
| Total Liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES (Note 12) | ||||||||
| Equity: | ||||||||
| Class A Ordinary Shares, $ | ||||||||
| Class B Ordinary Shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity | ||||||||
| Non-controlling interest | ||||||||
| Total Equity | ||||||||
| Total Liabilities and Equity | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
| For the Six Months Ended | ||||||||
| April 30, 2026 | April 30, 2025 | |||||||
| Revenue | ||||||||
| Ocean freight revenue | $ | $ | ||||||
| Vessel services revenue and others | ||||||||
| Total revenue | ||||||||
| Cost of revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Share-based compensation | ||||||||
| General and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Loss on extinguishment of promissory note | ( | ) | ||||||
| Other income, net | ||||||||
| Total other expense, net | ( | ) | ( | ) | ||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Less: Net income attributable to non-controlling interests | ||||||||
| Net loss attributable to the Company | $ | ( | ) | $ | ( | ) | ||
| Loss per share attributable to the Company - Basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted Average Shares Outstanding - Basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED APRIL 30, 2026 AND 2025
| Ordinary shares | Additional | Accumulate | Non-controlling | |||||||||||||||||||||||||||||
| Class A | Amount | Class B | Amount | Paid in Capital | Deficits | interest | Total | |||||||||||||||||||||||||
| Balance at November 1, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
| Share-based compensation for shares issued | - | |||||||||||||||||||||||||||||||
| Issuance of shares for warrants settlement | ( | ) | ||||||||||||||||||||||||||||||
| Issuance of shares for warrants exercise | - | |||||||||||||||||||||||||||||||
| Issuance of shares for private placement | - | |||||||||||||||||||||||||||||||
| Warrants modification | - | - | ( | ) | ||||||||||||||||||||||||||||
| Net income (loss) for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance as of April 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
| Balance at November 1, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
| Issuance of shares as commitment fee to investor | - | |||||||||||||||||||||||||||||||
| Issuance shares for pre-delivery | - | |||||||||||||||||||||||||||||||
| Retirement of pre-delivery shares | ( | ) | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Share-based compensation for shares issued | - | - | ||||||||||||||||||||||||||||||
| Share-based compensation for option granted | - | - | ||||||||||||||||||||||||||||||
| Net income (loss) for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance as of April 30, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Six Months Ended | ||||||||
| April 30, 2026 | April 30, 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of operating lease right-of-use assets | ||||||||
| Share-based compensation | ||||||||
| Gain from disposal of property, plant and equipment | ||||||||
| Interest and surcharges accrued for promissory note | ||||||||
| Loss on extinguishment of promissory note | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Prepayments and other assets | ||||||||
| Due from related parties | ( | ) | ||||||
| Accounts payable | ||||||||
| Advance from customers | ||||||||
| Accrued expenses and other liabilities | ( | ) | ( | ) | ||||
| Taxes payable | ( | ) | ( | ) | ||||
| Operating leases liabilities | ( | ) | ( | ) | ||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Additions to property and equipment | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Repayment to related parties | ( | ) | ( | ) | ||||
| Loans from related parties | ||||||||
| Repayment of long-term bank loans | ( | ) | ||||||
| Cash received from warrants exercised | ||||||||
| Proceeds from promissory note | ||||||||
| Repayment of promissory note | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosure information: | ||||||||
| Cash paid for income tax | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES | ||||||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | $ | ||||||
| Ordinary Shares issued as commitment fee | $ | $ | ||||||
| Ordinary Shares issued for deferred compensation expense | $ | $ | ||||||
| Ordinary Shares issued for settlement of liabilities in a private placement | $ | $ | ||||||
| Promissory note paid off by a related party | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — ORGANIZATION AND BUSINESS DESCRIPTION
High-Trend International Group (the “Company”), formerly known as Caravelle International Group, and its subsidiaries (together the “Group”) is an international operator of ocean transportation services. It is engaged in seaborne transportation services under voyage contracts as well as vessels services for and on behalf of ship owners. The Company, a Cayman Islands exempted company, was formed on February 28, 2022 to serve as a holding company. On January 3, 2025, the annual general meeting of shareholders approved the Company changed its name from “Caravelle International Group” to “High-Trend International Group”.
Reverse Recapitalization
On April 5, 2022, Pacifico Acquisition Corp. (“Pacifico”) entered into that certain Agreement and Plan of Merger which was amended by the Amended and Restated Agreement and Plan of Merger (the “SPAC Transaction”) dated August 15, 2022 (the “Merger Agreement”), by and among Caravelle Group Co., Ltd (“Caravelle Group”), Pacifico International Group, a Cayman Islands exempted company and a direct wholly-owned subsidiary of the Company (“Merger Sub 1”), Pacifico Merger Sub 2 Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub 2” and, together with the Company and Merger Sub 1, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”), and Caravelle Group.
On December 16, 2022, the SPAC Transaction was completed and the Company became a publicly traded holding company listed on the Nasdaq Capital Market and Caravelle Group became a wholly owned subsidiary of the Company. The SPAC Transaction was completed through a two-step process as follows:
(Step 1) Merger Sub 1 merged with and into Caravelle Group (the “Initial Merger”), and Caravelle Group was the surviving corporation of the Initial Merger and a direct wholly owned subsidiary of the Company, and
(Step 2) following confirmation of the effectiveness of the Initial Merger, Merger Sub 2 merged with and into Pacifico (the “SPAC Merger” and together with the Initial Merger, the “Merger”), and Pacifico was the surviving corporation of the SPAC Merger and a direct wholly owned subsidiary of the Company (collectively, the “SPAC Transaction” or “reverse merger”).
As a result of the SPAC Transaction, among other
things, (i) all outstanding Ordinary Shares of Caravelle Group were cancelled in exchange for
Caravelle Group was determined to be the accounting acquirer given that the original shareholders of Caravelle Group effectively controlled the combined entity after the Transaction. Pacifico is treated as the acquired company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the SPAC Transaction, the Caravelle Group’s shareholders held a majority of the voting power of the combined company, Caravelle Group’s business comprised all of the ongoing operations of the combined entity, Caravelle Group comprised a majority of the governing body of the combined company, and Caravelle Group’s senior management comprised all of the senior management of the combined company. Accordingly, for accounting purposes, the SPAC Transaction was accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by the Company for the net assets of Pacifico, accompanied by a recapitalization. Caravelle Group was determined to be the predecessor, and the historical financial statements of Caravelle Group became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The share and per share data is retrospectively restated to give effect to the reverse recapitalization. Net assets of Pacifico were stated at historical costs. No goodwill or other intangible assets were recorded. Operations prior to the SPAC Transaction were those of the Caravelle Group.
F-6
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — ORGANIZATION AND BUSINESS DESCRIPTION (continued)
As of April 30, 2026, the Company’s subsidiaries are as follows:
| Subsidiaries | Date of Acquisition | Jurisdiction of Formation | Percentage of direct/indirect Economic Ownership | Principal Activities | ||||||
| Caravelle Group Co., Ltd (“Caravelle Group”) | ||||||||||
| SGEX Group Co., Ltd (“SGEX”) | ||||||||||
| Topsheen Shipping Group Corporation (“Topsheen Samoa”) | ||||||||||
| Topsheen Shipping Singapore Pte. Ltd (“Topsheen Shipping”) | ||||||||||
| Topsheen Bulk Singapore Pte. Ltd (“Topsheen Bulk”) | ||||||||||
| Singapore Garden Technology Pte. Ltd. (“Garden Technology”) | ||||||||||
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended April 30, 2025 and 2024 are not necessarily indicative of the results that may be expected for the full year. The information included in this interim report should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in the Group’s annual report on Form 20-F for the fiscal year ended October 31, 2025 filed with the SEC on January 23, 2026.
The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.
Principles of consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances are eliminated upon consolidation.
A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power, has the power to appoint or remove the majority of the members of the board of directors, to cast a majority of votes at the meeting of the board of directors or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.
