Toppoint Holdings Inc 10-K for FY2025
Toppoint Holdings Inc. (TOPP)
About this 10-K
Toppoint Holdings Inc filed this 10-K on March 25, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $16.55M
- up 3.2% from $16.04M a year earlier
- Net loss
- $7.34M
- compared with net income of $174.87K a year earlier
- Diluted EPS
- -$0.41
- compared with $0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the fiscal year ended:
For the transition period from ____________ to _____________
Commission File No.
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Securities registered pursuant to Section 12(b) of the Act:
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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The aggregate market value of the voting and non-voting common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2025, was $
As of March 23, 2026, there were a total of
DOCUMENTS INCORPORATED BY REFERENCE
Toppoint Holdings Inc.
Annual Report on Form 10-K
Year Ended December 31, 2025
TABLE OF CONTENTS
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INTRODUCTORY NOTES
Use of Terms
Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our,” the “Company,” “Toppoint Holdings,” and “our company” refer to the consolidated operations of Toppoint Holdings Inc., a Nevada corporation. “Common stock” refers to the Company’s common stock, par value $0.0001 per share.
Note Regarding Trademarks, Trade Names and Service Marks
We use various trademarks, trade names and service marks in our business, including “Toppoint Inc.” and “ToppointTrucking.com.” For convenience, we may not include the ℠, ® or ™ symbols, but such omission is not meant to indicate that we would not protect our intellectual property rights to the fullest extent allowed by law. Any other trademarks, trade names or service marks referred to in this report are the property of their respective owners.
Note Regarding Industry and Market Data
We are responsible for the information contained in this report. This report includes industry and market data from periodic industry publications, third-party studies and surveys, filings of public companies in our industry and internal company surveys. These sources generally state that the information they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of the information are not guaranteed. The forecasts and projections are based on historical market data, and there is no assurance that any of the forecasts or projected amounts will be achieved. Industry and market data could be wrong because of the methods by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data-gathering process and other limitations and uncertainties. The market and industry data used in this report involve risks and uncertainties that are subject to change based on various factors, including those discussed in Item 1A. “Risk Factors.” These and other factors could cause results to differ materially from those expressed in, or implied by, the estimates made by independent parties and by us. Furthermore, we cannot assure you that a third party using different methods to assemble, analyze or compute industry and market data would obtain the same results.
Note Regarding Forward-Looking Statements
This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
| ● | our goals and strategies; |
| ● | our future business development, financial condition and results of operations; |
| ● | expected changes in our revenue, costs or expenditures; |
| ● | growth of and competition trends in our industry; |
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| ● | our expectations regarding demand for, and market acceptance of, our services; |
| ● | our expectations regarding our relationships with investors and other parties with whom we collaborate; |
| ● | fluctuations in general economic and business conditions in the markets in which we operate; and |
| ● | relevant government policies and regulations relating to our industry. |
In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A. “Risk Factors” and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, we expressly disclaim any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or any other reason.
Summary of Risk Factors
The following is a summary of material risks that could affect our business. This summary may not contain all of our material risks, and it is qualified in its entirety by the more detailed risk factors set forth under “Item 1A. Risk Factors.”
Operational and Industry Risks
| ● | Director designation rights may allow certain stockholders to influence our board and corporate actions, and their interests may differ from those of other stockholders. |
| ● | Our obligations to offer participation rights in future issuances could limit our financing flexibility and adversely affect our ability to raise capital. |
| ● | A substantial portion of our capital was loaned to a third-party borrower, and if that borrower delays repay-ment or defaults, our liquidity, financial condition and results of operations could be materially adversely affected. |
| ● | Changes in trade policies, tariffs, global sourcing patterns and commodity flows, caused by the changing U.S. and geopolitical environments or otherwise, may materially adversely affect customer demand for our services, shipment volumes and operating results. |
| ● | We operate in the highly competitive and fragmented truckload and transportation industry, and our failure to stay competitive could impair our ability to improve our profitability and materially adversely affect our results of operations. |
| ● | Our business is subject to general economic, business and regulatory factors affecting the truckload industry that are largely beyond our control, any of which could have a material adverse effect on our results of operations. |
| ● | We may not be successful in managing our growth or implementing our business strategies. |
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| ● | A substantial portion of our business and revenue derive from our brokerage model, where we support owner-operators to grow their fleets within our umbrella. Such a business model and the use of owner-operators expose us to different risks that a traditional fleet ownership and management business may not experience. |
| ● | If our independent contractor drivers are deemed by regulators or judicial process to be employees, our business, financial condition and results of operations could be materially adversely affected. |
| ● | Fluctuations in the price or availability of fuel and surcharge collection may increase our costs of operation, which could materially and adversely affect our margins. | |
| ● | Difficulty in obtaining materials, equipment, goods and services from suppliers could adversely affect our business. | |
| ● | Increased prices for and decreased availability of revenue equipment could materially adversely affect our business, financial condition, results of operations and profitability. |
| ● | A significant portion of our revenue is concentrated in a small number of large customers. Any loss or significant reduction of business with one or more of them could have a material adverse effect on our business, financial condition and results of operations. |
| ● | We have engaged in, and may continue to engage in, transactions with related parties, and such transactions present conflicts of interest that could have an adverse effect on our business and results of operations. |
Legal and Compliance Risks
| ● | We operate in a highly regulated industry and increased costs of compliance with, or liability for violation of, existing or future federal or state regulations could have a materially adverse effect on our business. |
Risks Related to Ownership of Our Common Stock
| ● | The market price of our common stock may fluctuate, and you could lose all or part of your investment. |
| ● | We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock. |
| ● | We may not be able to maintain a listing of our common stock on the NYSE American. |
| ● | We have considerable discretion as to the use of the net proceeds from the initial public offering and we may use these proceeds in ways with which you may not agree. |
| ● | We do not expect to declare or pay dividends in the foreseeable future. |
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PART I
ITEM 1. BUSINESS.
Overview
We are a truckload services and solutions provider focused on the recycling export supply chain. We have become a key player in the New Jersey and Pennsylvania regional trucking market for waste paper. In addition to waste paper, our portfolio also includes the shipment of scrap metal and wooden logs from large waste companies, recycling centers and commodity traders to the ports of Newark, NJ, and Philadelphia, PA. We also provide import transportation services at the ports of Newark and Philadelphia, under which we transport cargo-filled containers from the ports to our customers’ designated delivery locations. We continue to expand our footprints domestically and internationally and have ventured into the recycling export transport markets in Tampa, Jacksonville and Miami, Florida, and Baltimore, Maryland, in 2023, Ensenada, Mexico in 2024, and Houston, Texas in 2025. We intend to explore international markets in Latin America, including Chancay, Peru, in the near future.
Our client base includes some of the largest Fortune 500 waste companies and over 207 recycling centers and commodity traders that operate in nearly 1,077 locations. Our growing client base relies on us as their partner to provide a “white glove service” to ensure their time-sensitive, ultra-high-throughput commodities are safely loaded and delivered directly to container ships. In addition, capitalizing on our know-how in developing logistics solutions over the years, we are able to propose integrated transportation solutions that cover loading, transport, port drayage and unloading.
Currently, our business is broadly categorized into four verticals, by commodity type and the direction of trade as follows:
| ● | Waste Paper Products. Waste paper products have been our core commodity of export transportation. As a word-of-mouth shipper of choice, we have established a significant market presence in the New Jersey and Pennsylvania region’s recycled paper export transport industry. For the years ended December 31, 2025 and 2024, we completed approximately 4,152 and 2,576 orders, involving 13,232 and 16,641 loads, which amounted to approximately 496,200 and 465,948 tons of waste paper, respectively. We use Number of Loads Completed, or NLC, as a key performance indicator. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Other Performance Indicator” on page 43. |
| ● | Waste Metal and Forestry. We expanded into scrap metal and wood products export markets to diversify our offerings and supply our growing fleet. Serving additional commodities allows us to keep a strong pipeline of loads for independent contractor drivers to deliver and mitigate risks against commodity price fluctuations that affect demand for export. |
| ● | Import. We hold a minority market share in the import delivery sector for ports of Newark, NJ and Philadelphia, PA, picking up containers from ships and dropping at client locations. |
| ● | Others. From time to time, we offer trucking services for plastic and other commodities and provide logistics brokerage solutions servicing the major ports in California, Georgia, South Carolina, Texas and Illinois, as well as commercial rail lines. |
We pride ourselves on being an economically viable, socially responsible and environmentally friendly enterprise. We contribute to a sustainable society through our initiatives to reduce costs and enhance recycling logistics efficiency. Our competitive prices, capability to deliver large amounts on time and fast response ability have enabled us to solidify our partnerships with clients year over year. The number of our clients has grown from 10 in 2016 to 206 in 2025 at a 9 year CAGR of approximately 40%.
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Recent Operational Developments
We have recently expanded our operations by securing additional clients, introducing new service offerings, growing partnerships with existing clients and entering new geographic markets:
| ● | Import Drayage Expansion: Secured a new partnership with a New Jersey freight broker, managing 200+ monthly import loads with potential fourfold growth, improving operational efficiency, which has generated $983,515 in additional revenue in 2025. |
| ● | Latin America Market Expansion: Expanded operations in Ensenada, Mexico, through a new trucking partnership, enhancing non-ferrous metal exports and strengthening global trade connections. |
| ● | Refrigerated Logistics Growth: Launched cold-chain logistics services, managing refrigerated containers at major ports to diversify service offerings, stabilize revenue, and capitalize on a high-growth market. |
| ● | Recycling & Waste Management Expansion: Secured a new partnership with Casella Waste Systems (“Casella”), an industry leader in resource renewal and sustainability, to support Casella’s Springfield, Massachusetts facility; and increased service capacity to the Newark ports. |
| ● | Vietnam Freight Operations: Expanded import logistics through a new partnership with a premier Vietnamese freight company, which optimized fleet utilization.
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| ● | Houston Expansion: In February of 2026, operations started in the Houston Port in Texas for import and export orders with current clients. This added port is expected to continue growth in all commodities and act as a strategic location to enter domestic rail. |
Competitive Strengths
We believe the following competitive strengths are essential to our success and differentiate us from our competitors:
| ● | A Large Vendor Pool with Approximately 100 Trucks. Our truck owner-operators and other independent contractor are our bloodline. The core belief in “culture drives success” has helped us grow the fleet to approximately 100 trucks. We provide a high level of care and support to our vendors. We help independent contractor drivers create a timeline to transition to owner-operators and we assist our owner-operators in expanding their own fleets of trucks with driver recruitment assistance, business management training and retention tactics adoption. With a large fleet, we are able to meet our customers’ transport needs with first-to-final-mile-delivery capabilities, avoid delays or cancellations, and help us build a strong brand image and reputation as a reliable, efficient and professional company. |
| ● | Ability to Offer Competitive Pricing. In the relatively lower-profit recycled paper transport industry, maintaining competitive prices is an important factor in our continued market share expansion. We employ proprietary analytics systems to effectively track our operating results and financial position in real time and continuously enhance processes, with a view to helping customers reduce warehouse costs, lower shipping expenses and maintain operational flexibility. In addition, our full truckload shipping offerings meet the needs of companies requiring maximum movement of the commodities they trade with lower transport costs per unit. |
| ● | Capability to Provide Real-Time Visibility into Shipments and Quickly Respond. We have adopted a leading telematics system to allow us and our customers to easily monitor the status and location of the freight. We typically receive and process 250 driver and truck location updates daily. In addition, our sophisticated dispatch system and experienced professionals enable us to quickly pivot when vessels are delayed and minimize empty miles. |
| ● | A Global Team and a Fully Remote Workspace. Our dedicated growing staff are strategically located in the US and overseas, to allow for immediate response to inquiries by our customers and vendors 24/7. We provide a fully remote engaging workspace that encourages a healthy work-life balance and drives a committed, highly responsible and reliable team with minimal employee turnover. |
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| ● | Healthy Cash Flows. We have primarily funded our operations through cash generated from daily operations. Positive cash flows enable us to operate without dependency on factoring companies, improve profit margins, have the ability to invest in new opportunities and expand into new markets, provide resources to help our vendors grow, and strengthen our ability to weather market volatility.
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● | Maintaining a “Satisfactory” DOT Safety Rating, the Highest Rating Available under its Safety Rating System. A top concern for operating in dense urban areas is ensuring our cargo is delivered as promised, the patrons on the roads we share are free of harm, and independent contractor drivers go home safely nightly. We require Department of Transportation and Federal Motor Carrier Safety Administration (DOT/FMCSA)-compliant drug testing, including pre-employment and quarterly random drug and alcohol testing. New drivers undergo documented training and current drivers undergo refresher training annually. This allows us to maintain a “Satisfactory” DOT safety rating, the highest rating available under its safety rating system. |
| ● | Innovative and experienced management team with extensive operating expertise. We have an innovative management team able to seize on the opportunities in the recyclable waste transportation industry. Mr. Hok C Chan, our Chief Executive Officer and Chairman of the Board, has a deep understanding of the recycling and trucking sectors. As an innovative and entrepreneurial leader, Mr. Chan has led our company to develop a sizable client base comprising Fortune 500 waste companies and over 207 recycling centers and commodity traders that operate in nearly 1,077 locations within a short period of twelve years and to expand our presence in the recycling export supply chain of the New Jersey and Pennsylvania region. Our management team is well versed in trucking services, recycling, heavy equipment, and logistics management. Our experienced management team has also built a solid talent base for our company to drive development and innovation in the long run. |
Our Services
Operational Procedure
The chart below summarizes our operational flow for a single shipment:
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What We Ship
Waste paper products account for the lion’s share of commodities we transport. Factors that contribute to waste paper being our core commodity include high generation amounts, a higher recycling rate compared to other materials and relatively stable export prices throughout the year. In the years ended December 31, 2025 and 2024, we hauled 254 and 320 loads per week on average, which amounted to approximately 9,542 and 8,960 tons of waste paper per week, based on 52 weeks in a year. We use Number of Loads Completed, or NLC, as a key performance indicator.
A truck in our fleet was loading waste paper at a recycling center.
As the amount of scrap metal generated is far less than that of waste paper products, and scrap metal export volumes and prices fluctuate significantly, scrap metal transportation has not been a steady source of revenue for us. Ferrous and non-ferrous scrap metals, however, provide a good addition to our offerings and an additional supply of orders for our expanding fleet.
Additionally, we provide regional and short-distance hauling services for wood product exports. The process for shipping wood and timber products is the same as that for waste paper. We dispatch a truck with an empty container to the client facility after the client places an order online or by email. Once loaded, the truck hauls the container filled with logs to the designated port. At the port, the container is loaded onto a ship, which marks the completion of a delivery. Wood supply is less steady than that of waste paper products and is subject to substantial seasonal changes.
The import transport market is more competitive, with more trucking companies focused on this market. In the import sector for Newark, NJ and Philadelphia, PA ports, we provide transport of containers filled with cargo from the port to client locations. Although this sector is crowded, we are able to have a modest yet growing presence through our high-standard, reliable truckload services and competitive prices. Most recently we have established direct relationships with overseas importers to utilize import orders for an efficiency gain of utilizing a single container for both an import and export load. This allows us to bypass port traffic and double the out put and revenue of a single container.
From time to time, we offer logistics brokerage solutions for loads not handled by our fleet, including plastic and specialty commodities, as well as those involving major ports in California, Georgia, South Carolina, Texas and Illinois and commercial rail lines. In these instances, we assist customers in hiring “outside trucks”—namely trucks not bearing our DOT identification number—for their transportation needs and typically pay a higher rate to such drivers.
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Equipment We Use
We transport all the goods by chassis trucks and most recently acquired a new stock of 20’/40’ adjustable chassis for added versatility and efficiency. These chassis can be adjusted on location to haul both container sizes versus requiring a chassis swap or change. A container chassis has a flatbed made for carrying containers. The containers we carry are standard 40-foot and 20-foot shipping containers. The 40-foot containers are the most popular option and are considered to offer better value as they provide twice the square footage of a 20-footer at a lower cost per square foot. Most of the trucks and chassis in our vendor pool are parked at our rented premises at a discounted parking rate.
Our leased property at 697 Doremus Avenue, Newark, NJ 07105 prior to January 1, 2026
We relocated to 46-58 Albert Ave, Newark, NJ 07105 on January 1, 2026, as shown in the photo above
All the trucks in our fleet are owned by our truck owner-operators, but these trucks are under our exclusive direction and supervision as leased vehicles pursuant to agreements we have entered into with the owner-operators. The owner-operators are responsible for all costs associated with owning, maintaining and repairing the vehicles and have the exclusive right to employ and control drivers for the transportation of our shipments using such vehicles.
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Brokerage Model
We operate on a scalable brokerage model in which we help drivers convert into owner-operators utilizing a variety of our resources:
| ● | Training. We share our industry know-hows and practices, management skills, growth strategies and driver retention tactics with our owner-operators. Our training contents target the operational challenges and issues they face as owner-operators and provide on-point guidance, which help them strengthen confidence in transitioning into owner-operators and build loyalty toward us. |
| ● | Market Share. Our owner-operators rely on us for shipping orders. The growing pool of our owner-operators allows us to increase our capacity to handle more shipments and deliveries, leading to increased revenue and growth opportunities. On the other hand, with our enlarged market share, our owner-operators can access a broader market and increase miles. |
| ● | Staffing. We assist our owner-operators with driver recruitment to meet the needs of ever-expanding fleets. We use our rich experience in finding, screening and attracting driver applicants to help owner-operators acquire and retain skilled and responsible drivers. |
| ● | Compliance. We manage the entire process of DOT compliance for our owner-operators. All of the trucks serving our orders are subject to DOT compliance. The trucks of our owner-operators are marked with our DOT registration number. DOT compliance entails a lengthy set of regulations and rules and we are able to maintain a “Satisfactory” DOT safety rating, the highest rating available under its safety rating system. This is instrumental in building our reputation among truck owner-operators and other independent contractor drivers as a trustworthy carrier. |
This innovative model has resulted in low driver turnover which we believe is below the average of the trucking industry, an industry with alarmingly high turnover rates and chronic shortages of drivers. Based on this model, we have been able to scale up our operations in a relatively short period of time and outpace the industry average growth rate.
Our Customers
We serve a large customer base primarily comprised of global, national, regional and local recycling companies and commodity traders. Our top customers include Waste Management, FR. Meyer’s Sohn North America, Recycling Management Resources, Georgia-Pacific, Metal Green Recycling, Fortune Logistics, Fortune Metal Inc., Harrington Star Express, CNCF Freight Inc., and Cellmark Inc., among others. For the fiscal years ended December 31, 2025 and 2024, our ten largest customers in aggregate represented approximately 59% and 58% of the total revenues, respectively.
Currently, our clients spread across nearly 1,077 locations in a number of states in the United States, including without limitation, Pennsylvania, New Jersey, Maryland, New York, Connecticut and Delaware, and international location in Mexico. We have been constantly expanding our geographic footprint and have recently expanded into Texas, USA, with plans to extend our services to Latin America, including Chancay, Peru, in the near future. Our goal is to solidify existing market share and penetrate new markets where our global and national customers have set foot in. For example, the international markets we are trying to enter are places where our top customers have existing establishments, and the local branches of such top customers will be our initial clients in these new markets.
Our Technology
We believe that technology is critical to our success and is the cornerstone of our goal to become a leader in the first and last mile of the recycling export supply chains. We understand that technology alone will not always provide a better solution if not balanced with a human and personal touch, coupled with a best-in-class customer experience, and driven by interactive service management. By leveraging our data insights, and new artificial intelligence to remove tactical mundane processes, we are driven to strive process optimization and add impactful efficiency of our operations.
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We have developed a proprietary dispatch system that records, analyzes and displays multifaceted aspects of each shipment. Organized by dates, this system registers the schedule date, the driver assigned, ERD (referring to the cut-off date and time for a container to be at a port ready for loading), the booking date, client location, customer identity, SSL (sea shipping line), the load number, container size, pickup terminal, drop-off terminal, region code and other information with respect to a shipment. Based on such entries, this system aggregates the statics and generates a status summary covering the orders as of a specific date, to outline, among others, (i) the total number of scheduled loads for which drivers have been assigned, (ii) the total number of loads needing drivers, (iii) the total number of unscheduled loads, (iv) the number of loads available for booking, (v) the total number of loads actually completed, (vi) the weekly goal for completed loads, and (vii) the percentage of the goal achieved. Our dedicated maintenance of this system has allowed us to ensure a high on-time delivery rate.
Built on our dispatch system, we have utilized a real-time dashboard to keep track of our daily, weekly, monthly, quarterly and year-to-end operating results and financial position, including among others, our sales growth, gross profit, gross profit margin and number of loads transported. As such, we keep abreast of the performance and health of our business and can make timely adjustments in our execution to achieve our strategic goals. We do not hold any patents, trademarks, licenses, franchises, or concessions regarding our proprietary dispatch system.
Sales and Marketing
Unlike common sales and marketing strategies targeting customers, our sales and marketing efforts focus on both customers and drivers. Strategic online marketing has become essential to successful marketing campaigns. As we continue to deliver a superior experience for both shippers and drivers through reliability, transparency and service, our sales and marketing strategy continuously seeks to identify and act on new opportunities to grow these relationships. We have engaged in marketing through the following channels:
| ● | Social Media. Social media is most useful for networking with a large audience in the trucking sphere and it provides a cost-effective means to interact and build up relationships with such an audience and increase our visibility. For example, we have used Instagram to find and draw driver applicants by operating our Instagram account (toppoint_trucking) and sharing our business updates. In addition, social media provides an effective way to remain updated on what is trending in the industry and a convenient platform for asking questions and gaining valuable insights about how customers, drivers and communities feel about our company and brand. |
| ● | Referrals & Reviews. In today’s digital world, online reviews have become critical for successful businesses. Reviews impact drivers’ decisions whether to apply to our company and new clients’ decisions whether to purchase our services. Reviews facilitate word-of-mouth marketing and referrals. We place great importance on reviews on our website and Google reviews and plan to create central online reviews that we can engage with the reviews and use them to improve our business. |
| ● | Emails. We have subscribed to recruitment websites that distribute automated emails advertising driver job openings as well as email notifications when candidates apply for such positions. This is an important channel through which we discover and connect with qualified drivers we seek. As we can use filters to target drivers in a specific region, it is particularly helpful in recruiting drivers as we enter new geographic markets. We have also deployed email marketing to promote our company’s services to existing and potential customers. |
Our Competition
We operate in the highly competitive and fragmented truckload industry, and our failure to stay competitive could impair our ability to maintain and increase our profitability and materially adversely affect our results of operations.
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Currently, our primary competitors are regional trucking drayage service companies such as Evans Delivery Company, Inc., Matrix Transport LLC, and Portx Inc. that serve the ports of New Jersey, New York and Pennsylvania. Players in our sector primarily compete on price, timeliness, safety and customer experience. We believe our large vendor pool, competitive pricing, technological capabilities, high driver retention, positive cash flows and an innovative and experienced management team enable us to be positioned favorably against our competitors. Additionally, we have achieved a high on-time delivery rate and a customer acquisition CAGR of approximately 40% during the period of 2016 to 2025, demonstrating market confidence and demand for our services. Our ability to provide superior services at competitive pricing and our strategy to align our growth with our customers’ needs for success and standards allow us to have a track record in acquiring clients and market shares. Additionally, as a well-capitalized company with positive cash flows, we are able to pay our drivers early and at competitive rates.
Growth Strategies
We plan to pursue the following strategies to grow our business:
| ● | Increasing wallet shares of current clients. Our top clients operate nationwide and globally. We believe the most effective expansion strategy is to capitalize on existing clientele relationships, our track record and reputation, strategically align with their growth goals, and secure opportunities to service more of their markets. |
| ● | Building storage and warehousing capability. We plan to invest in expanding our storage and warehousing space and upgrading the logistics management system in such space. With enhanced storage and warehousing capability, we will be able to provide additional space for the growing fleet to store equipment and vehicles and acquire new space as we expand geographic coverage of services. Also, upgraded warehouses that can sort and store freight may allow us to enter other segments of the trucking industry. |
| ● | Continuing to improve information technology (IT) Infrastructure. We aim to continue to improve our existing IT-based platforms and systems by remaining alert to new technologies related to the transportation process and strengthen our technology capabilities in order to facilitate, optimize, streamline and ensure the quality of our operations. We have made, and intend to continue making, investments to further develop our abilities concerning carrier payments and data analytics, with a view to serving increased market shares and evolving client requirements and cementing client relations. |
| ● | Selectively exploring opportunities of strategic alliance, investments and acquisitions. We have a track record of fostering organic growth. We intend to selectively seek strategic alliance, investments and acquisition opportunities to solidify existing market position, accelerate our growth and drive value creation through strategic partnerships when appropriate opportunities arise. |
| ● | Enhancing our ability to attract, incentivize and retain a talented workforce. Our people are our core assets, and we believe our success greatly depends on our ability to attract, incentivize and retain our employees, truck owner-operators and other independent contractor drivers. We strive to continue to provide competitive compensation to our drivers, use our resources to support owner-operators’ growth, and maintain the collegial environment for our global staff. Our compensation structure is performance-based and aligned with our strategic objectives. Our culture, which from our inception, was focused on the well-being of independent contractor drivers, helps us recruit and retain drivers. With our underlying core values, we believe that we will continue to be a preferred carrier for both of our clients and independent contractor drivers. |
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Seasonality
In terms of waste paper, our transport volumes are largely steady during all seasons. There is a seasonal pattern for transporting wood products with volumes peaking in fall and lowest in winter. Historically, scrap metals are subject to dramatic price and demand fluctuations as a result of a number of factors, and seasonality is one of the factors as construction and automobile industries tend to be busier when the weather is nicer.
Employees and Human Capital
As of December 31, 2025, we had 3 full-time employees, 2 part-time employees in the U.S., 11 overseas contractual staffers and approximately 100 independent contractor drivers. Our operations are overseen directly by management. Our management functions cover corporate administration, training, business development, technology and marketing. We believe our management’s relationship with our personnel, owner-operators and other drivers is good. We do not have any collective bargaining agreement, and our employees are not unionized.
| Department/Function | Personnel | |||
| Management | 3 | |||
| Part-Time | 2 | |||
| Operations | 11 | |||
| TOTALS | 16 | |||
Owner-Operators
All the trucks operated by owner-operators for transporting our shipments carry our DOT carrier identification number.
We, as a carrier, enter into an agreement with each of our independently contracted truck owner-operators. Below is a summary of the material terms of this arrangement.
Owner-Operator’s Responsibilities: The owner-operator is an independent contractor with suitable motor vehicle(s) for hire and is responsible for all costs associated with owning, maintaining and repairing the vehicle(s) covered by the agreement. The owner-operator is also responsible for paying various taxes and charges related to services provided under the agreement, as well as for traffic violations, over-size or over-weight violations and travel costs such as tolls in performing transportation services under the agreement. The owner-operator is obligated to provide necessary documentation and communication regarding the shipments, such as bills of lading, container numbers, arrival and departure times and fuel receipts. The owner-operator agrees to indemnify and hold us harmless for any claims or damages arising out of his or her failure to comply with provisions of the agreement; non-compliance with laws and regulations; use, maintenance or operation of the covered vehicle(s); and misuse or mishandling of the shipments being transported.
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Our Responsibilities: We agree to maintain liability and cargo insurance coverage and assume responsibility for the DOT compliance of their vehicle(s). During the term of the agreement, the subject vehicle(s) shall be solely and exclusively under our direction and supervision. However, the owner-operator has the exclusive right to employ and control drivers in performing services under the agreement.
Compensation: We shall pay the owner-operator within 7 days after submission of all necessary delivery documents.
Insurance
We maintain insurance with licensed insurance carriers, and independent contractor drivers are covered by our insurance. Currently, we hold a commercial general liability policy for bodily injury, property damage, personal and advertising injury, medical payments, and pollution liability, with limits up to $2,000,000 aggregate and occurrence-based and claims-made coverages of a $1,000,000 limit per occurrence. We also carry auto liability coverage with a combined single limit per accident of $1,000,000, as well as workers compensation for employees and employer’s liability coverage. We also maintain cargo insurance covering loss of or damage to customer freight while in transit, with limits of up to $180,000 property in vehicle with a $250,000 catastrophe limit per occurrence (subject to deductibles and policy terms and exclusions).
However, we self-insure or maintain a high deductible for a portion of our claims exposure resulting from workers’ compensation, auto liability, general liability, cargo and property damage claims. Although we believe our aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that the amount of one or more claims could exceed our aggregate coverage limits. If any claim were to exceed our coverage, we would bear the excess, in addition to our other self-insured amounts.
Regulations
Our operations are regulated and licensed by various U.S. federal and state governmental agencies. These regulations impact us directly and also indirectly when they regulate third-party providers we arrange and/or contract with to transport freight for our customers.