Non-controlling interest represents the portion of the net assets of subsidiaries attributable to interests that are not owned by the Company. The non-controlling interest is presented in the unaudited condensed consolidated balance sheets, separately from equity attributable to the shareholders of the Company. The operating results of the non-controlling interests is presented on the face of the unaudited condensed consolidated statements of operations as an allocation of the total income for the year between non-controlling shareholders and the shareholders of the Group. As of April 30, 2026 and October 31, 2025, non-controlling interests represent non-controlling shareholders’ proportionate share of equity interests in Topsheen Shipping Group Corporation and Topsheen Shipping Singapore Pte. Ltd.
F-7
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Foreign currency translation
The Group follows U.S. GAAP for both the translation and remeasurement of balance sheet and income statement items into U.S. Dollars. For those business units that operate in a local currency functional environment, all assets and liabilities are translated into U.S. Dollars using the exchange rates in effect at the end of the period; revenue and expenses are translated using average exchange rates in effect during each period. Resulting translation adjustments are reported as a separate component of accumulated comprehensive income (loss) in shareholders’ equity. For those business units that operate in a U.S. Dollar functional environment, foreign currency assets and liabilities are remeasured into U.S. Dollars using the exchange rates in effect at the end of the period except for nonmonetary assets and capital accounts, which are remeasured at historical exchange rates. Revenue and expenses are generally translated at monthly exchange rates which approximate average exchange rates in effect during each year, except for those expenses related to balance sheet amounts that are remeasured at historical exchange rates. For the six months ended April 30, 2026 and 2025, all the Group’s functional currency is the U.S. Dollar.
Uses of estimates
In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the unaudited condensed consolidated financial statements Significant accounting estimates required to be made by management include, but are not limited to revenue recognition, the allowance for credit losses of accounts receivable, useful lives and assessment for impairment of long-lived assets, fair value of the notes and warrants well as share-based compensation. Actual results could differ from those estimates.
Cash and cash equivalents
Cash and cash equivalents comprise cash at banks and on hand, which includes deposits with original maturities of three months or less with commercial banks.
Accounts receivable
Accounts receivable are recognized and carried at original invoiced amount less an estimated allowance for credit losses. On November 1, 2022, the Group adopted ASU 2016-13, “Financial Instruments — Credit Losses (Accounting Standards Codification (“ASC” Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for doubtful accounts, which replaces the previous incurred loss impairment model. The adoption of this guidance did not have a material impact on the Group’s unaudited condensed consolidated financial statements. The Group’s estimation of allowance for credit losses considers factors such as historical credit loss experience, age of receivable balances, current market conditions, reasonable and supportable forecasts of future economic conditions, as well as an assessment of receivables due from specific identifiable counterparties to determine whether these receivables are considered at risk or uncollectible. The Group evaluates its accounts receivable for expected credit losses on a regular basis. The Group maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Group considers factors in assessing the collectability of its receivables, such as the age of the amounts due, the customer’s payment history, credit-worthiness and other specific circumstances related to the accounts. The Group adjusts the allowance percentage periodically when there are significant differences between estimated bad debts and actual bad debts. If there is strong evidence indicating that the accounts receivable is likely to be unrecoverable, the Group also makes specific allowance in the period in which a loss is determined to be probable. No credit losses were recorded as of April 30, 2026 and October 31, 2025, respectively.
F-8
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Prepayments, prepaid expenses and other assets
Prepayments, prepaid expenses and other assets primarily consist of prepayments for fuel and other costs, prepayments for keyman insurance, which are presented net of allowance for credit losses. These balances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired.
Fair value of financial instruments
ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| ● | Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
| ● | Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data. | |
| ● | Level 3 — inputs to the valuation methodology are unobservable. |
The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, prepayments, prepaid expenses and other current assets, accounts payables, balances with related parties, and other current liabilities, approximate their fair values because of the short-term maturity of these instruments. The carrying amounts of long-term loans approximate fair values as the related interest rates currently offered by financial institutions for similar debt instruments of comparable maturities.
F-9
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue recognition
The Group is an international operator of comprehensive ocean transportation services. On November 1, 2019, the Group adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and all subsequent ASUs that modified ASC 606 using the modified retrospective approach. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Group applies the following steps:
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Group primarily derives its freight revenue from voyage contracts and provides vessel services.
In accordance with ASC 606, the Group evaluates whether our businesses themselves promise to transfer services to the customer (as the principal) or to arrange for services to be provided by another party (as the agent) using a control model. Based on the evaluation of the control model, the Group determined that the Group is the principal to the transaction for voyage contracts and the related revenue from voyage contracts is recognized on a gross basis based on the transfer of control to the customer. The Group’s vessel service contracts engage in certain transactions wherein the Group act as an agent of ship owners. Revenue from these transactions is recorded on a net basis. Net revenue includes billings to customers less third-party charges, including transportation or handling costs, fees, commissions and taxes and duties.
Revenue from voyage contracts
Under a voyage contract, the Group is engaged to provide the transportation of cargo between specific ports in return for an ocean freight payment at an agreed upon freight per ton of cargo. The Group’s voyage contracts generally do not contain cancellation provisions. A voyage is deemed to commence when a vessel is available for loading and is deemed to end upon the completion of the discharge of the cargo. For the voyage contracts, the customer simultaneously receives and consumes the benefits provided by the Group’s performance over the voyage period because of the continuous service to the customer. Customers receive the benefit of our services as the goods are transported from one location to another. If the Group is unable to complete delivery to the final location, another entity would not need to reperform the transportation service already performed. As control transfers over time, the Group recognizes revenue ratably from port of loading to when the charterer’s cargo is discharged based on the relative transit time completed in each reporting period. For the unfinished voyages, the Group estimates the percentage of completion based on voyage days completed and total estimated voyage days. Estimated losses on voyages are provided for in full at the time such losses become evident. Voyage expense and other ocean transportation operating costs are charged to operating costs as incurred.
F-10
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue from vessel services
The Group contracts with various customers to carry out vessel services for vessels as agents for and on behalf of ship owners. These services include lease of vessels on behalf of the ship owners and commercial management. As the operator of the vessels, the Group undertakes to use its best endeavors to provide the agreed vessel services as agents for and on behalf of the ship owners and to protect and promote the interest of the ship owners in all matters relating to the provision of services. Most of the vessel service agreements have a term of less than one year and are typically billed on a monthly basis. The vessel service revenue is recorded on a net basis. Net revenue includes billings to customers, net of voyage operating expenses incurred. The Group transfers control of the service to the customer and satisfies its performance obligation over the term of the contract, and therefore recognized revenue over the term of the contracts.
Revenue from others
In February 2025, the Group began to provide technology consulting services related to onboard carbon capture technologies. The majority of the technology consulting contracts have a short term of up to one year and are typically billed in advance. Technology consulting revenue is recognized at the point in time when the required technical or feasibility assessments are delivered to the customers for their intended use, as control is transferred so that the customer can direct the use and obtain the associated benefits and the Group has an enforceable right to payment of its fees.
Contract balances
Timing of revenue recognition may differ from
the timing of invoicing to customers. Accounts receivable represents amounts invoiced and revenues recognized prior to invoicing when
the Group has satisfied the Group’s performance obligation and has the unconditional rights to payment. Contract liabilities are
reflected as advance from customers on the consolidated balance sheet. Contract liabilities relate to payments received in advance of
completion of performance obligations under a contract. Contract liabilities are recognized as revenue upon the fulfillment of performance
obligations. As of April 30, 2026 and October 31, 2025, the advances from customers amounted to $
For the six months ended April 30, 2026 and 2025, the disaggregation of revenue is as follows:
| April 30, 2026 | April 30, 2025 | |||||||
| Ocean freight revenue | $ | $ | ||||||
| Vessel services revenue and others | ||||||||
| Total | $ | $ | ||||||
Operating leases
The Group adopted Topic 842 on November 1, 2022 using the modified retrospective transition approach. The Group has lease contracts for shipping and office space under operating leases. The Group determines whether an arrangement constitutes a lease and records lease liabilities and right-of-use assets on its consolidated balance sheets at lease commencement. The Group measures its lease liabilities based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of the rate implicit in the lease or its incremental borrowing rate, which is the estimated rate the Group would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The Group estimates its incremental borrowing rate based on an analysis of weighted average interest rate. The Group measures right-of-use assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Group begins recognizing lease expense when the lessor makes the underlying asset available to the Group.