Regulations Affecting Motor Carriers, Owner-Operators and Transportation Brokers. We have a satisfactory score with the U.S. DOT and utilize TenStreet, Samba Safety, Abbott eScreen and Driver IQ as our third-party service providers to ensure we comply with the requirements of the FMCSA of the DOT. We have successfully passed DOT audits and truck inspections in the past. We and third-party motor carriers we contract with within the U.S. must comply with the safety and fitness regulations of the DOT, including, without limitation, those related to controlled substances and alcohol, hours-of-service compliance, vehicle maintenance, hazardous materials compliance, driver fitness, unsafe driving, and minimum insurance requirements, as well as the Compliance Safety Accountability, or CSA, program, which uses a Safety Measurement System, or SMS, to rank motor carriers on seven categories of safety-related data, known as Behavioral Analysis and Safety Improvement Categories, or BASICs. Other federal and state agencies, such as the U.S. Environmental Protection Agency, the U.S. Food and Drug Administration and the U.S. Department of Homeland Security, also regulate our equipment, operations, cargo and independent contractor drivers. We are also subject to various vehicle registration and licensing requirements in certain states and local jurisdictions where we operate. We may become subject to new or more restrictive regulations relating to emissions, drivers’ Hours of Service, independent contractor eligibility requirements, onboard reporting of operations, air cargo security and other matters affecting safety or operating methods.
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Classification of Independent Contractors. U.S. tax and other federal and state regulatory authorities, as well as private litigants, continue to assert that independent contractor drivers in the trucking industry are employees rather than independent contractors, while applying a variety of standards in their determinations of independent contractor status. Federal legislators have introduced legislation in the past to make it easier for tax and other authorities to reclassify independent contractors as employees, including legislation to increase the recordkeeping requirements and heighten the penalties for companies that misclassify workers and are found to have violated overtime or wage requirements. Additionally, federal legislators have sought to abolish the current safe harbor, which allows taxpayers that meet certain criteria to treat individuals as independent contractors if they are following a longstanding, recognized practice. From time to time, federal legislators have introduced legislation that would impose additional requirements and penalties relating to worker classification, including, in some proposals, classification notice and recordkeeping requirements and civil penalties for misclassification. Some states have launched initiatives to increase tax revenues from items such as unemployment, workers’ compensation and income taxes, and the reclassification of independent contractors as employees could help states increase these revenues. In addition to these possible legislative changes, the National Labor Relations Board (“NLRB”) to make has modified its independent contractor standard under the National Labor Relations Act and may further change its standards or enforcement priorities, which could affect the classification of certain workers. The NLRB has also entered into a Memorandum of Understanding with the U.S. Department of Labor’s Wage and Hour Division (“WHD”) regarding the exchange of information and cooperation in enforcement activities regarding the misclassification of employees as independent contractors. On March 11, 2024, the rule entitled “Employee or Independent Contractor Classification Under the Fair Labor Standards Act” issued by the Department of Labor (the “DOL”) went into effect. This rule addresses how to analyze whether a worker is an employee or an independent contractor under the FLSA using the “economic reality test.” In May 2025, WHD issued enforcement guidance directing investigators not to apply the 2024 rule’s analysis in current enforcement matters while the DOL reviewed the rule. In February 2026, the DOL proposed a rule that would rescind the 2024 final rule and replace it with an analysis similar to the one adopted in 2021; the timing and substance of any final rule remain uncertain. Although we believe that the drivers with whom we or owner-operators contract are properly characterized as independent contractors, the Department of Labor or other regulatory authorities may challenge our characterization of such relationships. If the independent contractor drivers that provide services to us are determined to be our employees, we could incur additional exposure under some or all of the following: federal and state employer taxes, workers’ compensation, unemployment benefits, and labor, employment and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings.
Environmental Regulations. Our operations and independent contractors are subject to various environmental laws and regulations in the jurisdictions where we operate. In the U.S., these laws and regulations deal with vehicle emissions, engine-idling, fuel tanks and related fuel spillage and seepage, discharge and retention of stormwater, and other environmental matters that involve inherent environmental risks. We may be responsible for cleaning up any spill or other incident involving hazardous materials caused by our business. In the past, we were responsible for cleaning up diesel fuel spills caused by traffic accidents or other events, and none of these incidents materially affected our business or operations. We believe that our operations are in substantial compliance with current laws and regulations, and we do not know of any existing environmental condition that reasonably would be expected to affect our business or operating results adversely.
Other Regulations. We are subject to a variety of other U.S. federal, state, and local laws and regulations, including, but not limited to, the Foreign Corrupt Practices Act and other anti-bribery and anti-corruption statutes, and export sanction laws. We are also subject to state and U.S. federal laws and regulations addressing some types of cargo transported or stored by us.
Corporate History and Structure
We were incorporated in the State of Nevada on August 16, 2022 as a holding company. We started operations in 2014 through Toppoint Inc., a Pennsylvania corporation, providing logistics services and solutions for the recycling export supply chain in the U.S. As of the date of this report, we have two subsidiaries, Toppoint Inc and Topp Metals Inc.
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On the date of incorporation, we issued an aggregate of 7,500,000 shares of common stock to four investors at a per share purchase price of $0.0001. On the same date, these four investors entered into a voting agreement with Hok C Chan, our founder, Chairman of our board of directors and Chief Executive Officer, pursuant to which the investors unconditionally and irrevocably appointed Hok C Chan as each investor’s proxy to attend and vote at all shareholder meetings of the Company and on every action or approval by written consent of the shareholders of the Company, until the earlier of (i) the date on which the Company completes its initial public offering, or (ii) the written agreement of all the parties of the agreement to terminate it. As such, the voting agreement terminated on January 23, 2025.
On September 29, 2022, we entered into a Share Exchange Agreement with Toppoint Inc. and Hok C Chan, the sole stockholder of Toppoint Inc., our founder, Chairman of our board of directors and Chief Executive Officer, pursuant to which Hok C Chan exchanged all of his shares in Toppoint Inc for 7,500,000 shares of common stock of our company. As a result, we acquired all of the issued and outstanding shares of capital stock of Toppoint Inc, making Toppoint Inc our wholly-owned subsidiary.
On January 23, 2025, we closed our initial public offering of 2,500,000 shares of common stock, at an offering price of $4.00 per share, for gross proceeds of $10,000,000. Our common stock began trading on NYSE American on January 22, 2025, under the symbol “TOPP.”
On June 4, 2025, the Company established a wholly-owned subsidiary, Topp Metals Inc., which was incorporated under the provisions of the Pennsylvania Business Corporation Law of 1988, with its registered office located in Lansdale, Pennsylvania. As of the date of this annual report, Topp Metals Inc. has no business activities.
Recent Developments
Entry into Share Purchase Agreements
On December 3, 2025, December 19, 2025, and January 27, 2026, we entered into three separate share purchase agreements with three investors and Hok C. Chan, our Chief Executive Officer, as the seller. Pursuant to these agreements, the investors purchased an aggregate of 3,600,000 shares of our common stock from Mr. Chan, and the Company agreed to provide to the investors the right to purchase its pro rata portion of any new shares that the Company may from time to time propose to issue or sell to any person.
Additional information about the share purchase agreements can be found in our Current Reports on Form 8-K filed with (the “SEC”) on December 3, 2025, December 23, 2025, and February 2, 2026, respectively.
Changes in Officers
On November 26, 2025, we entered into an employment agreement with Kah Loong Randy Yeo (“Mr. Yeo”), pursuant to which Mr. Yeo was appointed as the Company’s new Controller.
On December 1, 2025, John Feliciano III, our Chief Financial Officer and a member of our Board of Directors (the “Board”) submitted a letter of resignation to the Board (the “Letter”). Pursuant to the Letter, Mr. Feliciano resigned from the Board of Directors effective December 1, 2025, and announced his resignation as our Chief Financial Officer, effective as of December 15, 2025. Mr. Feliciano’s resignation was due to personal reasons and not the result of any disagreement with the Company regarding its operations, policies, or practices.
Subsequently, in connection with Mr. Feliciano’s resignation as Chief Financial Officer, we entered into an employment agreement with Mr. Yeo, pursuant to which Mr. Yeo was appointed as the Company’s new interim Chief Financial Officer.
Additional information about Mr. Feliciano’s departure and the appointment of Mr. Yeo can be found in our Current Reports on Form 8-K filed with the SEC on December 3, 2025 and December 23, 2025, respectively.
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Changes in Directors
In connection with Mr. Feliciano’s resignation as a member of the Board, and as a condition precedent of the share purchase agreement dated December 3, 2025, on December 1, 2025, the Board appointed Ms. Florence Ng, effective immediately, to serve as a member of the Board.
On December 19, 2025, Pablo Santana, a member of the Company’s Board of Directors submitted a letter of resignation to the Board. Pursuant to the letter of resignation, Mr. Santana resigned from the Board of Directors effective December 19, 2025.
In connection with Mr. Santana’s resignation as a member of the Board of Directors, and as a condition precedent of the share purchase agreement dated December 19, 2025, on December 19, 2025, the Board appointed Mr. Chung Ming Bruce Hui, effective immediately, to serve as a member of the Board.
In connection with and as a condition precedent of the share purchase agreement dated January 27, 2026, on January 27, 2026, the Board voted to increase the size of the Board from five members to six, and appointed Anthony Kwong to fill the vacancy created by the expansion of the Board.
Biographical information for Ms. Ng, Mr. Hui and Mr. Kwong can be found in the Current Reports on Form 8-K filed with the SEC on December 3, 2025, December 23, 2025, and February 2, 2026, respectively.
ITEM 1A. RISK FACTORS.
An investment in our securities involves a high degree of risk. You should carefully read and consider all of the risks described below, together with all of the other information contained or referred to in this report, before making an investment decision with respect to our securities. If any of the following events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected. In that event, the market price of our shares could decline, and you could lose all or part of your investment.
Operational and Industry Risks
Director designation rights may allow certain stockholders to influence our board and corporate actions, and their interests may differ from those of other stockholders.
Pursuant to the three share purchase agreements entered into by the Company with three investors and Hok C. Chan, our Chief Executive Officer, as the seller, dated December 3, 2025, December 19, 2025, and January 27, 2026, each investor has the right to designate one director to our six-member board of directors, and the buyers have designated three directors who currently serve on our board. See “Item 1. Business—Recent Developments.” As a result, each such investor may be able to influence our board’s deliberations and decisions through its director designee. The interests of these investors and their director designees may differ from or conflict with the interests of our other stockholders, which could affect our corporate governance and our decisions regarding financings, strategic transactions and other corporate actions. We cannot predict whether, or the extent to which, these investors will coordinate their actions, if at all.
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Our obligations to offer participation rights in future issuances could limit our financing flexibility and adversely affect our ability to raise capital.
Pursuant to the three share purchase agreements entered into by the Company with three investors and Hok C. Chan, our Chief Executive Officer, as the seller, dated December 3, 2025, December 19, 2025, and January 27, 2026, we have granted three investors participation rights that entitle each investor to purchase up to its pro rata portion of any “New Securities” that we may, from time to time, propose to issue or sell. See “Item 1. Business—Recent Developments.” The maximum number of New Securities that may be purchased by each investor is generally based on such investor’s ownership percentage immediately prior to the issuance (i.e., the number of shares owned by the investor (or its designee) divided by the total number of shares of our common stock outstanding, in each case immediately prior to the issuance, multiplied by the total number of New Securities proposed to be issued). These participation rights could reduce the pool of securities available to new investors, complicate or delay financing transactions, increase transaction costs, or require us to structure financings in ways that are less advantageous to us or our stockholders. If we need to raise additional capital, there can be no assurance that we will be able to do so on acceptable terms, or at all, and any inability to raise capital when needed could materially and adversely affect our business, financial condition and results of operations.
A substantial portion of our capital was loaned to a third-party borrower, and if that borrower delays repayment or defaults, our liquidity, financial condition and results of operations could be materially adversely affected.
On January 27, 2025, we entered into a loan receivable agreement with Golden Bridge Capital Management Limited (“Golden”), pursuant to which we loaned Golden $6.0 million as a temporary debt investment. The loan was later amended to provide for minimum principal repayments of $1.0 million by January 2026, $2.0 million by January 2027 and $3.0 million by January 2028, together with accrued interest at an annual rate of 7%. During the year ended December 31, 2025, we received aggregate principal repayments of $1.0 million and recognized interest income of $365,779, but as of December 31, 2025, $5.0 million remained outstanding. If the debt is not repaid in accordance with the foregoing schedule, an additional penalty interest of 5% per annum will apply to any overdue amounts. Golden is not a credit rated lender.
As a result, we are exposed to counterparty credit risk with respect to this investment. Golden’s ability to repay the loan, including principal and interest, depends on its financial condition, liquidity, cash flows and ongoing compliance with the loan terms. If Golden experiences financial difficulty, delays repayment, fails to make required payments, or otherwise defaults on its obligations, we may not receive timely payments or recover the full value of the investment. Because a substantial amount of our capital remains tied up in this receivable, any delay or nonpayment could reduce our liquidity, limit our flexibility to fund operations, expansion initiatives, equipment purchases or other business needs, and materially and adversely affect our business, financial condition and results of operations.
Changes in trade policies, tariffs, global sourcing patterns and commodity flows, caused by the changing U.S. and geopolitical environments or otherwise, may materially adversely affect customer demand for our services, shipment volumes and operating results.
The United States has recently enacted and/or proposed to enact significant new tariffs on goods imported from numerous countries, including China, Mexico and Canada. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs.
Our business is significantly influenced by global trade dynamics, including U.S. and foreign trade policies, tariffs, duties, sanctions, geopolitical tensions, international sourcing patterns and demand for export and import commodities. These factors can affect the volume, timing and destination of cargo flows, alter customer shipping behavior, and create significant volatility in the markets we serve.
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Our revenue are derived from truckload services supporting the recycling export supply chain and related import activities, including shipments of waste paper, scrap metal, logs and import freight. Demand in these markets can fluctuate significantly based on changes in export demand, domestic consumption, commodity pricing, trade restrictions and customer inventory decisions. For example, in 2025, demand for waste paper shipments declined, while import and scrap metal shipment volumes increased, reflecting changes in trade conditions, customer demand and commodity flows. There can be no assurance that favorable conditions in any commodity segment will continue or that growth in one segment will offset weakness in another.
Changes in trade regulations, tariffs or other policies may cause supply chain disruptions, reduce import or export activity, increase volatility in shipping volumes, negatively affect our customers’ businesses and shipping needs, and could further escalate input costs for our suppliers and equipment manufacturers, raising the cost of revenue equipment used by us and our owner-operators. Similarly, trade-related disruptions or geopolitical tensions may contribute to increased fuel prices. While we may attempt to pass these increased costs through to our customers via rate adjustments or fuel surcharges, there is no assurance that we will be able to do so fully or in a timely manner. Our customers may reduce their orders from us, which could negatively affect our business, profitability and operating results. We are closely monitoring these developments and evaluating strategies to mitigate potential impacts.
Furthermore, if trade-policy developments, geopolitical events, or shifts in domestic or international demand reduce shipping volumes, change commodity flows away from the ports and markets we serve, compress pricing, or otherwise disrupt our customers’ businesses, there may be greater restrictions and economic disincentives on international trade in general. The new tariffs and other changes in U.S. trade policy could trigger retaliatory actions by affected countries, and foreign governments have instituted or are considering imposing trade sanctions on U.S. goods. Such changes have the potential to adversely impact the U.S. economy or sectors thereof, our industry and the demand for our transport services, and as a result, could have a negative impact on our business, financial condition and results of operations.
We operate in the highly competitive and fragmented truckload and transportation industry, and our failure to stay competitive could impair our ability to improve our profitability and materially adversely affect our results of operations.
Our business competes with many truckload carriers, logistics, brokerage and other transportation companies. The North American surface transportation market is highly competitive and fragmented. Some of our competitors may have greater access to equipment, a larger fleet, a wider range of services, preferential dedicated customer contracts, greater capital resources or other competitive advantages. Numerous competitive factors could impair our ability to maintain or improve our profitability. These factors include the following:
| ● | the continuing trend toward consolidation in the trucking industry may result in more large carriers with greater financial resources and other competitive advantages, with which we may have difficulty competing; |
| ● | competition from freight brokerage companies may materially adversely affect our customer relationships and freight rates; |
| ● | our competitors may have better safety records than us or a perception of better safety records; |
| ● | our competitors may reduce their freight rates to gain business, especially during times of reduced growth in the economy, which may limit our ability to maintain or increase freight rates or to maintain or expand our business or may require us to reduce our freight rates in order to maintain business and keep our equipment productive; |
| ● | customers may solicit bids from multiple carriers for their shipping needs, which may depress freight rates or result in a loss of business to our competitors; |
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| ● | higher fuel prices and higher fuel surcharges to our customers may cause some of our customers to reduce freight volumes; |
| ● | advancements in technology may necessitate that we increase investments in order to remain competitive, and our customers may not be willing to accept higher freight rates to cover the cost of these investments; and |
| ● | we may have difficulty recruiting and retaining drivers if our competitors offer better compensation or working conditions. |
Our business is subject to general economic, business and regulatory factors affecting the truckload industry that are largely beyond our control, any of which could have a material adverse effect on our results of operations.
The truckload industry is highly cyclical, and our business is dependent on a number of factors that may have a negative impact on our results of operations, many of which are beyond our control. We believe that some of the most significant of these factors are economic changes that affect supply and demand in transportation markets, such as:
| ● | general economic conditions, such as economic recession, disruption to the global supply chain, labor shortage, etc.; |
| ● | domestic and global demand for recycled materials; |
| ● | recessionary economic cycles, such as the period from 2007 through 2009; |
| ● | changes in customers’ inventory levels and practices, including shrinking product/package sizes, and in the availability of funding for their working capital; |
| ● | excess truck capacity in comparison with shipping demand; |
| ● | driver shortages and increases in drivers’ compensation; | |
| ● | industry compliance with ongoing regulatory requirements; |
| ● | fluctuations in foreign exchange rates; and |
| ● | downturns in customers’ business cycles, including as a result of declines in consumer spending. |
Several of the above factors were evident during the COVID-19 pandemic in the freight environment, which led to labor shortages, inflationary pricing, and severe disruption to the global supply chain. Similar conditions in the future could have a material adverse effect on our business, financial condition and results of operations.
Additionally, economic conditions that decrease shipping demand or increase the supply of available trucks and other equipment can exert downward pressure on rates and equipment utilization, thereby decreasing productivity. The risks associated with these factors are heightened when the U.S. economy is weakened. Some of the principal risks during such times are as follows:
| ● | we may experience low overall freight levels, which may impair the asset utilization of our owner operators; |
| ● | certain of our customers may face credit issues and cash flow problems that may lead to payment delays, increased credit risk, bankruptcies and other financial hardships that could result in even lower freight demand and may require us to increase our allowance for doubtful accounts; |
| ● | freight patterns may change as supply chains are redesigned, resulting in an imbalance between our capacity and our customers’ freight demand; |
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| ● | customers may bid out freight or select competitors that offer lower rates in an attempt to lower their costs, and we might be forced to lower our rates or lose freight; |
| ● | we may be forced to accept more loads from freight brokers, where freight rates are typically lower, or may be forced to incur more non-revenue generating miles to obtain loads; and |
| ● | we may need access to sources of credit or capital to meet cash requirements in operations, which would subject us to indebtedness and reduce our profitability. |
We are also subject to cost increases outside our control that could materially reduce our profitability if we are unable to increase our rates sufficiently. Such cost increases include, but are not limited to, increases in fuel prices, driver and office employee wages, purchased transportation costs, interest rates, taxes, tolls, license and registration fees, insurance, revenue equipment and related maintenance, and healthcare and other benefits for our employees. Further, we may not be able to appropriately adjust our costs to changing market demands. In order to maintain high variability in our business model, it is necessary to adjust staffing levels to changing market demands. In periods of rapid change, it is more difficult to match our staffing level to our business needs.
In addition, events outside our control, such as deterioration of U.S. transportation infrastructure and reduced investment in such infrastructure, strikes or other work stoppages at our facilities or at customer, port, border or other shipping locations, or actual or threatened armed conflicts or terrorist attacks, efforts to combat terrorism, military action against a foreign state or group located in a foreign state or heightened security requirements could lead to wear, tear and damage to our equipment, driver dissatisfaction, reduced economic demand, reduced availability of credit, increased prices for fuel or temporary closing of the shipping locations or U.S. borders. Such events or enhanced security measures in connection with such events could impair our operating efficiency and productivity and result in higher operating costs.
On October 1, 2024, dockworkers across ports from Maine to Texas on the East and Gulf Coasts initiated a strike, citing concerns over wages and the need for protections against increased automation. This strike was temporarily resolved on October 3, 2024, after the union and U.S. Maritime Alliance reached a tentative deal on wages and agreed to extend the existing master contract until January 15, 2025 to allow for further negotiations on unresolved issues. On January 8, 2025, the parties reached a tentative agreement for a six-year contract. However, should the strike resume, it could pose a major disruption to the flow of goods, materially restricting both imports and exports through these key Eastern and Gulf ports, particularly if the strike extends for weeks or even longer. Such an extended disruption to supply chains, if happens, could have significant ripple effects on the U.S. economy, and our operations could be materially adversely affected if our customers suspend exporting waste paper, scrap metal and other commodities we transport to ports for an extended period. At this stage, we cannot be certain whether the strike will resume, how long it might last, or the extent of the impact it may have on our business.
Additionally, changing impacts of regulatory measures could impair our operating efficiency and productivity, decrease our revenues and profitability and result in higher operating costs. In addition, declines in the resale value of revenue equipment may affect the cash flows of our owner operators who own and operate the trucks that we draw on to fulfill customer shipping orders. From time to time, various U.S. federal, state or local taxes are also increased, including taxes on fuel. We cannot predict whether, or in what form, any such tax increase applicable to us will be enacted, but such an increase could materially adversely affect our profitability.
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We may not be successful in managing our growth or implementing our business strategies.
Many of our business strategies require time, significant management and financial resources, and successful implementation. Consequently, we may be unable to effectively and successfully implement our business strategies. We also cannot ensure that our operating results, including our operating margins, will not be materially adversely affected by future changes in and expansion of our business, including the expected geographic expansion of our services in the United States and overseas, or by changes in economic conditions. Our results of operations may be materially adversely affected by a failure to further penetrate our existing customer base, cross-sell our services, secure new customer opportunities and manage the operations and expenses of new or growing services. For example, in 2025 our revenues increased modestly, while our cost of revenue and general and administrative expenses increased substantially, and our gross margin declined. There is no assurance that we will be successful in achieving any of our business strategies. Even if we are successful in executing our business strategies, we still may not achieve our goals.
A substantial portion of our business and revenue derive from our brokerage model, where we support owner-operators to grow their fleets within our umbrella. Such a business model and the use of owner-operators expose us to different risks that a traditional fleet ownership and management business may not experience.
We are in the process of developing a scalable brokerage model, specializing in converting drivers into owner-operators by means of training and capturing market share. These owner-operators are encouraged and supported by us in order to grow their fleets within our umbrella. We assist with staffing their vehicles and ensuring DOT compliance for all members of our team. For more information on our relationship with owner-operators and our contractual rights to the use of trucks in our fleet, see also “Item 1. Business—Employees and Human Capital—Owner-Operators,” and “Item 1. Business—Equipment We Use.”
We believe we contract with more owner-operators and use more owner-operator trucks than some of our competitors. We are therefore more dependent on owner-operator trucks than some of our competitors. Failure to maintain owner-operator business and relationships and increased industry competition for owner-operators could have a materially adverse effect on our operating results.
During times of increased economic activity, we face heightened competition for owner-operators from other carriers. To the extent our turnover increases, we may be required to increase owner-operator compensation or take other measures to remain an attractive option for owner-operators. If we cannot attract sufficient owner-operators, or it becomes economically difficult for owner-operators to survive, we may not be able to maintain our fleet provided by owner-operators or maintain our delivery schedules.
The owner-operators that we utilize are subject to certain regulation requirements, such as the electronic on-board recording and driver Hours of Service, or HOS, requirements that apply to larger carriers, which may have a more significant impact on their operations, causing them to exit the transportation industry. Aside from when these third parties may use our trailing equipment to fulfill loads, we do not own the vehicles. The inability to obtain and maintain reliable third-party owner-operators will have a material adverse effect on our operating results and business growth.
If our independent contractor drivers are deemed by regulators or judicial process to be employees, our business, financial condition and results of operations could be materially adversely affected.
We rely in part on independent contractor drivers in our operations, and our cost of revenue includes costs associated with independent contractor drivers. Federal and state agencies, legislatures and courts have in recent years increased their scrutiny of worker classification practices, including in the trucking industry. The legal and regulatory standards applicable to the classification of workers as employees or independent contractors continue to evolve and may vary significantly by jurisdiction and by the facts and circumstances of each relationship. As a result, we cannot assure you that our independent contractor relationships will not be challenged or recharacterized in the future.
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On January 12, 2024, two drivers, Rainey Mejia Rodriguez and Frank Santana Rodriguez (the “plaintiffs”), filed a class action lawsuit against the Company’s subsidiary, Toppoint Inc, and certain other parties, including Hok C. Chan, in the Superior Court of New Jersey, Essex County, alleging misclassification of truck drivers as independent contractors rather than employees. The plaintiffs seek to represent a class of similarly situated individuals who provided services in New Jersey from January 2018 through the date of the complaint. The complaint asserts violations of the New Jersey Wage Payment Law and the New Jersey Wage and Hour Law, including claims of unlawful wage deductions and failure to pay overtime. The plaintiffs sought compensatory damages, treble and/or liquidated damages, attorneys’ fees, and injunctive relief, without specifying a dollar amount of damages. On July 27, 2024, August 26, 2024, and November 22, 2024, the Court issued multiple orders dismissing the case for lack of prosecution. Upon a motion to reinstate the case filed on January 15, 2025 by the plaintiffs, the Court reinstated the case on January 31, 2025. On May 1, 2025, Toppoint Inc filed a motion to dismiss the amended complaint, and a motion hearing was held on July 3, 2025. On June 6, 2025, the court dismissed the case without prejudice against Mr. Hok C. Chan for lack of prosecution. Although we believe the claims are without merit and intend to continue to vigorously defend against them, we cannot predict the outcome of this matter or similar claims. An adverse outcome in this litigation or in any future misclassification challenge could materially and adversely affect our business, financial condition and results of operations.
If the independent contractors with whom we or our owner-operators contract are determined to be employees, we would incur more employee-related expenses, and we and/or our owner-operators would incur additional exposure under federal and state employer tax, workers’ compensation, unemployment benefits, labor, employment and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings, and our business, financial condition and results of operations could be materially adversely affected.
Fluctuations in the price or availability of fuel and surcharge collection may increase our costs of operation, which could materially and adversely affect our margins.
In recent years, various factors such as the geopolitical instability in Ukraine and Gaza and the COVID-19 pandemic caused great financial instability in the global economy, which resulted in, among other things, the diesel fuel price to surge to record high in the United States. The cost of diesel fuel represents a significant expense for our owner-operators which we draw on to provide trucking services and solutions to our clients. Diesel fuel prices fluctuate greatly due to factors beyond our control, such as political events, terrorist activities, armed conflicts, depreciation of the dollar against other currencies and weather, such as hurricanes, and other natural or man-made disasters, each of which may lead to an increase in the cost of fuel. Fuel prices also are affected by the rising demand in developing countries, and could be adversely impacted by diminished drilling activity and by the use of crude oil and oil reserves for other purposes. Such events may lead not only to increases in fuel prices, but also to fuel shortages and disruptions in the fuel supply chain. Because our operations are dependent upon diesel fuel, significant diesel fuel cost increases, shortages or supply disruptions could materially and adversely affect our operating results and financial condition.
Increases in fuel costs, to the extent not offset by rate per mile increases or fuel surcharges, have an adverse effect on our operations and profitability. While a portion of our owner-operators’ fuel costs are covered by fuel surcharge fees, increases in fuel costs could still affect our profitability because we need to compensate owner-operators more for such fuel cost increases. We constantly monitor fuel price changes by tracking fuel futures and other market information and we usually are able to implement fuel surcharge recovery no later than changes in fuel prices. However, our owner-operators may not be able to pass all the increased costs in fuel on to our customers, if prices rise more than what we forecast. Further, during periods of low freight volumes, shippers may use their negotiating leverage to depress fuel surcharge fees and reduce recoverability for fuel price increases. In addition, such fuel surcharges may not be maintained indefinitely or may not be sufficiently effective. Any of the above mentioned factors could adversely affect our profitability.
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Difficulty in obtaining materials, equipment, goods and services from suppliers could adversely affect our business.
We and our owner-operators are dependent upon suppliers for certain products and materials, including trucks and chassis, and our owner-operators rely on suppliers of trucks, chassis and components to maintain the age of trucks in our vendor pool. If we and our owner-operators fail to maintain favorable relationships with such suppliers, or if such suppliers are unable to provide the products and materials we or our owner-operators need or undergo financial hardship, we and our owner-operators could experience difficulty in obtaining needed goods and services because of production interruptions, limited material availability or other reasons, or we and our owner-operators may not be able to obtain favorable pricing or other terms. As a result, our business and operations could be adversely affected.
Increased prices for and decreased availability of revenue equipment could materially adversely affect our business, financial condition, results of operations and profitability.