For leases with lease term less than one year (short-term leases), the Group records operating lease expense in its consolidated statements of operations on a straight-line basis over the lease term and records variable lease payments as incurred.
F-11
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income taxes
The Group accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the unaudited condensed consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
An uncertain tax position is recognized as a benefit
only if it is “more likely than not” that the tax position would be sustained in a tax examination.
Loss per share
The Group computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Class A ordinary shares and Class B ordinary shares have the same rights in dividend, Therefore, basic and diluted loss per share is the same for both classes of ordinary shares. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential Ordinary Shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the six months ended April 30, 2026 and 2025, there were dilutive shares.
Related parties
Related parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
Concentrations of risks
| a. | Significant customers |
For the fiscal six months ended April 30, 2026,
two customers accounted for approximately
| b. | Significant suppliers |
For the six months ended April 30, 2026, one related-party
supplier accounted for approximately
| c. | Cash and cash equivalents |
The Group maintains cash and cash equivalents
with various financial institutions in Singapore and management believes these financial institutions are high credit quality. As of April
30, 2026 and October 31, 2025, we held cash and cash equivalents of $
Recent accounting pronouncements
The Group considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
F-12
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2025. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. Once adopted, this ASU will result in additional disclosures. The Group does not expect the adoption of ASU-2023-09 will have a material effect on the Company’s unaudited condensed consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures (“ASU 2024-03”). This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Group is currently assessing the impact this standard will have on the Company’s unaudited condensed consolidated financial statements.
In January 2025, the FASB issued ASU 2025-01 Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024. ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in an annual reporting period. he FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Group is currently assessing the impact this standard will have on the Company’s unaudited condensed consolidated financial statements.
In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). ASU 2025-04 revises the definition of the term performance condition for share-based consideration payable to a customer to incorporate conditions that are based on the volume or monetary amount of a customer’s purchases or potential purchases. ASU 2025-04 also eliminates the policy election to account for forfeitures as they occur for awards with service conditions. ASU 2025-04 also clarifies that ASC 606 variable consideration guidance does not apply to share-based payments to customers; instead, vesting probability should be assessed solely under ASC 718, Compensation—Stock Compensation. ASU 2025-04 is effective for the Company’s annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-04 may be applied on either a modified retrospective basis or on a retrospective basis. The Group is currently assessing the impact this standard will have on the Company’s unaudited condensed consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 amends ASC 326, Financial Instruments—Credit Losses, and introduces a practical expedient available for all entities and an accounting policy election available for all entities, other than public business entities, that elect the practical expedient. These changes apply to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue Recognition. Under the practical expedient, entities may assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset when developing reasonable and supportable forecasts. This simplifies the estimation process for short-term financial assets. ASU 2025-05 is effective for the Company’s annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-05 should be applied on a prospective basis. The Group is currently assessing the impact this standard will have on the Company’s unaudited condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities to establish authoritative guidance on the accounting for government grants received by business entities. This update is effective for annual and interim periods beginning after December 15, 2028, though early adoption is permitted. The Group is currently assessing the impact this standard will have on the Company’s unaudited condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvement. ASU 2025-11 is intended to improve the navigability of required interim disclosures and clarify when that guidance is applicable, and also to provide additional guidance on what disclosures should be provided in interim reporting periods. ASU 2025-11 is effective for public business entities for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Group is currently assessing the impact this standard will have on the Company’s unaudited condensed consolidated financial statements.
F-13
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. ASU 2025-12 makes thirty-three incremental improvements to generally accepted accounting principles. ASU 2025-12 is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Group is currently assessing the impact this standard will have on the Company’s unaudited condensed consolidated financial statements.
The Group does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Group’s unaudited condensed consolidated financial statements.
Note 3 — ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following:
April 30, 2026 | October 31, 2025 | |||||||
| Accounts receivable | $ | $ | ||||||
Note 4 — PREPAYMENTS AND OTHER ASSETS
Prepayments and other assets consisted of the following:
April 30, 2026 | October 31, 2025 | |||||||
| Prepayments for fuel and other costs | $ | $ | ||||||
| Prepaid keyman insurance* | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
| Including: | ||||||||
| Prepayments, prepaid expense and other current assets | $ | $ | ||||||
| Prepayments, prepaid expenses and other non-current assets | $ | $ | ||||||
| * |
Note 5 — DEFERRED COMPENSATION EXPENSES
Deferred compensation expenses consisted of the following:
April 30, 2026 | October 31, 2025 | |||||||
| Deferred compensation expenses (1) | $ | $ | ||||||
| Total | $ | $ | ||||||
| Including: | ||||||||
| Deferred compensation expenses | $ | $ | ||||||
| Deferred compensation expense -long term | $ | $ | ||||||
| (1) |
F-14
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 6 — ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consisted of the following:
April 30, 2026 | October 31, 2025 | |||||||
| Accrued expenses (1) | $ | $ | ||||||
| Board compensation payable | ||||||||
| Due to a third-party (2) | ||||||||
| Other payable | ||||||||
| Accrued expenses and other liabilities | $ | $ | ||||||
| (1) |
| (2) |
Note 7 — PROMISSORY NOTE
On October 29, 2025, the Company entered into
a securities purchase agreement with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), pursuant
to which the Company agreed to issue and sell to Streeterville shares of the Company’ common stock in one or more pre-paid purchases
(each, a “Pre-Paid Purchase” and collectively, the “Pre-Paid Purchases”) for an aggregate purchase price of up
to $
The Company also agreed to issue an additional
The securities purchase agreement provides for
a one-year commitment period during which, subject to certain specified conditions, the Company may request additional Pre-Paid Purchases
from Streeterville provided that the amount requested is no less than $
The Company may at any time prepay all or any
portion of the outstanding balance of a Pre-Paid Purchase. In the event the Company elect to do so, the Company must pay Streeterville
an amount in cash equal to
On November 1, 2025, the Company issued
F-15
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 7 — PROMISSORY NOTE (continued)
On April 28, 2026, the Company entered into a
Payoff Acknowledgment and Termination Agreement (the “Termination Agreement”) with Streeterville, pursuant to which Streeterville
acknowledges that it received a total of $
The movements of the promissory note are as follows:
| For the six months ended April 30, 2026 | ||||
| Promissory note principal | $ | |||
| OID | ( | ) | ||
| Legal cost | ( | ) | ||
| Fair value for commitment shares related to the issuance of promissory note | ( | ) | ||
| Fair value of pre-delivery shares issued | ( | ) | ||
| Accrued interests, accretion expense and other surcharges | ||||
| Repayment | ( | ) | ||
| Retirement of pre-delivery shares | ||||
| Loss on extinguishment of promissory note | ||||
| Total | $ | |||
Note 8 — LEASES
The Group has several operating leases for offices. The Group’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Total lease expense for the six months ended April
30, 2026 and 2025 amounted to $
Supplemental balance sheet information related to operating leases was as follows:
April 30, 2026 | October 31, 2025 | |||||||
| Right-of-use assets, net | $ | $ | ||||||
| Operating lease liabilities - current | $ | $ | ||||||
| Operating lease liabilities - non-current | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
The weighted average remaining lease terms and discount rates for all of operating leases were as follows as of April 30, 2026:
| Remaining lease term and discount rate: | ||||
| Weighted average remaining lease term (years) | ||||
| Weighted average discount rate | % | |||
F-16
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 8 — LEASES (continued)
Maturities of lease liabilities as follow:
| Twelve months ending October 31, | Amount | |||
| 2027 | $ | |||
| Total future minimum lease payments | ||||
| Less: imputed interest | ||||
| Present value of lease liabilities | $ | |||
Note 9 — RELATED PARTY TRANSACTIONS
The Group records transactions with various related parties. These related party balances as of April 30, 2026 and October 31, 2025 and transactions for the six months ended April 30, 2026 and 2025 are identified as follows:
Related parties with transactions and related party relationships
| Name of Related Party | Relationship to the Group | |
| Mr. Jinyu Chang (1) | ||
| Mr. Dong Zhang | ||
| Mr. Christopher Nixon Cox (1) | ||
| Mr. Hanxi Chang | ||
| Shanghai Weisheng International Logistics Co., Ltd | ||
| Topsheen Shipping Limited (Topsheen Ltd.”) | ||
| Nanjing Derun Shipping Co., Ltd. | ||
| Top Wisdom Shipping Management Co. Limited | ||
| Max Bright Marine Service Co. Ltd. | ||
| Top Legend Shipping Co. Limited | ||
| Top Creation International (HK) Limited | ||
| Top Moral Shipping Limited | ||
| New Galion Group (HK) Co. Ltd (“New Galion”) | ||
| High-Trend Holdings USA LLC (“High-Trend”) | ||
| Speed Wealthy Ltd. |
| (1) |
| (a) | Due from related parties |
Due from related parties consisted of the following:
April 30, 2026 | October 31, 2025 | |||||||
| Top Moral Shipping Limited (1) | $ | $ | ||||||
| Topsheen Shipping Limited (1) | ||||||||
| Total | $ | $ | ||||||
| (1) |
F-17
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 9 — RELATED PARTY TRANSACTIONS (continued)
| (b) | Due to related parties |
Due to related parties consisted of the following:
April 30, 2026 | October 31, 2025 | |||||||
| Topsheen Shipping Limited | $ | $ | ||||||
| Shanghai Weisheng International Logistics Co., Ltd. | ||||||||
| Jinyu Chang | ||||||||
| High-Trend (1) | ||||||||
| Total | $ | $ | ||||||
| (1) |
| (c) | Issuance of shares for private placement/warrants settlement to related parties |
On March 10, 2025, the Company closed a private
placement of
On March 24, 2025, the Company exchanged
These transactions represent non-cash financing activities.