We are subject to risk with respect to higher prices for used tractors. We have experienced an increase in prices for both new and used trucks over the past few years. Prices have increased and may continue to increase, due, in part, to government regulations applicable to newly manufactured tractors and diesel engines, due to the pricing discretion of equipment manufacturers in periods of high demand. More restrictive U.S. Environmental Protection Agency (the “EPA”) and state emissions standards have required vendors to introduce new engines. Compliance with such regulations has increased the cost of new tractors and could impair equipment productivity and result in lower fuel mileage. Although our owner-operators primarily purchase used trucks, the used equipment market is closely related to the new equipment market. Used equipment prices are subject to substantial fluctuations based on freight demand, supply of used tractors, availability of financing, the presence of buyers for export to foreign countries and commodity prices for scrap metal. However, generally when the price of new trucks is high, it can create demand for used trucks as a more affordable alternative. Also, with higher fuel mileage, used trucks currently are in great demand. A decrease in the availability of used trucks and other equipment may materially adversely affect our owner-operators’ ability to purchase a quantity of revenue equipment that is sufficient to sustain our desired growth rate and could have a material adverse effect on our business, financial condition and results of operations.
We are dependent on systems, networks and other information technology assets (and the data contained therein) and a failure in the foregoing, including those caused by cybersecurity breaches, could cause a significant disruption to our business.
Our business depends on the efficient and uninterrupted operation of our systems, networks and other information technology assets (and the data contained therein). Our information and electronic data interchange systems are used for receiving and planning loads, dispatching drivers and other capacity providers, billing customers and load tracking and storing the data related to the foregoing activities. We also maintain information security policies to protect our systems, networks and other information technology assets (and the data contained therein) from cybersecurity breaches and threats, such as hackers, malware and viruses; however, such policies cannot ensure the protection of our systems, networks and other information technology assets (and the data contained therein). Recently, more jurisdictions are enacting data privacy legislation that place higher standards for compliance, such as the GDPR, CCPA, etc. If we are unable to prevent system violations or other unauthorized access to our systems, networks and other information technology assets (and the data contained therein), we could be subject to significant fines and lawsuits and our reputation could be damaged, or our business operations could be interrupted, any of which could have a material adverse effect on our financial performance and business operations.
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Our operations, and those of our technology and communications service providers are vulnerable to interruption by fire, natural disasters, power loss, telecommunications failure, network disruptions, cyber-attacks, terrorist attacks, Internet failures, malicious intrusions, computer viruses and other events that may be beyond our control. Although we attempt to reduce the risk of disruption to our business operations through, among other things, using cloud servers to store and manage data, email safe scans to prevent phishing and malware attacks and other anti-virus software, there can be no assurance that such measures will be effective. If any of our critical information technology assets fail or become otherwise unavailable, whether as a result of a cybersecurity breach, upgrade project or otherwise, we would have to perform certain functions manually, which could temporarily impact our ability to manage our fleet efficiently, respond to customers’ requests effectively, maintain billing and other records reliably, and bill for services and prepare financial statements accurately or in a timely manner. Any significant system failure, upgrade complication, security breach or other system disruption could interrupt or delay our operations, damage our reputation, cause us to lose customers or impact our ability to manage our operations and report our financial performance, any of which could have a material adverse effect on our business, financial condition and results of operations.
A significant portion of our revenue is concentrated in a small number of large customers. Any loss or significant reduction of business with, one or more of them could have a material adverse effect on our business, financial condition and results of operations.
A significant portion of our revenue is generated from a small number of major customers, the loss of, or significant reduction of business with, one or more of which could have a material adverse effect on our business. For the fiscal years ended December 31, 2025 and 2024, our top ten customers, based on revenue, accounted for approximately 59% and 58% of our total revenue, respectively. The majority portion of our freight is from customers in the waste paper products industry. Others include scrap metal export and general freight import clients. As such, our volumes are largely dependent on a well-functioning supply chain, export demand and inbound ship volume. In the event of a reduction in or termination of our services by one or more of our major customers, we could be required to replace the volumes elsewhere at uncertain rates and volumes, suffer reduced equipment utilization or lose our owner-operators. Failure to retain our existing customers, or enter into relationships with new customers, each on acceptable terms, could materially impact our business, financial condition, results of operations and ability to meet our current and long-term financial forecasts.
Economic conditions and capital markets may materially adversely affect our customers and their ability to remain solvent. Our customers’ financial difficulties can negatively impact our results of operations and financial condition, especially if they were to delay or default on payments to us. As of December 31, 2025, we had accounts receivable, net of $1.40 million, and we maintain an allowance for expected credit losses based on management’s assessment of collectability. Generally, we do not have contractual relationships that guarantee any minimum volumes with our customers, and we cannot assure you that our customer relationships will continue as presently in effect. There is no assurance any of our customers will continue to utilize our services, renew our existing contracts, if any, or continue at the same volume levels.
In addition, the size and market concentration of some of our customers may allow them to exert increased pressure on the prices, margins and non-monetary terms in our arrangements with them.
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We have engaged in, and may continue to engage in, transactions with related parties, and such transactions present conflicts of interest that could have an adverse effect on our business and results of operations.
We have entered into, and may continue to enter into, transactions with our directors, executive officers, principal stockholders and their affiliates or family members. These transactions have included, among other things, office leases with related parties, payments to a family member of our Chief Executive Officer for dispatch-related services, equipment-related arrangements with such related party, and related-party financing. For detailed information, see “Item 13. Certain Relationships and Related Transactions, and Director Independence.” Although we believe the terms obtained or consideration that we paid or received, as applicable, in connection with these transactions were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions, we cannot assure you that this is the case, or that future related-party transactions will be on terms as favorable to us as those that we could obtain from unaffiliated third parties.
We may in the future enter into additional transactions in which any of our directors, officers or principal shareholders, or any members of their immediate family, have a direct or indirect material interest. Such transactions present potential for conflicts of interest, as the interests of these persons may not align with the interests of the Company and our unaffiliated shareholders with respect to the negotiation of, and certain other matters related to, our services to, leases and other transactions with such entities. Conflicts of interest may also arise in connection with the exercise of contractual remedies under these transactions, such as for events of default.
Our Audit Committee is responsible for reviewing and approving all material related party transactions. Nevertheless, we may have achieved more favorable terms if such transactions had not been entered into with related parties. These transactions, individually or in aggregate, may have an adverse effect on our business and results of operations.
The Company has incurred indebtedness and may incur other debt in the future, which could adversely affect its financial condition and future financial results.
The Company borrows funds from commercial banks, financial institutions and affiliates from time to time to support its working capital needs and other general corporate purposes. As of December 31, 2025, we had outstanding loans payable consisting of, among other things, a truck loan, an Economic Injury Disaster Loan and a term loan with M&T Bank. Existing debt, and any debt that we may incur in the future, may adversely affect our financial condition and future financial results by, among other things:
| ● | increasing our vulnerability to downturns in our business, to competitive pressures and to adverse economic and industry conditions; |
| ● | requiring the dedication of a portion of our expected cash from operations to service our indebtedness, thereby reducing the amount of expected cash flow available for other purposes, including capital expenditures; and |
| ● | limiting our flexibility in planning for, or reacting to, changes in our businesses and our industries. |
In addition, certain of our borrowings are secured by specific assets. For example, our truck loan is secured by certain chassis, and our M&T Bank term loan is collateralized by our equipment. If we default on these or other obligations, the applicable lenders may have the right to accelerate the indebtedness, foreclose on the collateral, or otherwise exercise remedies against us, which could disrupt our operations and adversely affect our financial condition.
If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required, among other things, to seek additional financing in the debt or equity markets, refinance or restructure all or a portion of our indebtedness, sell selected assets or reduce or delay planned capital, operating or investment expenditures. Such measures may not be sufficient to enable us to service our debt.
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Insurance and claims expenses could significantly reduce our earnings.
Our future insurance and claims expenses might exceed historical levels, which could reduce our earnings. As a trucking company, we are subject to risk of accidents that can lead to property damage, bodily injury, cargo loss or damage, workers’ compensation claims and regulatory fines and penalties. It is essential for companies like us to have adequate insurance coverage and risk management strategies in place to mitigate these risks.
We maintain insurance with licensed insurance carriers and our independent contractor drivers are covered by our insurance. See “Item 1. Business – Insurance.” However, we self-insure or maintain a high deductible for a portion of our claims exposure resulting from workers’ compensation, auto liability, general liability, cargo and property damage claims.
Although we believe our aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that the amount of one or more claims could exceed our aggregate coverage limits. If any claim were to exceed our coverage, we would bear the excess, in addition to our other self-insured amounts. Insurance carriers have raised premiums for many businesses, including transportation companies. As a result, our insurance and claims expense could increase, or we could raise our self-insured retention or deductible when our policies are renewed or replaced. Our operating results and financial condition could be materially and adversely affected if (i) cost per claim, premiums, or the number of claims significantly exceeds our estimates, (ii) we experience a claim in excess of our coverage limits, (iii) our insurance carriers fail to pay on our insurance claims or (iv) we experience a claim for which coverage is not provided.
Our profitability may be materially and adversely impacted if our capital investments do not match customer demand for invested resources or if there is a decline in the availability of funding sources for these investments.
Our operations require significant investments. The amount and timing of capital investments depend on various factors, including anticipated volume levels and the price and availability of assets. If anticipated demand differs materially from actual usage, we may have too much, too little or too advanced capacity with respect to rented premises, IT infrastructure or other aspects of our business that we intend to invest in. Moreover, our ability to properly select freight and adapt to changes in customer transportation requirements is important to efficiently deploy resources and make capital investments in equipment or obtain qualified third-party capacity at a reasonable price. Our customers’ financial failures or loss of customer business may also affect us.
Our inability to generate sufficient cash from operations or obtain financing on favorable terms could impair our liquidity and ability to execute our business strategy.
Our business requires sufficient cash to fund operations, working capital, capital expenditures, strategic investments and our growth initiatives. Although we have financed our operations primarily through cash generated from operations and equity financing from completed IPO during 2025, we incurred a net loss and used cash in operating activities. We also used substantial cash in investing activities during 2025, including for a note receivable and other investment-related expenditures. As a result, if we were unable to generate sufficient cash from operations, manage our expenditures, or recover amounts deployed in investments in a timely manner, our liquidity could be adversely affected. We would need to seek alternative sources of capital, including equity or debt financing, to meet our capital requirements, and maintain our ability to execute our business strategies. In the event that we are unable to generate sufficient cash from operations or obtain financing on favorable terms in the future, our ability to support our owner-operators’ growth and retain such owner-operators may reduce, and our ability to execute our business strategies may be curtailed, any of which could have a materially adverse effect on our business and profitability.
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Our business depends on our strong reputation and the value of the Toppoint brand.
We believe that the Toppoint brand name symbolizes high-quality service, reliability and efficiency, and is one of our most important and valuable assets. The Toppoint brand name and our corporate reputation are significant sales and marketing tools, and we devote substantial resources to promoting and protecting them. Adverse publicity (whether or not justified) relating to activities by our staff, contractors or agents, such as accidents, customer service mishaps or noncompliance with laws, could tarnish our reputation and reduce the value of our brand. With the increased use of social media outlets such as Instagram, YouTube, Facebook and Twitter, adverse publicity can be disseminated quickly and broadly, making it increasingly difficult for us to effectively respond. Damage to our reputation and loss of brand equity could reduce demand for our services and thus have an adverse effect on our financial condition, liquidity and results of operations, as well as require additional resources to rebuild our reputation and restore the value of our brand.
Seasonality and the impact of weather and other catastrophic events affect our operations and profitability.
Our tractor productivity decreases during holiday seasons because drivers go on vacation and major holidays in Asian countries like the lunar new year slow down ports in Asia as well as shipping demand.
In addition, our revenue may be adversely affected by inclement weather as inclement weather may prevent trucks from crossing bridges and otherwise impede driving. During such times, operating expenses could increase as fuel efficiency declines because of engine idling and harsh weather creating higher accident frequency, increased claims and higher equipment repair expenditures. We also may suffer from weather-related or other unforeseen events such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes and explosions. These events may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional economies, damage or destroy our equipment or adversely affect the business or financial condition of our customers, any of which could materially adversely affect our results of operations or make our results of operations more volatile.
From time to time, we contract with third-party carriers where we do not own or control the transportation assets that deliver our customers’ freight, and we do not employ the providers directly involved in delivering the freight. If we are unable to secure the services of these third parties to serve our customers on competitive terms, our relationships with our customers may be materially adversely affected.
We engage services of third-party truckload carriers when we do not have sufficient capacity to meet shipping demand. In such arrangements, we do not own or control the transportation assets that deliver our customers’ freight, and we do not employ the providers directly involved in delivering the freight. These third-party providers may seek other freight opportunities and/or require increased compensation in times of improved freight demand or tight truckload capacity. If we are unable to secure the services of these third parties or if we become subject to increases in the prices we must pay to secure such services, our business, financial condition and results of operations may be materially adversely affected, and we may be unable to serve our customers on competitive terms. In addition, our ability to secure sufficient equipment or other transportation services may be affected by many risks beyond our control, including equipment shortages in the transportation industry, particularly among contracted truckload carriers, interruptions in service due to labor disputes, driver shortage, changes in regulations impacting transportation and changes in transportation rates.
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If we are unable to recruit, develop and retain our key employees, our business, financial condition and operating results could be adversely affected.
We are highly dependent upon the services of certain key employees, including our executive officers. The loss of any of their services could negatively impact our operations and future profitability. Inadequate succession planning or the unexpected departure of key executive officers could cause substantial disruption to our business operations, deplete our institutional knowledge base and erode our competitive advantage. Additionally, we must continue to recruit, develop and retain skilled and experienced personnel if we are to realize our goal of expanding our operations and continuing our growth, including internationally. Failure to recruit, develop and retain a core group of operational personnel could have a materially adverse effect on our business.
Efforts by labor unions could divert management’s attention and could have a materially adverse effect on our operating results.
We face the risk that Congress or one or more states will approve legislation significantly affecting our business and our relationship with our independent contractor drivers, such as the proposed federal legislation referred to as the Protecting the Right to Organize Act of 2021, which would substantially liberalize the procedures for union organization. We also face the risk that our independent contractor drivers may attempt to organize. Currently, our independent contractor drivers are not unionized. Any attempt to organize by such independent contractor drivers could result in increased legal and other associated costs. In addition, if we were to enter into a collective bargaining agreement, the terms could negatively affect our costs, efficiency and ability to generate acceptable returns on the affected operations. Moreover, any labor disputes or work stoppages, whether or not our other personnel unionize, could disrupt our operations and reduce our revenues.
Historically we have not made a significant number of acquisitions and we may not make acquisitions in the future, or if we do, we may not be successful in integrating the acquired company, either of which could have a materially adverse effect on our business.
Historically, acquisitions have not been a significant part of our growth strategy. From inception to date, we have not completed any significant acquisitions. We may not be successful in identifying, negotiating or consummating any future acquisitions. If we decide to acquire other companies to stay competitive, we may not successfully integrate these businesses or achieve the synergies and operating results anticipated in connection with these acquisitions. The continuing trend toward consolidation in the trucking industry may result in the acquisitions of smaller carriers by large carriers that gain market share and other competitive advantages through such acquisitions. If we fail to make or successfully execute future acquisitions, our growth rate could be materially and adversely affected.