| (d) |
| For the six months ended April 30, | For the six months ended April 30, | |||||||||
| 2026 | 2025 | |||||||||
| Topsheen Shipping Limited | Vessel leasing | $ | $ | |||||||
| Max Bright Marine Service Co. Ltd | Vessel leasing | |||||||||
| Top Wisdom Shipping Management Co. Limited | Freight services | |||||||||
| Top Creation International (HK) Limited | Vessel leasing | |||||||||
| Nanjing Derun Shipping Co., Ltd. | Collection agent | |||||||||
| Top Moral Shipping Limited | Vessel leasing | |||||||||
| Top Legend Shipping Co. Limited | Vessel leasing | |||||||||
| Total | $ | $ | ||||||||
F-18
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 9 — RELATED PARTY TRANSACTIONS (continued)
| (e) | Services provided to related parties |
The Group provides transportation/freight services to related parties frequently throughout the year pursuant to one-off arrangements.
| For the six months ended April 30, | For the six months ended April 30, | |||||||
| 2026 | 2025 | |||||||
| Shanghai Weisheng International Logistics Co., Ltd | $ | $ | ||||||
| Nanjing Derun Shipping Co., Ltd | ||||||||
| Total | $ | $ | ||||||
| (f) | Strategic purchase contract with a related party |
For the six months ended April 30, 2025, the Company
issued Class A Ordinary Shares as share-based compensation to its director and executive officers and employees, among that, the Company
issued in aggregated of
For the six months ended April 30, 2026, the Company
granted Mr. Christopher Nixon Cox market-priced stock options to purchase an aggregate of
F-19
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 10 — TAXES
| (a) | Corporate Income Taxes (“CIT”) |
Cayman
Caravelle is incorporated in the Cayman Islands as an offshore holding company and is not subject to tax on income or capital gain under the laws of the Cayman Islands.
BVI
SGEX is incorporated in the British Virgin Islands (“BVI”) as an offshore holding company and is not subject to tax on income or capital gain under the laws of BVI.
Samoa
Topsheen Shipping Group Corporation was incorporated
in Samoa. There is no income tax for income sourced or earned outside Samoa. Accordingly, the Company’s consolidated financial
statements do not present any income tax provisions related to Samoa tax as all income was earned outside of Samoa. If the
Company had any income sourced in Samoa, it would be taxed at
Singapore
Under Singapore tax laws, subsidiaries in Singapore
are subject to statutory income tax rate at
Topsheen Companies participates under the Maritime
Sector Incentive-Approved International Shipping Enterprise (MSI-AIS) award in Singapore. All qualified shipping income derived from the
shipping activity of Topsheen Companies is exempt from taxation for the duration of MSI-AIS approval. The MSI-AIS approval was received
in November 2015 for a period of ten years and extended for another ten years in November 2025. The impact of the tax exemption noted
above decreased taxes by $ for the six months ended April 30, 2026 and 2025. The benefit of the tax exemption on net income (loss)
per share (basic and diluted) were $ per share for the six months ended April 30, 2026 and 2025. As the Company’s revenue are
United States
Pursuant to the U.S. Internal Revenue Code (the “Code”), U.S.-source income from the international operation of ships is generally exempt from U.S. tax if the company operating the ships meets certain requirements. Among other things, in order to qualify for this exemption, the company operating the ships must be incorporated in a country which grants an equivalent exemption from income taxes to U.S. corporations.
| i) |
| For the six months ended April 30, | For the six months ended April 30, | |||||||
| 2026 | 2025 | |||||||
| Current | $ | $ | ||||||
| Deferred | ||||||||
| Total | $ | $ | ||||||
F-20
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 10 — TAXES (continued)
| a) | Corporate Income Taxes (“CIT”) (continued) |
| ii) |
April 30, 2026 | October 31, 2025 | |||||||
| Deferred tax liability: | ||||||||
| Depreciation for tangible assets | $ | $ | ||||||
| Total | $ | $ |
The Group’s loss before income taxes consisted of:
For
the six | For
the six | |||||||
| 2026 | 2025 | |||||||
| Non-Singapore | $ | ( | ) | $ | ( | ) | ||
| Singapore | ||||||||
| Total | $ | ( | ) | $ | ( | ) | ||
The following table reconciles the Singapore statutory rates to the Group’s effective tax rate for the six months ended April 30, 2026 and 2025.
| For the six months ended April 30, | For the six months ended April 30, | |||||||
| 2026 | 2025 | |||||||
| Singapore Statutory income tax rate | % | % | ||||||
| Differential of local statutory tax rate | ( | )% | ( | )% | ||||
| Effect of preferential tax rate | % | % | ||||||
| Non-deductible items and others * | ( | )% | ( | )% | ||||
| Effective tax rate | % | % | ||||||
| * |
| (b) | Taxes payable |
Taxes payable consist of the following:
April 30, 2026 | October 31, 2025 | |||||||
| Income tax payable | $ | $ | ||||||
| Total taxes payable | $ | $ | ||||||
F-21
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 11 — EQUITY
Ordinary Shares
On January 3, 2025, at the Company’s Annual
General Meeting of Shareholders, shareholders approved the proposed re-designation and re-classification of
Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time by the holder thereof. In no event may Class A Ordinary Shares be converted into Class B Ordinary Shares. Subject to the Amended and Restated Memorandum and Articles, upon any sale, transfer, assignment or disposition of any Class B Ordinary Shares by a holder thereof to any person which is not an affiliate of such holder, or upon a change of beneficial ownership of any Class B Ordinary Shares as a result of which any person who is not an affiliate of such holder becomes a beneficial owners of such Class B Ordinary Shares, such Class B Ordinary Shares will be automatically and immediately converted into an equal number of Class A Ordinary Shares.