In addition, any acquisitions we undertake could involve numerous risks that could have a materially adverse effect on our business and operating results, including:
| ● | difficulties in integrating the acquired company’s operations and in realizing anticipated economic, operational and other benefits in a timely manner that could result in substantial costs and delays or other operational, technical or financial problems; |
| ● | challenges in achieving anticipated revenue, earnings or cash flows; |
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| ● | assumption of liabilities that may exceed our estimates or what was disclosed to us; |
| ● | the diversion of our management’s attention from other business concerns; |
| ● | the potential loss of customers, key associates and drivers of the acquired company; |
| ● | difficulties operating in markets in which we have had no or only limited direct experience; |
| ● | the incurrence of additional indebtedness; and |
| ● | the issuance of additional shares of our common stock, which would dilute your ownership in the company. |
Our planned expansions outside the United States subject us to risks inherent in international operations that can harm our business, results of operations, and financial condition.
A key element of our growth strategy is to increase the wallet shares of our existing customers and serve additional domestic and international markets of theirs. Operating internationally requires significant resources and management attention. We cannot be certain that the investment and additional resources required to operate internationally will produce desired levels of revenue or profitability. Further, operating internationally subjects us to various risks, including:
| ● | increased management, travel, infrastructure and legal compliance costs associated with having operations in multiple countries; |
| ● | increased financial accounting and reporting burdens and complexities; |
| ● | variations in adoption and acceptance of our services in different countries, requirements or preferences for domestic service offerings, and difficulties in replacing services offered by more established or known regional competitors; |
| ● | new and different sources of competition; |
| ● | laws and business practices favoring local competitors; |
| ● | differing technical standards, existing or future regulatory and certification requirements; |
| ● | communication and integration problems related to entering and serving new markets with different languages, cultures, and political systems; |
| ● | compliance with foreign privacy and security laws and regulations, including data privacy laws that require personal data to be stored and processed in a designated territory, and the risks and costs of non-compliance; |
| ● | compliance with laws and regulations for foreign operations, including anti-bribery laws (such as the U.S. Foreign Corrupt Practices Act), import and export control laws, tax laws, tariffs, trade barriers, economic sanctions, and other regulatory or contractual limitations on our ability to sell our services in certain foreign markets, and the risks and costs of non-compliance; |
| ● | compliance with foreign laws, regulations and orders related to health and safety; |
| ● | fluctuations in currency exchange rates and related effects on our results of operations; |
| ● | difficulties in repatriating or transferring funds from or converting currencies in certain countries; |
| ● | different pricing environments, longer sales cycles, and longer accounts receivable payment cycles and collections issues; |
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| ● | political and economic conditions and uncertainty in the countries or regions in which we operate and around the world; |
| ● | difficulties in recruiting, managing and retaining local partners to support our operations and sales; |
| ● | differing labor standards, including restrictions related to, and the increased cost of, terminating employees or independent contractors in some countries; |
| ● | difficulties in recruiting, hiring and retaining employees and independent contractors in certain countries; |
| ● | difficulties in managing an international workforce and maintaining our corporate culture internationally; |
| ● | the preference for localized software and licensing programs; |
| ● | compliance with the laws of numerous foreign taxing jurisdictions, including withholding obligations, and overlapping of different tax regimes; |
| ● | compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, tax, privacy, and data protection laws and regulations; and |
| ● | global pandemics such as the COVID-19 pandemic and travel restrictions and other measures undertaken by governments in response to such pandemics. |
Any of the above risks could adversely affect our planned international operations, including reducing revenue from customers outside of the U.S. or increasing operating costs, each of which could adversely affect our business, results of operations, financial condition, and growth prospects. Even if we are able to successfully manage the risks of international operations, our business may be adversely affected if our business partners are not able to successfully manage these risks.
If we fail to implement and maintain an effective system of internal controls to remediate our material weaknesses in financial reporting, our ability to report our results of operations and financial condition could be adversely affected.
Prior to the initial public offering completed in January 2025, we were a private company with limited accounting personnel and other resources with which to address our internal control over financial reporting. In connection with the audit of our consolidated financial statements included in this report, we and our independent registered public accounting firm identified material weaknesses in our internal control over financial reporting. As a result, our internal control over financial reporting was not effective as of December 31, 2025.
The material weaknesses that have been identified relate to (i) we do not have internal audit function in place to monitor the control execution which may lead a material audit adjustments to the financial statements; (ii) lack of assessment and implementation of internal control over financial reporting in accordance with the requirement of COSO 2013 framework. Our independent registered public accounting firm didn’t undertake a comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses and other deficiencies in our internal control over financial reporting. Had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional deficiencies may have been identified.
We have engaged external financial consultant with U.S. GAAP experience to help our management in financial reporting processes and are in the process of developing and implementing a comprehensive set of processes and internal controls to timely and appropriately (i) identify transactions that may be subject to complex U.S. GAAP accounting treatment, (ii) analyze the transactions in accordance with the relevant U.S. GAAP, and (iii) review the accounting technical analysis. However, the implementation of these measures may not fully address the material weaknesses in our internal control over financial reporting. Our failure to correct the material weaknesses or our failure to discover and address any other deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud.
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As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 and the rules and regulations of NYSE American. Section 404 of the Sarbanes-Oxley Act, or Section 404, requires us to include a report from management on the effectiveness of our internal control over financial reporting in our annual reports on Form 10-K. In addition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting unless we qualify as a “non-accelerated filer.” Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified, if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us. In addition, our public company reporting obligations may place a significant strain on our management, operational, and financial resources and systems for the foreseeable future. We may be unable to complete our evaluation testing and any required remediation in a timely manner.
Legal and Compliance Risks
We operate in a highly regulated industry and increased costs of compliance with, or liability for violation of, existing or future federal or state regulations could have a materially adverse effect on our business.
We are subject to regulation at the federal level and at the state level. We may incur additional expenses associated with state wage, driver meal and rest break regulations. In addition, we operate in the United States pursuant to federal operating authority granted by the DOT. Our owner-operators and other independent contractor drivers also must comply with the safety and fitness regulations of the DOT, implemented through the FMCSA, including those relating to CSA safety performance and measurements, drug and alcohol testing and Hours of Service. Weight and equipment dimensions also are subject to government regulations. We also may become subject to new or more restrictive regulations relating to exhaust emissions, drivers’ Hours of Service, ergonomics, collective bargaining, security at ports and other matters affecting safety or operating methods. We, as well as our owner-operators and other independent contractor drivers, must comply with enacted governmental regulations regarding safety, equipment, environmental protection and operating methods. Examples include regulation of equipment weight, equipment dimensions, fuel emissions, driver Hours of Service, driver eligibility requirements, on-board reporting of operations and ergonomics. We may also become subject to new or more restrictive regulations related to safety or operating methods, which could adversely affect our owner-operators’ fleets and operations in those jurisdictions.
Changes in U.S. tax laws and regulations may impact our effective tax rate and may adversely affect our business, financial condition and operating results.
Significant reform of the U.S. tax laws, including significant changes related to federal tax rates and the taxation of business entities, could adversely affect us. Recent U.S. tax legislation may materially affect our financial condition, results of operations, and cash flows.
The Tax Cuts and Jobs Act (the “Tax Act”) has significantly changed the U.S. federal income taxation of U.S. businesses, including by reducing the U.S. corporate income tax rate, limiting interest deductions, permitting immediate expensing of certain capital expenditures, modifying, or repealing many business deductions and credits.
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The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) modifies certain provisions of the Tax Act, including increasing the amount of interest expense that may be deducted.
The Tax Act as modified by the CARES Act is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury Department and IRS, any of which could lessen or increase certain adverse impacts of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities. Our analysis and interpretation of this legislation is preliminary and ongoing and there may be material adverse effects resulting from the legislation that we have not yet identified. While some of the changes made by the tax legislation may adversely affect us, other changes may be beneficial. We continue to work with our tax advisors and auditors to determine the full impact that the recent tax legislation will have on us. We urge our investors to consult with their legal and tax advisors with respect to such legislation and its potential effect on an investment in our common stock.
Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.
We and our owner-operators are subject to various environmental laws and regulations dealing with waste transport, air emissions from vehicles, engine idling and discharge and retention of storm water. Our operations involve the risks of fuel spillage or seepage, environmental damage and waste disposal, among others. If we are involved in a spill or other accidents, and if soil or groundwater contamination is found at our facilities or results from our operations, or if we are found to be in violation of applicable environmental laws or regulations, we could owe cleanup costs and incur related liabilities, including substantial fines or penalties or civil and criminal liability, any of which could have a materially adverse effect on our business and operating results.
Litigation against us could be costly and time-consuming to defend and could materially and adversely affect our business, financial condition, and results of operations.
We may be from time to time involved in various claims, litigation matters and regulatory proceedings incidental to our business, including claims for damages arising out of the use of our services. The defense of these lawsuits could divert our management’s attention, and we could incur significant expenses in defending these lawsuits. In addition, we could be required to pay damage awards or settlements or become subject to unfavorable equitable remedies. Moreover, any insurance or indemnification rights that we could have may be insufficient or unavailable to protect us against potential loss exposures.
Risks Related to Ownership of Our Common Stock
The market price of our common stock may fluctuate, and you could lose all or part of your investment.
The market price for our common stock may fluctuate significantly in response to several factors, most of which we cannot control, including:
| ● | actual or anticipated variations in our periodic operating results; |
| ● | increases in market interest rates that lead investors of our common stock to demand a higher investment return; |
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| ● | changes in earnings estimates; |
| ● | changes in market valuations of similar companies; |
| ● | actions or announcements by our competitors; |
| ● | adverse market reaction to any increased indebtedness we may incur in the future; |
| ● | additions or departures of key personnel; |
| ● | actions by shareholders; |
| ● | speculation in the media, online forums, or investment community; and |
| ● | our intentions and ability to maintain the listing of our common stock on NYSE American. |
In the past, shareholders have filed securities class litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.
We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock.
The US stock market has witnessed instances of extreme stock price run-ups followed by rapid price declines in 2022 and such stock price volatility seemed unrelated to the issuers’ performance subsequent to their initial public offerings, especially among companies with smaller public floats. As a relatively small-capitalized company with a small public float, the price of our common stock may experience extreme volatility, lower trading volume and less liquidity than large-capitalized companies. Although the specific cause of such volatility is unclear, our anticipated small public float may amplify the impact that the actions taken by a few shareholders have on the price of our common stock, which may cause our stock price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. The potential extreme volatility may confuse public investors regarding the value of our securities, distort the market perception of our stock price and our company’s financial performance and public image, and negatively affect the long-term liquidity of our common stock, regardless of our actual or expected operating performance. Should our common stock experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of our common stock and our ability to access the capital market may be materially adversely affected. In addition, if the trading volumes of our common stock are low, holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. As a result of this volatility, investors may experience losses on their investment in our common stock.
We may not be able to maintain a listing of our common stock on the NYSE American.
Once our common stock is listed on the NYSE American, we must meet certain financial and liquidity criteria to maintain such listing. If we violate NYSE American’s listing requirements, or if we fail to meet any of NYSE American’s listing standards, our common stock may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common stock from NYSE American may materially impair our shareholders’ ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. The delisting of our common stock could significantly impair our ability to raise capital and the value of your investment.
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We have considerable discretion as to the use of the net proceeds from the initial public offering and we may use these proceeds in ways with which you may not agree.
We have broad discretion over the use of the net proceeds from this initial public offering, and our actual expenditures may differ significantly from our current plans. While we intend to allocate these funds for geographic expansion, investments in physical and IT infrastructure, sales and marketing efforts, general working capital, and other corporate purposes, various factors may influence how we ultimately deploy these resources. For example, we have loaned a substantial portion of the proceeds from the initial public offering ($6 million) to a third-party borrower as a temporary debt investment. See “Item 1A Risk Factors - Operational and Industry Risks - A substantial portion of our capital was loaned to a third-party borrower, and if that borrower delays repayment or defaults, our liquidity, financial condition and results of operations could be materially adversely affected.” Shareholders will not have the ability to evaluate or influence these decisions and must rely on our management’s judgment. There is a risk that the proceeds may be used in ways that do not align with shareholder expectations, do not enhance profitability, or do not increase our share price. Additionally, we may invest or allocate these funds in ways that do not generate income or that may result in losses.
We do not expect to declare or pay dividends in the foreseeable future.
We do not expect to declare or pay dividends in the foreseeable future, as we anticipate that we will invest future earnings in the development and growth of our business. Therefore, holders of our common stock will not receive any return on their investment unless they sell their securities, and holders may be unable to sell their securities on favorable terms or at all.
If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our securities could be negatively affected.
Any trading market for our common stock may be influenced in part by any research reports that securities industry analysts publish about us. We may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price and market trading volume of our securities could be negatively affected. In the event we are covered by analysts, and one or more of such analysts downgrade our securities, or otherwise report on us unfavorably, or discontinue coverage of us, the market price and market trading volume of our securities could be negatively affected.
Future issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up agreements that restrict the issuance of new common stock or the trading of outstanding common stock, could cause the market price of our securities to decline and would result in the dilution of your holdings.
Future issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up agreements that restrict the issuance of new common stock or the trading of outstanding common stock, could cause the market price of our common stock to decline. We cannot predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up agreements, on the price of our securities. In all events, future issuances of our securities would result in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur, or the perception that locked-up parties will sell their securities when the lock-ups expire, could adversely affect the market price of our securities. In connection with our initial public offering, we have entered into a lock-up agreement that prevents us, subject to certain exceptions, from offering additional shares of capital stock for up to six (6) months after the closing of the offering. That lock-up period has expired as of the date of this annual report. As a result, we may be able to offer additional shares, and our securityholders may be able to sell shares, in each case subject to applicable law, which could increase the supply of shares available in the market and adversely affect the market price of our common stock.
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We may need to obtain additional financing which may not be available or, if it is available, may result in a reduction in the percentage ownership of our then-existing shareholders.
We may need to raise additional funds in order to:
| ● | finance unanticipated working capital requirements; |
| ● | develop or enhance our technological infrastructure and our existing services; |
| ● | fund strategic relationships; |
| ● | respond to competitive pressures; and |
| ● | acquire complementary businesses, technologies, products or services. |
Additional financing may not be available on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms, our ability to fund our expansion strategy, take advantage of unanticipated opportunities, develop or enhance technology or services or otherwise respond to competitive pressures could be significantly limited. If we raise additional funds by issuing equity or convertible debt securities, the percentage ownership of our then-existing shareholders may be reduced, and holders of these securities may have rights, preferences or privileges senior to those of our then-existing shareholders.
Future issuances of debt securities, which rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our securities.