On July 16, 2025, the Company effected a one-for-twenty-five
share consolidation of its issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares. As a result of the share consolidation,
each
In August 2025, the Company issued
On May 7, 2026, the Company held an extraordinary
general meeting of shareholders (the “General Meeting”) and a meeting of Class A ordinary share shareholders (the “Class
A Meeting”). At the General Meeting, the shareholders voted to approve the proposed to increased authorized share capital of the
Company from $
At the Class A Meeting, the Class A shareholders
voted to approve the proposed to increase the voting rights of each class B ordinary share from
As of April 30, 2026 the Company had an
aggregate of
As of October 31, 2025, the Company had an aggregate
of
Shares issued for promissory note
On November 3, 2025, the Company issued
F-22
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 11 — EQUITY (continued)
Class A Ordinary Shares issued for share-based compensation
Consultants
Since fiscal year 2024, the Company issued an
aggregate of Class A Ordinary Shares to certain consultants as compensation to replace their related cash compensation. Service
terms generally range from several months to
Executive officers, directors and employees
Since fiscal year 2024, the Company issued an
aggregate of
Incentive Plan
On March 13, 2026, the Company established a long-term,
performance-based equity incentive plan for Mr. Christopher Nixon Cox, to align the leadership’s performance with the creation of
long-term shareholder value. Pursuant to a stock option agreement, Mr. Christopher Nixon Cox was granted market-priced stock options to
purchase an aggregate of
F-23
HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 12 — COMMITMENTS AND CONTINGENCIES
Contingencies
The Group may be involved in various legal proceedings, claims and other disputes arising from the commercial operations, projects, employees and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Group determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although the Group can give no assurances about the resolution of pending claims, litigation or other disputes and the effect such outcomes may have on the Group, the Group believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided or covered by insurance, will not have a material adverse effect on the Group’s consolidated financial position or results of operations or liquidity.
Commitments
The Group had non-cancellable operating lease agreements (See Note 8).
Note 13 — SUBSEQUENT EVENTS
On May 14, 2026, the Company closed a securities
purchase agreement with certain institutional investors for the issuance and sale of
In June 2026, a third-party service provider of the Company indicated that they will imminently commence a legal proceeding against the Company. Legal proceedings have not formally commenced as of the date of the filing date of this report. As of the filing date of this report, the outcome of such proceeding cannot be predicted; however, the Group does not anticipate that the final outcome arising out of any such matter will have a material adverse effect on our consolidated financial position, cash flows or results of operations.
The Company has assessed all events occurred from April 30, 2026 up through July 22, 2026, and determined that there are no other material subsequent events that require disclosure.
F-24
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes. This discussion contains forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) that involve significant risks and uncertainties. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “will,” “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements contained herein. Readers are encouraged to read the risk factors identified in the section entitled “Item 3.D. — Risk Factors” of our annual report on Form 20-F for the fiscal year ended October 31, 2025, as filed with the SEC on January 23, 2026.
A. Operating Results
Overview
We are an international provider of ocean transportation services. We are engaged in seaborne transportation services under voyage contracts as well as vessel services for and on behalf of ship owners. We conduct this business through the Topsheen Companies. For the six months ended April 30, 2026 and 2025, our revenues were approximately $137.5 million and $99.4 million, respectively, and we incurred net losses of $3.5 million and $12.4 million, respectively.
Recent Developments
Following notice given on April 30, 2026, the 630,000 Class A Ordinary Shares previously issued as pre-delivery shares in connection with our securities purchase agreement with Streeterville Capital, LLC were effectively returned and cancelled on May 4, 2026.
On May 7, 2026, we held an extraordinary general meeting of shareholders and a meeting of holders of Class A Ordinary Shares. At the extraordinary general meeting, shareholders approved an increase in our authorized share capital from $1,250,000, divided into 489,900,000 Class A Ordinary Shares of a par value of $0.0025 each and 10,100,000 Class B Ordinary Shares of a par value of $0.0025 each, to $5,275,250, divided into 2,000,000,000 Class A Ordinary Shares of a par value of $0.0025 each and 110,100,000 Class B Ordinary Shares of a par value of $0.0025 each. At the meeting of holders of Class A Ordinary Shares, the Class A shareholders approved an increase in the voting rights of each Class B Ordinary Share from twenty votes to one hundred votes on all matters subject to shareholder vote.
On May 14, 2026, we closed a securities purchase agreement with certain institutional investors for the issuance and sale of 2,307,700 Class A Ordinary Shares, at an offering price of $6.50 per share. We received gross proceeds of approximately $15 million before deducting placement agent fees and other estimated offering expenses payable by us.
On May 21, 2026, we repaid the remaining $2,373,951 balance outstanding under a promissory note payable by us to High-Trend Holdings USA LLC, a related party controlled by Mr. Jinyu Chang, one of our major shareholders. This obligation had been incurred on April 27, 2026 when High-Trend Holdings USA LLC paid $2.6 million on behalf of us to pay off our obligations under a promissory note.
In June, 2026, one of our third-party service providers indicated that they will imminently commence a legal proceeding against us arising from a breach of contract claim. Formal legal proceedings have not commenced as of the date hereof. As of the date hereof, the outcome of such proceeding cannot be predicted; however, we not anticipate that the final outcome arising out of any such matter will have a material adverse effect on our consolidated financial position, cash flows or results of operations.
Key Factors that Affect Operating Results
We primarily derive our revenues from voyage contracts and provide vessel services. We intend to enhance our freight transportation revenues and services and acquire new customers by increasing our market penetration with deeper market coverage and a broader geographical reach.
Global Macroeconomic Conditions
Our operating results are significantly influenced by global macroeconomic conditions, which affect international trade volumes and the demand for dry bulk shipping services. Economic growth, industrial production, infrastructure investment, manufacturing activity, and consumer demand in major economies, particularly China and other countries in the Asia-Pacific region, directly influence seaborne trade of commodities, including coal and other dry bulk cargoes. Conversely, periods of economic slowdown, recessionary conditions, elevated inflation, or reduced industrial activity may decrease import and export volumes, resulting in lower vessel utilization, reduced freight rates and increased competition among shipping companies.
In addition, geopolitical tensions, changes in trade policies, tariffs, sanctions, supply chain disruptions and regional conflicts may alter global trade flows, increase market uncertainty or reduce overall shipping demand. Because our business depends on the continued movement of commodities across international markets, prolonged weakness in global economic activity or significant disruptions to international trade could adversely affect our revenue, profitability and cash flows. While changes in trade patterns may occasionally create longer voyage distances or new shipping opportunities, there can be no assurance that such benefits would offset the adverse effects of weaker global trade or lower freight demand.
Energy Prices
Marine fuel is one of our largest operating expenses and represented approximately 23% of our total operating costs during fiscal 2025 and the six months ended April 30, 2026. Accordingly, fluctuations in global energy prices have a direct impact on our operating costs, margins and cash flows. Crude oil and marine fuel prices are influenced by numerous factors outside our control, including global supply and demand, production decisions by OPEC and other oil-producing countries, refinery capacity, environmental regulations and geopolitical developments.
Recent geopolitical developments in the Middle East, including heightened tensions involving Iran and the Strait of Hormuz, have increased uncertainty in global energy markets. The Strait of Hormuz is one of the world’s most significant maritime chokepoints for crude oil and petroleum product exports, and any actual or threatened disruption to vessel traffic through this region could materially increase crude oil and marine fuel prices, reduce fuel availability, increase insurance and security costs, and disrupt global shipping routes. Even if vessel traffic is not materially interrupted, heightened geopolitical risks may result in increased market volatility and higher operating costs for shipping companies.
Although freight markets may, over time, partially adjust to sustained increases in fuel costs, there can be no assurance that we will be able to recover higher fuel expenses through freight rates or other pricing mechanisms on a timely basis. Accordingly, significant or prolonged increases in energy prices or disruptions in fuel supply could adversely affect our operating results and financial condition.
Interest Rate Environment
Changes in global interest rates may affect our business both directly and indirectly. Higher interest rates generally increase borrowing costs for shipping companies and their customers, reduce liquidity in global financial markets and may limit the availability of financing for vessel acquisitions, fleet expansion and working capital. Elevated interest rates may also reduce global economic growth, industrial production and international trade, thereby lowering demand for dry bulk shipping services.
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To the extent we utilize variable-rate borrowings or obtain additional financing in the future, increases in benchmark interest rates could increase our interest expense and reduce our profitability and operating cash flows. In addition, higher interest rates may increase the discount rates used by investors when valuing shipping companies, potentially affecting market valuations and access to capital. Although central banks have begun easing monetary policy in certain jurisdictions, the future path of global interest rates remains uncertain and will depend on inflation, economic growth and other macroeconomic developments. Accordingly, sustained higher interest rates or renewed monetary tightening could adversely affect our business, financial condition and results of operations.
Foreign Exchange Rate Risk
We generate all of our revenues in U.S. dollars but currently incur some of our costs and operating expenses (around 5% for the six months ended April 30, 2026 and 2025) in currencies other than the U.S. dollar, primarily the Euro and Singapore Dollar. For accounting purposes, expenses incurred in Euros and Singapore Dollars are converted into U.S. dollars at the exchange rate prevailing on the date of each transaction. The amount and frequency of some of these expenses, such as vessel repairs, supplies and stores, may fluctuate from period to period. Depreciation in the value of the dollar relative to other currencies increases the dollar cost to us of paying such expenses. The portion of our expenses incurred in other currencies could increase in the future, which could expand our exposure to losses arising from currency fluctuations. Currently, we do not consider the risk from exchange rate fluctuations to be material for our results of operations and therefore, we are not engaged in derivative instruments to hedge part of those expenses.
Inflation risk
Our operations expose us to the effects of inflation. For the six months ended April 30, 2026, we experienced increased average market prices for ship leases, oil and port charges. In the event that inflation becomes a more significant factor in the world economy, inflationary pressures could result in increased operating and financing costs. Although historically the ocean shipping industry has been able to largely offset the inflationary pressure by passing the costs of inflation onto its customers, the industry as a whole and we in particular may not be able to offset such costs sufficiently, in which case our cash flows and results would be negatively impacted.
Known Trends and Uncertainties
Our results for the six months ended April 30, 2026 reflected increased voyage activity and a material expansion of our ocean freight business, including our entry into coal transportation routes covering Australia to China, Indonesia to Southeast Asia and Vietnam. Total revenue increased to approximately $137.5 million for the six months ended April 30, 2026 from approximately $99.4 million for the six months ended April 30, 2025, primarily driven by higher ocean freight revenue. We expect our ability to sustain this revenue growth to depend on continued demand for coal and dry bulk transportation, customer activity on these routes, vessel availability and broader ocean freight market conditions, however, we cannot assure you that the demand conditions, route utilization or freight rates experienced during the six months ended April 30, 2026 will continue in future periods.
At the same time, our gross margin declined as cost growth outpaced revenue growth. Cost of revenues increased to approximately $133.7 million for the six months ended April 30, 2026 from approximately $95.5 million for the six months ended April 30, 2025, while gross profit decreased to approximately $3.8 million from approximately $4.0 million and gross margin decreased to 2.7% from 4.0%. The increase in cost of revenues was driven principally by higher shipping volumes, increased sailing days, ship lease expense, oil expense, port fees and congestion-related docking and berthing costs.
Our business remains subject to macroeconomic, geopolitical and industry-specific conditions affecting shipping demand, trade flows and operating costs. Weakening global economic conditions, particularly in the Asia Pacific region, trade protectionism, regional conflict, sanctions, piracy, tighter import and export controls, increases in marine fuel prices and increases in port fees and stevedoring expenses. Inflationary pressures may also increase operating and financing costs, including through higher ship lease rates, oil costs and port charges. These factors could materially affect customer demand, voyage economics, freight rates, vessel utilization and our ability to maintain or improve profitability.
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Results of Operations
For the six months ended April 30, 2026 and 2025
The following table summarizes the results of the Group’s operations for the six months ended April 30, 2026 and 2025, respectively, and provides information regarding the dollar and percentage increase during such periods.
| For the Six Months Ended | ||||||||||||||||
| April 30, | % | |||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| REVENUE: | ||||||||||||||||
| Ocean freight revenue | $ | 136,933,232 | $ | 98,993,119 | $ | 37,940,113 | 38.3 | % | ||||||||
| Vessel services revenue and others | 519,246 | 422,840 | 96,406 | 22.8 | % | |||||||||||
| Total revenue | 137,452,478 | 99,415,959 | 38,036,519 | 38.3 | % | |||||||||||
| COST OF REVENUE: | ||||||||||||||||
| Cost of revenue | 133,694,577 | 95,454,109 | 38,240,468 | 40.1 | % | |||||||||||
| GROSS PROFIT | 3,757,901 | 3,961,850 | (203,949 | ) | (5.1 | )% | ||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Share-based compensation | 3,382,671 | 14,245,605 | (10,862,934 | ) | (76.3 | )% | ||||||||||
| General and administrative expenses | 2,637,387 | 2,118,962 | 518,425 | 24.5 | % | |||||||||||
| Total operating expenses | 6,020,058 | 16,364,567 | (10,344,509 | ) | (63.2 | )% | ||||||||||
| LOSS FROM OPERATIONS | (2,262,157 | ) | (12,402,717 | ) | 10,140,560 | (81.8 | )% | |||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||
| Interest income | 27,811 | 6,652 | 21,159 | 318.1 | % | |||||||||||
| Interest expense | (360,728 | ) | (30,214 | ) | (330,514 | ) | 1,093.9 | % | ||||||||
| Loss on extinguishment of promissory note | (945,554 | ) | - | (945,554 | ) | 100 | % | |||||||||
| Other income, net | 18,535 | 21,775 | (3,240 | ) | (14.9 | )% | ||||||||||
| Total other income (expense), net | (1,259,936 | ) | (1,787 | ) | (1,258,149 | ) | 70,405.7 | % | ||||||||
| LOSS BEFORE INCOME TAXES | (3,522,093 | ) | (12,404,504 | ) | 8,882,411 | (71.6 | )% | |||||||||
| PROVISION FOR INCOME TAXES | - | 1,280 | (1,280 | ) | (100.0 | )% | ||||||||||
| NET LOSS | $ | (3,522,093 | ) | $ | (12,405,784 | ) | $ | 8,883,691 | (71.6 | )% | ||||||
Revenues
For the six months ended April 30, 2026, our total revenue was approximately $137.5 million, compared to approximately $99.4 million for the six months ended April 30, 2025. This represents a revenue increase of approximately $38.0 million, or 38.3%. The overall increase in revenue was primarily attributable to the Company’s entry into the coal transportation business, with routes covering key regions such as Australia to China, Indonesia to Southeast Asia and Vietnam, significantly expanding the dry bulk cargo transportation category. At the same time, the global demand for coal imports and exports surged, further driving business growth.
Revenue from ocean freight increased by approximately $37.9 million or 38.3%, from approximately $99.0 million in the six months ended April 30, 2025 to approximately $136.9 million in the six months ended April 30, 2026, due to increased ocean freight market demand. The total number of voyage days was 4,698 days for the six months ended April 30, 2026, an increase of 1,278 days from 3,420 days for the six months ended April 30, 2025. The average charge per day was approximately $29,149 per day for the six months ended April 30, 2026, representing an increase of approximately $204 from $28,945 per day for the six months ended April 30, 2025.
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Revenue from vessel services and others increased from $0.4 million in the six months ended April 30, 2025 to approximately $0.5 million in the six months ended April 30, 2026.
Cost of Revenues
The Group’s cost of revenues mainly consists of ship lease expenses, oil expenses, port fees and other related costs. The Group’s cost of revenues amounted to approximately $133.7 million for the six months ended April 30, 2026, representing an increase of approximately $38.2 million, or 40.1%, compared to approximately $95.5 million for the six months ended April 30, 2025 due to shipping volumes drove costs upward through several interconnected factors: increased sailing days led to substantially higher ship lease and oil expenses. Furthermore, the heavier shipping traffic caused widespread port congestion, resulting in longer vessel docking and berthing times, which in turn caused port charges to rise accordingly. Ship lease expenses were approximately $65.6 million for the six months ended April 30, 2026, representing an increase of approximately $20.7 million compared to approximately $44.9 million for the six months ended April 30, 2025, primarily due to extended voyage durations under charters with Topsheen Shipping Limited during the period. Oil expenses were approximately $30.8 million for the six months ended April 30, 2026, representing an increase of approximately $6.2 million compared to approximately $24.7 million for the six months ended April 30, 2025. Port fees were approximately $31.0 million for the six months ended April 30, 2026, representing an increase of approximately $9.0 million compared to approximately $22.0 million for the six months ended April 30, 2025.