In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our common stock. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over holders of common stock in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our common stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our common stock.
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We are authorized to issue “blank check” preferred stock without stockholder approval, which could adversely impact the rights of holders of our securities.
Our articles of incorporation authorize us to issue up to 50,000,000 shares of blank check preferred stock. Any preferred stock that we issue in the future may rank ahead of our securities in terms of dividend priority or liquidation premiums and may have greater voting rights than our securities. In addition, such preferred stock may contain provisions allowing those shares to be converted into shares of common stock, which could dilute the value of our common stock to current stockholders and could adversely affect the market price, if any, of our common stock. In addition, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company. Although we have no present intention to issue any shares of authorized preferred stock, there can be no assurance that we will not do so in the future.
If our securities become subject to the penny stock rules, it would become more difficult to trade our shares.
The Securities and Exchange Commission, or the SEC, has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not retain a listing on NYSE American or another national securities exchange and if the price of our securities is less than $5.00, our securities could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our securities, and therefore shareholders may have difficulty selling their securities.
As a public company, we incur increased costs as a result of complying with various regulatory and reporting requirements. Such requirements may strain our resources and distract our management, which could make it difficult to manage our business.
As a public company, we are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements may be time-consuming and result in increased costs to us and could have a negative effect on our business, financial condition and operating results. In 2025, our general and administrative expenses increased significantly, primarily due to professional fees associated with being a public company, travel and business development expenses, depreciation expense and the recognition of stock-based compensation. We expect to continue to incur significant costs associated with operating as a public company, including costs related to financial reporting, internal controls, corporate governance, legal compliance and audit activities. These increased costs may continue to materially affect our operating results.
As a public company, we are subject to the reporting requirements of the Exchange Act, and the requirements of the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we may need to commit significant resources, hire additional staff and provide additional management oversight. We may need to implement additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining our growth also requires us to commit additional management, operational and financial resources to identify new professionals to join the Company and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and operating results.
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We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, and our shareholders could receive less information than they might expect to receive from more mature public companies.
We are required to publicly report on an ongoing basis as an “emerging growth company” (as defined in the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including but not limited to:
| ● | not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; |
| ● | being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and |
| ● | being exempt from the requirement to hold a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. |
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an emerging growth company for up to five years, although if the market value of our securities that are held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an emerging growth company as of the following December 31.
Since we are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our shareholders could receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find our securities less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our securities.
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We qualify as a smaller reporting company and are exempt from certain disclosure requirements, which could make our common stock less attractive to potential investors.
Rule 12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:
| ● | had a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or |
| ● | in the case of an initial registration statement under the Securities Act or the Exchange Act for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or |
| ● | in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero or whose public float was less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available. |
If a company determines that it does not qualify for smaller reporting company status because it exceeded one or more of the above thresholds, it will remain unqualified unless when making its annual determination it meets certain alternative threshold requirements which will be lower than the above thresholds if its prior public float or prior annual revenues exceed certain thresholds.
As a smaller reporting company, we are not required to include a Compensation Discussion and Analysis section in our proxy statements; we must provide only two years of financial statements; and we need not provide the table of selected financial data. We are also subject to other “scaled” disclosure requirements that are less comprehensive than those of issuers that are not smaller reporting companies which could make our common stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares.
As a “smaller reporting company,” we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public stockholders.
Under NYSE American rules, a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act, is not subject to certain corporate governance requirements otherwise applicable to companies listed on NYSE American. For example, a smaller reporting company is exempt from the requirement of having a compensation committee composed solely of directors meeting certain enhanced independence standards, as long as the compensation committee has at least two members who do meet such standards. Although we do not avail ourselves of this or other exemptions from NYSE American requirements that are or may be afforded to smaller reporting companies, we may elect to rely on any or all of them in the future. By electing to utilize any such exemptions, our company may be subject to greater risks of poor corporate governance, and poorer financial performance from problems in our corporate organization.
Provisions in Nevada law may have an anti-takeover effect.
Nevada corporate statutes contain provisions designed to protect Nevada corporations and employees from the adverse effects of hostile corporate takeovers. These statutory provisions reduce the possibility that a third party could effect a change in control without the support of our incumbent directors and may also strengthen the position of current management by restricting the ability of shareholders to change the composition of the Board, to affect its policies generally and to benefit from actions that are opposed by the Board.
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Section 8.10 of our bylaws provides that the Eighth Judicial District Court of Clark County, Nevada shall, to the fullest extent permitted by law, be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Section 8.10 of our bylaws provides that the Eighth Judicial District Court of Clark County, Nevada shall, to the fullest extent permitted by law, be the sole and exclusive forum for state law claims with respect to the following types of actions or proceedings:
| ● | any derivative action or proceeding brought in the name or right of the Company or on its behalf; |
| ● | any action asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company’s stockholders; |
| ● | any action arising or asserting a claim arising pursuant to any provision of the Nevada Revised Statutes Chapters 78 or 92A or any provision of the Company’s articles of incorporation or bylaws; or |
| ● | any action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce or determine the validity of the Company’s articles of incorporation or bylaws. |
Notwithstanding the foregoing, the exclusive forum provisions will not apply to suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Nevada Revised Statutes §78.046 allows Nevada corporations to include a provision in their articles of incorporation or bylaws that requires, to the extent not inconsistent with any applicable federal laws, internal actions be brought solely or exclusively in court(s) specified therein, and such specified courts must include at least one court in the State of Nevada. If a stockholder of the Company may nevertheless seek to bring a claim in a venue other than the Eighth Judicial District Court of Clark County, Nevada as designated in the exclusive forum provision of our bylaws, we would expect to vigorously assert the validity and enforceability of such exclusive forum provision. This may require significant additional costs associated with resolving such actions in other jurisdictions and there can be no assurance that this exclusive forum provision will be enforced by a court in those other jurisdictions.
This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. If a court were to find the exclusive forum provision in our bylaws to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could harm our business. Any person purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to Section 8.10 of our bylaws.
General Risk Factors
We are currently operating in a period of economic uncertainty and capital markets disruption, which has been impacted by geopolitical instability due to the military conflict between Russia and Ukraine and armed conflicts between Israel and Hamas. Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine, the Gaza Strip or any other geopolitical tensions.
Global markets have experienced volatility and disruption following the escalation of geopolitical tensions, including the military conflict between Russia and Ukraine and armed conflicts between Israel and Hamas. Although the length and impact of the ongoing military conflict are highly unpredictable, such conflicts could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. We are continuing to monitor the situation in Ukraine, the Gaza Strip and globally and assessing its potential impact on our business. In addition, sanctions on Russia and hostilities involving Israel could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds.
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Any of the above mentioned factors could affect our business, prospects, financial condition, and operating results. The extent and duration of the military actions, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described herein.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not applicable.
ITEM 1C. CYBERSECURITY.
Risk Management and Strategy
The Company recognizes the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. Therefore, we have established a cybersecurity and risk management framework, which includes regular cybersecurity risk assessments to identify and evaluate potential cyber-attack threats and information security weakness that may affect our business. The data we collect during our operations primarily includes publicly available operational information from port websites. Additionally, we utilize a
Governance
Board of Directors Oversight
Management’s Role in Managing Risk
Monitoring Cybersecurity Incidents
The Company’s management is continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. Management implements and oversees processes for the regular monitoring of our information systems. This includes the deployment of industry-standard security measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, management will implement the cybersecurity crisis management plan.
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Reporting to the Board of Directors
ITEM 2. PROPERTIES.
Our principal executive office is located at 1250 Kenas Road, North Wales, PA 19454, United States. We rent this facility from Hok C Chan, our Chief Executive Officer and Chairman, for a monthly rent of $5,500, with a term commencing on March 1, 2025 and ending on March 1, 2027. The lease agreement for this lease is filed as an exhibit to this report.
Additionally, we are renting premises of approximately 2 acres at 697 Doremus Avenue, Newark, NJ 07105, for a term from June 1, 2024, to March 31, 2025, for a monthly rent of $54,000. Effective January 1, 2026, we relocated to premises of approximately 2 acres located at 46–58 Albert Avenue, Newark, New Jersey 07105, for a term ending on February 28, 2027, at a monthly rent of $50,000. We are also renting ten additional spaces at 398 Smith Street, Keasbey, NJ 08832 from the same landlord on a month-to-month basis for aggregate monthly rental costs of $7,500. This lease may be terminated on 90 days’ advance written notice. We also use such rented premises to provide discounted parking space for our owner-operators.
As we expanded into Florida, we have rented Unit No. 2301 in the building located at 1900 N. Bayshore Drive, Miami Beach, FL, 33141, with an area of 1,378 square feet, for use as office space. The lease term is from October 2022 to October 2025. Pursuant to the lease agreement, we have paid an advance rent of $300,000, covering the entire three-year lease term during the year ended December 31, 2022. In the event of early termination, we agreed to pay $16,000 as liquidated damages or an early termination fee if we elect to terminate the rental agreement and the landlord waives the right to seek additional rent beyond the month in which the landlord retakes possession. This lease was not renewed upon expiration.
We believe that our current facilities are adequate and suitable for our current needs and that, should the need arise, suitable additional or alternative space will be available to accommodate any such expansion of our operations.
ITEM 3. LEGAL PROCEEDINGS.
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not currently aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition, or operating results, except as follow:
On January 12, 2024, two drivers, Rainey Mejia Rodriguez and Frank Santana Rodriguez (the “plaintiffs”), filed a class action lawsuit against the Company’s subsidiary, Toppoint Inc, and certain other parties, in the Superior Court of New Jersey, Essex County, alleging misclassification of truck drivers as independent contractors rather than employees. The plaintiffs seek to represent a class of similarly situated individuals who provided services in New Jersey from January 2018 through the date of the complaint. The complaint asserts violations of the New Jersey Wage Payment Law and the New Jersey Wage and Hour Law, including claims of unlawful wage deductions and failure to pay overtime. The plaintiffs sought compensatory damages, treble and/or liquidated damages, attorneys’ fees, and injunctive relief, without specifying a dollar amount of damages. On July 27, 2024, August 26, 2024, and November 22, 2024, the Court issued multiple orders dismissing the case for lack of prosecution. Upon a motion to reinstate the case filed on January 15, 2025 by the plaintiffs, the Court reinstated the case on January 31, 2025. On May 1, 2025, Toppoint Inc filed a motion to dismiss the amended complaint, and a motion hearing was held on July 3, 2025. On June 6, 2025, the court dismissed the case without prejudice against Mr. Hok C. Chan for lack of prosecution. We believe the claims are without merit and intend to continue to vigorously defend against them.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our common stock is listed and began trading on the NYSE American on January 22, 2025, under the symbol “TOPP.” Prior to the listing, there was no public market for our common stock.
Number of Holders of Our Common Stock
As of March 23, 2026, there were approximately 9 holders of record of our common stock, which does not include holders whose shares are held in nominee or “street name” accounts through banks, brokers or other financial institutions.
Securities Authorized for Issuance Under Equity Compensation Plans
The information required by this Item regarding equity compensation plans is incorporated by reference to the information set forth in Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters – Securities Authorized for Issuance Under Equity Compensation Plans”.
Dividend Policy
We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends on our common stock in the near future. We may also enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends on our common stock. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant. See also “Item 1A. Risk Factors—Risks Related to Ownership of Our Common Stock—We do not expect to declare or pay dividends in the foreseeable future.”
Recent Sales of Unregistered Securities
None.
Purchases of Equity Securities
None.
ITEM 6. [RESERVED]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this report. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, particularly in the sections titled Item 1A. “Risk Factors” and “Introductory Notes – Note Regarding Forward-Looking Statements.”
Overview
We are a truckload services and solutions provider focused on the recycling export supply chain. We have become a key player in the New Jersey and Pennsylvania regional trucking market for waste paper. In addition to waste paper, our portfolio also includes the shipment of scrap metal and wooden logs from large waste companies, recycling centers and commodity traders to the ports of Newark, NJ, and Philadelphia, PA. We also provide import transportation services at the ports of Newark and Philadelphia, under which we transport cargo-filled containers from the ports to our customers’ designated delivery locations. We continue to expand our footprints domestically and internationally and have ventured into the recycling export transport markets in Tampa, Jacksonville, and Miami, FL, and Baltimore, MD, in 2023, and Ensenada, Mexico in 2024, and Houston, Texas in 2025. We intend to explore the international market in Latin America, including Chancay, Peru, in the near future.
Our client base includes some of the largest Fortune 500 waste companies and over 207 recycling centers and commodity traders that operate in nearly 1,077 locations. Our growing client base relies on us as their partner to provide a “white glove service” to ensure their time-sensitive, ultra-high throughput commodities are safely loaded and delivered right to container ships. In addition, capitalizing on our know-how in developing logistics solutions over the years, we are able to propose integrated transportation solutions that cover loading, transport, port drayage and unloading.
Principal Factors Affecting Our Financial Performance
Our operating results are primarily affected by the following factors:
| ● | our ability to acquire new customers or retain existing customers; |
| ● | our ability to offer competitive product pricing; |
| ● | our ability to broaden product offerings; |
| ● | industry demand and competition; |
| ● | our ability to leverage technology and use and develop efficient processes; |
| ● | our ability to attract and retain talented employees; and |
| ● | market conditions and our market position. |
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Results of Operations
Comparison of Years Ended December 31, 2025 and 2024
| Years Ended December 31: | Increase (Decrease) | |||||||||||||||
| 2025 | 2024* | $ | % | |||||||||||||
| Revenue | $ | 16,548,734 | 16,039,513 | 509,221 | 3 | % | ||||||||||
| Costs and expenses | ||||||||||||||||
| Costs of revenue | 14,621,485 | 12,389,648 | 2,231,837 | 18 | % | |||||||||||
| Cost of revenue-related parties | 1,429,524 | 1,881,265 | (451,741 | ) | -24 | % | ||||||||||
| General and administrative | 7,875,263 | 2,414,351 | 5,460,912 | 226 | % | |||||||||||
| Total cost and expenses | 23,926,272 | 16,685,264 | 7,241,008 | 43 | % | |||||||||||
| Loss from operations | (7,377,538 | ) | (645,751 | ) | (6,731,787 | ) | (1,042 | )% | ||||||||
| Other income, net | 17,793 | 711,202 | (693,409 | ) | (97 | )% | ||||||||||
| (Loss) income before income taxes | (7,359,745 | ) | 65,451 | (7,425,196 | ) | (11,345 | )% | |||||||||
| Provision for income taxes | (15,159 | ) | (109,420 | ) | 94,261 | (86 | )% | |||||||||
| Net (loss) income | $ | (7,344,586 | ) | 174,871 | (7,519,457 | ) | (4,300 | )% | ||||||||
| * | Certain prior year amounts have been reclassified between cost of revenue and general and administrative expenses to conform to the current period presentation. These reclassifications had no impact on total operating expenses or net income. See Note 2- to the consolidated financial statements for further details. |
Revenue
Revenue for the years ended December 31, 2025, and 2024 was $16,548,734 and $16,039,513, respectively, representing an increase of $509,221, or approximately 3%. The increase in revenue during 2025 was primarily attributable to growth in new commodity segments, particularly scrap metal and import freight. The Company’s expansion of direct relationships with leading exporters of scrap metal and importers contributed significantly to this increase in revenue.