Gross profit
Our gross profit amounted to approximately $3.8 million for the six months ended April 30, 2026 compared to approximately $4.0 million for the six months ended April 30, 2025. The gross profit as a percentage of revenue for the six months ended April 30, 2026 and 2025, was 2.7% and 4.0%, respectively. The decrease in gross profit margin was mainly driven by higher costs, which outpaced the growth in revenue yields.
Operating Expenses
| For the Six Months Ended | ||||||||||||||||
| April 30 | % | |||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Share-based compensation | $ | 3,382,671 | $ | 14,245,605 | $ | (10,862,934 | ) | (76.3 | )% | |||||||
| General and administrative | 2,637,387 | 2,118,962 | 518,425 | 24.5 | % | |||||||||||
| Total | $ | 6,020,058 | $ | 16,364,567 | $ | (10,344,509 | ) | (63.2 | )% | |||||||
Our operating expenses consist of share-based compensation and general and administrative expenses. Operating expenses decreased by approximately $10.3 million, or 63.2%, from approximately $16.4 million for six months ended April 30, 2025 to approximately $6.0 million for the six months ended April 30, 2026. The decrease in the Group’s operating expenses was primarily due to a decrease of approximately $10,9 million in share-based compensation.
Share-based compensation consists of shares issued to certain directors, managers and consultants instead of cash salaries. The expense decreased significantly by $10.9 million to $3.4 million for the six months ended April 30, 2026, compared to $14.2 million in the same period last year, primarily due to significant equity granted to executives and non-executive employees as incentive and vested in the first half of last year. The $3.4 million of share-based compensation expenses for the six months ended Apil 30, 2026, consisted of (i) approximately $1.5 million attributable to executive officers and directors, (ii) approximately $0.5 million attributable to employees other than executive officers, and (iii) approximately $1.4 million attributable to consultants. The $14.2 million of share-based compensation expenses for the six months ended Apil 30, 2025, consisted of (i) approximately $0.8 million attributable to executive officers and directors, (ii) approximately $11.3 million attributable to employees other than executive officers, and (iii) approximately $2.2 million attributable to consultants.
General and administrative expenses primarily consist of salary and compensation expenses related to the Group’s accounting, human resources and executive office personnel, and included rental, depreciation and amortization expenses, office overhead, professional service fees and travel and transportation costs. General and administrative expenses increased by approximately $0.5 million or 24.5% from approximately $2.1 million for the six months ended April 30, 2025 to approximately $2.6 million for the six months ended April 30, 2026.
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Interest expense
Interest expense increased from approximately $0.03 million for the six months ended April 30, 2025 to approximately $0.4 million due to interest accretion on the promissory notes issued in November 2025.
Loss on extinguishment of promissory note
On October 29, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an accredited investor pursuant to which the Company agreed to issue and sell to the Investor of its Class A Ordinary Shares, in one or more pre-paid advance purchases (each, a “Pre-Paid Purchase” and collectively, the “Pre-Paid Purchases”) for an aggregate purchase price of up to $20,000,000. Each Pre-Paid Purchase accrues interest at the rate of 8% per annum. The initial Pre-Paid Purchase of $3,230,000 transaction closed on October 29, 2025. On April 28, 2026, the Company terminated the Securities Purchase Agreement. Loss on extinguishment of promissory note amounted to $945,554. Following notice given on April 30, 2026, the 630,000 Class A Ordinary Shares previously issued as pre-delivery shares in connection with our securities purchase agreement with Streeterville Capital, LLC were effectively returned and cancelled on May 4, 2026.
Other Expenses, net
Other expense, net primarily consists of other miscellaneous income and foreign exchange loss. Other expense, net was approximately $0.02 million for the six months ended April 30, 2026 and 2025, remaining relatively stable year-over-year.
Provision for Income Taxes
Our provision for income taxes was $nil and $1,280 for the six months ended April 30, 2026 and 2025, respectively. The Topsheen Companies are eligible for and participate under the Maritime Sector Incentive-Approved International Shipping Enterprise (MSI-AIS) award program in Singapore. We renewed for an additional 10 years in November 6, 2025, and commencing on 1 December 2025. All qualified shipping income derived from the shipping activity of Topsheen Companies is exempt from taxation for the duration of our subsidiaries MSI-AIS participation in this program.
Net Loss
As a result of the foregoing, our net loss amounted to approximately $3.5 million for the six months ended April 30, 2026 compared to approximately $12.4 million for the six months ended April 30, 2025.
B. Liquidity and Capital Resources
We are a holding company with no material operations of our own. We conduct our operations primarily through our subsidiaries in Singapore. Our ability to pay dividends depends upon dividends paid by our subsidiaries in Singapore. These subsidiaries are permitted to pay dividends to only out of their retained earnings, if any, as determined in accordance with Singapore accounting standards and regulations. We would need to accrue and pay withholding taxes if we were to distribute funds from our subsidiaries in Singapore to us.
In assessing our liquidity, we monitor and analyze our cash on hand, ability to generate sufficient revenue sources in the future, and our operating and capital expenditure commitments. We have historically funded our working capital needs primarily from operations, bank loans, and advances from shareholders and intends to continue doing so in the near future to ensure sufficient working capital. As of April 30, 2026, we had cash of $17.3 million. Advances from customers included in current liabilities amounted to $8.0 million mainly representing the advances from customers that will be recognized as revenue in the next fiscal year when the services are provided. We intend to finance our future working capital requirements and capital expenditures from financing activities.
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The following summarizes the key components of our cash flows for the six months ended April 30, 2026 and 2025.
| For the Six Months Ended April 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by operating activities | $ | 5,913,722 | $ | 6,521,953 | ||||
| Net cash provided by (used in) investing activities | - | (5,071 | ) | |||||
| Net cash provided by (used in) financing activities | 1,292,367 | (131,023 | ) | |||||
| Net increase in cash and cash equivalents | $ | 7,206,089 | $ | 6,385,859 | ||||
Operating Activities
Net cash provided by operating activities was approximately $5.9 million for the six months ended April 30, 2026. Cash used in operating activities for the six months ended April 30, 2026 mainly consisted of net loss of approximately $3.5 million, adjusted for certain non-cash items primarily consisting of issuance of shares for service of approximately $3.4 million, loss on extinguishment of promissory note of approximately $0.9 million, Interest and surcharges accrued for promissory note of approximately $0.5 million and changes in certain working capital accounts that primarily consisting of a decrease in accounts receivable of approximately $2.1 million due to collections in the six months ended April 30, 2026, cash provided by due from related party of approximately $1.5 million, cash provided by prepayment and other assets of approximately $1.2 million, cash provided by advances from customers of approximately $0.6 million, offset by cash used in accrued expense and other liabilities of approximately $1.0 million due to progress payments made.
Net cash provided by operating activities was approximately $6.5 million for the six months ended April 30, 2025. Cash used in operating activities for the six months ended April 30, 2025 mainly consisted of net loss of approximately $12.4 million, adjusted for certain non-cash items primarily consisting of issuance of shares for service of approximately $14.2 million, and changes in certain working capital accounts that primarily consisting of a decrease in accounts receivable of approximately $3.7 million due to collections in the six months ended April 30, 2025, cash provided by advances from customers of approximately $1.1 million, cash provided by prepayment and other assets of approximately $0.3 million and increased accounts payable of approximately $0.3 million, offset by cash used in accrued expense and other liabilities of approximately $0.8 million due to progress payments made.
Investing Activities
Cash used in investing activities was approximately $nil and $0.01 million for the six months ended April 30, 2026 and 2025. Our expenditures for the six months ended April 30, 2025 period were for the purchase of office and electronic equipment.
Financing Activities
Net cash provided by financing activities was approximately $1.3 million for the six months ended April 30, 2026, mainly consisting of loans from related parties of approximately $4.8 million and proceeds from promissory note of approximately $3.0 million, offset by the repayment of related parties of approximately $4.9 million and cash repaid for promissory note of approximately $1.6 million.
Net cash used in financing activities was approximately $0.1 million for the six months ended April 30, 2025, mainly consisting of repayment of related parties of approximately $0.6 million and repayment of long-term bank loans of approximately $0.5 million, offset by loans from related parties of approximately $0.6 million and cash received from warrants exercised of approximately $0.4 million.
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On May 14, 2026, we closed a securities purchase agreement with certain institutional investors for the issuance and sale of 2,307,700 Class A Ordinary Shares, at an offering price of $6.50 per share. We received gross proceeds of approximately $15 million before deducting placement agent fees and other estimated offering expenses payable by us.
On May 21, 2026, we repaid the remaining $2,373,951 balance outstanding under a promissory note payable by us to High-Trend Holdings USA LLC, a related party controlled by Mr. Jinyu Chang, one of our major shareholders. This obligation had been incurred on April 27, 2026 when High-Trend Holdings USA LLC paid $2.6 million on behalf of us to pay off our obligations under a promissory note.
Capital Expenditures
We had capital expenditures of approximately $nil and $0.01 million for office and electronic equipment during the six months ended April 30, 2026 and 2025, respectively.
Contractual Obligations
We have entered into non-cancellable operating lease agreements to rent our office space in Singapore. The lease agreement, which will expire on March 14, 2027.
The following table sets forth our contractual obligations and commercial commitments as of April 30, 2026:
| Payment Due by Period | ||||||||||||||||||||
| Total | Less than 1 Year | 1 – 3 Years | 3 – 5 Years | More than 5 Years | ||||||||||||||||
| Lease | $ | 67,115 | 67,115 | - | $ | - | $ | - | ||||||||||||
| Total | $ | 67,115 | 67,115 | - | $ | - | $ | - | ||||||||||||
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements during the six months ended April 30, 2026 that in the opinion of management are likely to have, a current or future material effect on our financial condition or results of operations.
C. Research and Development, Patents and Licenses, etc.
Not applicable
D. Trend Information
Other than as described elsewhere in this Report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material adverse effect on our revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause our reported financial information to not necessarily be indicative of future operating results or financial condition.
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E. Critical Accounting Estimates
We prepare our unaudited condensed consolidated financial statements in conformity with U.S. GAAP. The preparation of these financial statements requires us to make estimates, judgments, and assumptions that can have a meaningful effect on the reporting of unaudited condensed consolidated financial statements. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.
Critical accounting estimates are defined as those reflective of significant judgments, estimates and uncertainties, which may result in materially different results under different assumptions and conditions. The following descriptions of critical accounting estimates should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes and other disclosures included in this report.
When reading our unaudited condensed consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include revenue recognition, the allowance for credit losses of accounts receivable, useful lives and assessment for impairment of long-lived assets, fair value of the notes and warrants well as share-based compensation. We believe the following accounting estimates involve the most significant judgments used in the preparation of our unaudited condensed consolidated financial statements.
Accounting estimates used in revenue recognition
Under a voyage contract, we are engaged to provide the transportation of cargo between specific ports in return for an ocean freight payment of an agreed upon freight per ton of cargo. Our voyage contracts generally do not contain cancelable provisions. A voyage is deemed to commence when a vessel was available for loading and is deemed to end upon the completion of the discharge of the current cargo. For voyage contracts, the customer simultaneously receives and consumes the benefits provided by our performance over the voyage period because of the continuous service to the customer. Customers receive the benefit of our services as the goods are transported from one location to another. If we were unable to complete delivery to the final location, another entity would not need to reperform the transportation service already performed. As control transfers over time, we recognize revenue ratably from the port of loading to when the charterer’s cargo is discharged based on the relative transit time completed in each reporting period. For unfinished voyages, the related revenue is recognized based on the estimated transit time-based portion completed of each voyage at the reporting date. Estimated losses on voyages are provided for in full at the time such losses become evident. Voyage expenses and other ocean transportation operating costs are charged to operating costs as incurred.
Recent Accounting Pronouncements
A recitation of recent relevant accounting pronouncements is included in Note 2 “Summary of Significant Accounting Policies” of our Unaudited Condensed Consolidated Financial Statements.
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Exhibit 99.3
HTCO Revenue Surges 38.3% to $137.5 Million in First Half Fiscal 2026, Driven by Expanded Operations and Favorable Dry Bulk Market Conditions
NEW YORK, NY July 22, 2026 — (PRNewswire) — High-Trend International Group (NASDAQ: HTCO) (“HTCO” or the “Company”), a global maritime logistics company, today announced its unaudited financial results for the six months ended April 30, 2026, highlighted by a 38.3% surge in total revenue to $137.5 million.
First Half Fiscal 2026 Revenue Highlights
| ● | Total Revenue: $137.5 million, compared to $99.4 million for the six months ended April 30, 2025, an increase of 38.3%. |
| ● | Ocean Freight Revenue: $136.9 million, an increase of $37.9 million or 38.3% from $99.0 million in the prior-year period. |
| ● | Vessel Services and Other Revenue: $0.5 million, compared to $0.4 million in the prior-year period. |
| ● | Total Voyage Days: 4,698 days for the six months ended April 30, 2026, an increase of 1,278 days from 3,420 days in the prior-year period. |
| ● | Average Charge Per Day: Approximately $29,149 for the six months ended April 30, 2026, compared to $28,945 in the prior-year period. |
Favorable Dry Bulk Market and Strategic Expansion into High-Margin Lithium Resources Transportation
The Baltic Dry Index (BDI), a leading benchmark for dry bulk shipping rates, reached 2,686 points as of April 30, 2026, reflecting robust demand for dry bulk cargo transportation globally. The sustained elevation of the BDI underscores the strength of the current shipping cycle, driven by increased demand for coal, iron ore, and other dry bulk commodities across key trade routes including Australia to China, Indonesia to Southeast Asia and Vietnam. HTCO has benefited directly from this favorable market environment, with expanded operations into coal transportation routes and increased voyage activity driving the substantial revenue growth reported for the first half of fiscal 2026.
Building on its established presence in dry bulk shipping, HTCO has strategically expanded its service capabilities to include lithium resources transportation, a segment critical to the global energy transition and electric vehicle supply chain. The Company’s maritime shipping business has achieved growth in revenue driven primarily by business structure upgrades — with the transportation of key mineral resources such as spodumene as its strategic focus. This segment has rapidly grown into one of the Company’s core high-margin businesses.
Management Commentary
“The first half of fiscal 2026 demonstrates the resilience and growth potential of our core ocean freight business. Our revenue surge of nearly 38% reflects not only favorable market conditions as evidenced by the elevated BDI, but also increased coal transportation routes and increased dry bulk activity, and we believe that our strategic decision to expand into high-margin lithium resources transportation will provide a basis for future growth. These contracts provide earnings visibility and reduce our reliance on cyclical spot markets,” stated Mr. Christopher Nixon Cox, HTCO Chairman of the Board.
“Moving forward, we will continue to deepen our presence in lithium resources and high-value-added mineral transportation. Subject to market feasibility, we will actively secure long-term transportation partnerships, further optimize cargo mix, and drive sustainable growth of high-profit businesses. The combination of a favorable dry bulk market and our strategic cargo mix positions HTCO for continued revenue growth,” stated Mr. Christopher Nixon Cox, HTCO Chairman of the Board.
About High-Trend International Group
High-Trend International Group is a global ocean transportation company with core businesses in international shipping.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of applicable securities laws, including Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by words such as “believe,” “expect,” “anticipate,” “future,” “will,” “intend,” “plan,” “estimate” or similar expressions. Actual results may differ materially from those indicated by these forward-looking statements due to various risks and uncertainties, including but not limited to those detailed in the Company’s filings with the U.S. Securities and Exchange Commission. All information in this press release is as of the date of this release, and the Company undertakes no obligation to update any forward-looking statement, except as required by applicable law.