The market for U.S. recovered paper exports has experienced significant volatility in recent years. According to industry reports citing U.S. Census Bureau trade data, U.S. recovered paper exports declined to approximately 13.3 million short tons in 2024, down 11% from 2023 and among the lowest annual export levels in recent years. Historically, China was the largest importer of U.S. recovered paper; however, following China’s restrictions on imports of unsorted waste paper, export demand has shifted to other markets, including India and certain Southeast Asian countries. In 2025, market conditions showed only a modest improvement in export volumes, with U.S. recovered paper exports totaling approximately 7.22 million metric tons during the first seven months of 2025, up about 4% from the comparable prior-year period. However, industry sources continued to characterize the 2025 market as soft, citing uneven overseas demand, weak pricing conditions for key grades such as OCC and mixed paper, and increased domestic consumption by U.S. mills, particularly on the West Coast. For the years ended December 31, 2025 and 2024, approximately 4,152 and 2,576 orders were completed, involving 13,232 and 16,641 loads, which amounted to approximately 496,200 and 465,948 tons of waste paper, respectively. While the number of loads decreased during the period, total volume increased by approximately 6.5%, suggesting a higher average volume per load. Revenue from paper decreased by $1,556,324, or 14.5%, to $9,153,668 for the year ended December 31, 2025 from $10,709,992 for the year ended December 31, 2024. The decrease reflects a combination of changes in load count, shipment volume per load, shipment mix, and pricing during the period.
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U.S. scrap metal export markets, particularly for non-ferrous commodities such as aluminum and copper, experienced continued demand in recent years despite periodic volatility driven by global pricing, trade policy changes and shifts in destination markets. Industry data indicates that U.S. aluminum scrap exports increased approximately 17% year over year in 2024 to about 2.4 million metric tons, reflecting sustained international demand for recycled metals, while copper scrap exports remained significant at approximately 957,000 metric tons with an estimated value of $4.5 billion. In 2025, export markets for non-ferrous scrap continued to exhibit volatility due to evolving trade policies and increased domestic demand for secondary metals; however, global demand for recyclable feedstock remained an important driver of export activity. Against this industry backdrop, the Company experienced substantial growth in its scrap metal export business during 2025, primarily attributable to the expansion of direct client relationships with leading scrap metal exporters. As a result of these relationships and continued demand for non-ferrous scrap exports, the Company increased export shipping volumes by 1,170 loads in 2025 compared to 2024, representing an approximate 94.1% increase year over year. This growth in shipment volume contributed to a 77.4% increase in revenue from scrap metal export activities, representing an additional $890,996, year-over-year, rising from $1,150,794 in 2024 to $2,041,790 in 2025. While global scrap metal export markets may continue to experience fluctuations due to economic conditions, trade policies and shifts in domestic consumption, the Company believes that its direct relationships with major scrap metal exporters and participation in the non-ferrous export supply chain position to benefit from continued demand for recycled metals in international markets.
U.S. containerized import markets experienced significant volatility in 2025 due in part to shifting tariff policies, changes in global sourcing patterns and uncertainty surrounding U.S. trade policy. Industry reports indicate that U.S. container import volumes fluctuated throughout 2025 as importers accelerated shipments earlier in the year to avoid anticipated tariffs, followed by periods of weaker demand as higher duties and inventory adjustments affected cargo flows. Overall, U.S. container imports in 2025 were estimated at approximately 25.4 million TEUs, slightly below 2024 levels, reflecting the impact of tariff uncertainty and cautious inventory management by importers. These conditions contributed to uneven monthly import volumes throughout the year, particularly for shipments originating from Asia.
Despite this volatility in import volumes, the Company experienced substantial growth in its import freight business during 2025. Import loads increased by 2,218 containers, rising to 6,275 loads in 2025 compared to 4,057 loads in 2024, representing growth of approximately 54.7% year over year. Correspondingly, import revenue increased to $4,837,876 in 2025 from $3,556,824 in 2024, representing a 36% increase and additional revenue of $1,281,052. The Company believes this growth was primarily driven by the expansion of direct relationships with importers and a strategic focus on working directly with cargo owners rather than entering rate-sensitive arrangements with price-cutting brokerage intermediaries. As a result, even during periods of tariff-driven market volatility and fluctuating container volumes, the Company was able to expand its share of import-related trucking activity and generate meaningful growth in both shipment volumes and revenue.
Our revenue from the “Others” vertical, where we hire “outside trucks” in markets our fleet does not service. Utilizing “outside trucks” allows us to scale our operations and serve our national clients in emerging markets with low risk.
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Our revenue consisted of the following during the years ended December 31, 2025, and 2024:
| 2025 | 2024 | |||||||
| Commodity | ||||||||
| Paper | $ | 9,153,668 | $ | 10,709,992 | ||||
| Import | 4,837,876 | 3,556,824 | ||||||
| Metal | 2,041,790 | 1,150,794 | ||||||
| Log | 345,700 | 293,645 | ||||||
| Plastic | 169,700 | 328,258 | ||||||
| $ | 16,548,734 | $ | 16,039,513 | |||||
Cost and expenses
Costs of revenue
Our cost of revenue includes all directly related costs to deliver our services, which includes independent contractor drivers, insurance, truck maintenance costs, equipment rental, parking rent expense, dispatch service fees, depreciation and amortization and other directly related costs. Our costs of revenue for the years ended December 31, 2025 and 2024 was $16,051,009 and $14,270,913, respectively, representing an increase of 12%. Of these amounts, approximately $1,429,524 and $1,881,265 were related to transactions with related parties. Such increase was in line with our increased revenue. The increase was primarily attributable to higher depreciation expenses, additional dispatch service costs incurred during the year, and higher parking rent expenses related to our leased parking facilities. Changes in trade policies and tariffs may also have an indirect impact on market conditions, including shipment volumes and input cost dynamics; however, no material impact was identified for the period presented.
Gross profit
As a result of the foregoing, our gross profit decreased by $1,270,875 to $497,725 for the year ended December 31, 2025 from $1,768,600 for the year ended December 31, 2024. Gross margin decreased to 3% from 11% in the prior year. The decrease was primarily attributable to the increase in cost of revenue, which increased at a faster pace than revenue, primarily driven by higher depreciation expenses, increased dispatch service costs, and higher parking rent expenses related to our leased parking facilities.
General and administrative
Our general and administrative expenses consist primarily of automobile, office, insurance, payroll, rent expenses and stock compensation expenses. Our general and administrative expenses increased by $5,460,912 or 226% to $7,875,263 for the year ended December 31, 2025 from $2,414,351 for the year ended December 31, 2024. This change primarily results from an increase in professional fees from going public, travel expenses related to business development and depreciation expense, as well as the recognition of stock-based compensation in the amount of $5,363,550.
Income tax expense (benefit)
We recorded a provision for (benefit from) income taxes of $15,159 for the year ended December 31, 2025, as compared to $109,420 for the year ended December 31, 2024, a decrease of $94,261 or 86%. The change was primarily attributable to the change in pre-tax results during the year.
Net (loss) income
Net (loss) income for the years ended December 31, 2025 and 2024 was $(7,344,586) and $174,871, respectively. The change of net income was due to the decrease in gross profit as well as increased stock-based compensation.
Other Performance Indicator
We use Number of Loads Completed, or NLC, as a key performance indicator to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions. This measure may be used by other companies in our industry who may calculate it differently than we do, limiting its usefulness as a comparative measure. Therefore, NLC may have limitations as an analytical tool.
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We define NLC as the total number of loads delivered during a period. As our fleet exclusively offers full truckload shipping, tracking NLC is straightforward. We recognize a completed load when our dispatch team receives the receipt paperwork from the driver at the port or other destination. We simultaneously notify the client of the delivery. We use our proprietary analytics system to record NLC. As we ship both 40-foot and 20-foot shipping containers, the total tonnage transported represents the sum of the weight of the loads included in NLC for the period presented, based on an average weight of 28 tons per load. The average weight of 28 tons per load is an estimate made by the management based on historical data.
The NLC information, including the related estimated total tonnage, has been prepared by, and is the responsibility of, the Company’s management. Our principal accountant has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to such NLC information and, accordingly, our principal accountant does not express an opinion or any other form of assurance with respect thereto. The report of our principal accountant relates to the Company’s previously issued financial statements, and it does not extend to the NLC information and should not be read to do so.
The table below shows both the total NLCs and a breakdown of NLCs by business vertical during the fiscal years ended December 31, 2025 and 2024. Our revenue generation directly corresponds to NLC but is also impacted by the rates charged to customers.
| Year ended December 31, 2025 | Year ended December 31, 2024 | |||||||||||||||
| Number of Loads Completed | Percentage in Total NLC | Number of Loads Completed | Percentage in Total NLC | |||||||||||||
| Waste Paper | 13,232 | 59.0 | % | 16,641 | 73.4 | % | ||||||||||
| Waste Metal | 2,413 | 10.7 | % | 1,243 | 5.5 | % | ||||||||||
| Forestry | 315 | 1.4 | % | 271 | 1.2 | % | ||||||||||
| Import | 6,275 | 28.0 | % | 4,057 | 17.9 | % | ||||||||||
| Others | 208 | 0.9 | % | 453 | 2.0 | % | ||||||||||
| Total | 22,443 | 100 | % | 22,665 | 100 | % | ||||||||||
For the year ended December 31, 2025, the NLC for Waste Paper decreased by 3,409, or 20.5%, to 13,232, from 16,641 for the year ended December 31, 2024. The decrease primarily reflected continued softness in export demand for recovered paper and increased domestic mill consumption, which reduced the number of export shipments during the period.
For the year ended December 31, 2025, the NLC for Waste Metal increased by 1,170, or 94.1%, to 2,413, from 1,243 for the year ended December 31, 2024. The increase was primarily attributable to higher demand for non-ferrous scrap exports and growth in shipments from existing and new customers.
For the year ended December 31, 2025, the NLC for Forestry increased by 44, or 16.2%, to 315, from 271 for the year ended December 31, 2024. The increase reflected higher customer shipping activity during the year due to volatility caused by implication of tariffs.
For the year ended December 31, 2025, the NLC for Import increased by 2,218, or 54.7%, to 6,275, from 4,057 for the year ended December 31, 2024. The increase was primarily attributable to growth in direct relationships with import customers despite volatility in import container demand influenced by trade tariffs.
For the year ended December 31, 2025, the NLC for Others decreased by 245, or 54.1%, to 208, from 453 for the year ended December 31, 2024. The decrease was primarily attributable to lower volumes from customers shipping plastics and other materials.
For the year ended December 31, 2025, total NLC decreased by 222, or 1.0%, to 22,443, from 22,665 for the year ended December 31, 2024. The decrease was primarily due to lower Waste Paper loads, partially offset by increases in Waste Metal and Import loads.
Liquidity and Capital Resources
As of December 31, 2025 and December 31, 2024, we had cash of $1,202,395 and $557,619, respectively. To date, we have financed our operations primarily through its operations, the proceeds from the issuance of common stock, as well as strategic financing.
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During the year ended December 31, 2025, we had a net loss of $7,344,586 and net cash used in operations of $1,781,512, which resulted primarily from an increase in professional fees resulting from our IPO, non cash stock-based compensation expense of $5,363,550, as well higher cost of revenue, mainly driven by increased depreciation and amortization, facility-related expenses such as parking rent and increased current income tax expense from prior years liabilities. Subsequent to December 31, 2025, we have expanded our business operations to certain new territories and have raised service prices in response to market changes. Additionally, approximately of $2 million of our outstanding loan receivable are expected to be collected in 2026 and will be used in our operations. Currently, we are working to improve our liquidity and capital sources. In order to fully implement our business plan and sustain continued growth. We may, however, in the future require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional loans. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. At the present time, however, we do not have commitments of funds from any lenders or potential investors. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.
Summary of Cash Flow
The following table provides detailed information about our net cash flow for the fiscal years ended December 31, 2025 and 2024:
| Years Ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Net cash used in operating activities | $ | (1,781,512 | ) | $ | (593,734 | ) | ||
| Net cash used in investing activities | (5,855,370 | ) | (1,211,981 | ) | ||||
| Net cash provided by financing activities | 8,281,657 | 907,358 | ||||||
| Net increase (decrease) in cash | 644,776 | (898,357 | ) | |||||
| Cash at beginning of year | 557,619 | 1,455,976 | ||||||
| Cash at end of year | $ | 1,202,395 | $ | 557,619 | ||||
Operating activities used net cash of $1,781,512 during the year ended December 31, 2025, and $593,734 during the year ended December 31, 2024. Cash used in operating activities increased by $1,187,778 primarily due to a decrease in net income (loss) of $7,519,457, the recognition of stock-based compensation of $5,363,550, and an overall decrease of $1,109,896 from the change in operating assets and liabilities, for the year ended December 31, 2025 in comparison of the year ended December 31, 2024.
Investing activities used net cash of $5,855,370 during the year ended December 31, 2025, and $1,211,981 during the year ended December 31, 2024. Cash used in investing activities increased by $4,643,389 as compared to prior year. This change was primarily due to $5,000,000 in notes receivable activities during the year ended December 31, 2025.
Financing activities provided net cash of $8,281,657 during the year ended December 31, 2025 and $907,358 during the year ended December 31, 2024. Cash used in financing activities increased by $7,374,299. The increase in December 31, 2025, amount is due to $8,459,232 in proceeds from the issuance of common stock, offset by $1,124,039 in repayments of loans payable.
Material Cash Requirements from Known Contractual and Other Obligations
The following table summarizes our contractual obligations as of December 31, 2025 and as for the 12 months thereafter:
| Contractual Obligations | As of December 31, 2025 | For the year ending December 31, 2026 | ||||||
| Operating lease obligations | $ | 319,298 | $ | 240,018 | ||||
| Operating lease obligations – related party | $ | 69,059 | $ | 66,000 | ||||
| Debt obligations (principal repayments) | $ | 992,005 | $ | 383,827 | ||||
| Debt obligations (principal repayments) -related party | $ | 84,487 | $ | 84,487 | ||||
| Total Contractual Obligations | $ | 1,464,849 | $ | 774,332 | ||||
We intend to fund our contractual obligations with working capital.
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Initial Public Offering and Underwriting Agreement
On January 21, 2025, we entered into an Underwriting Agreement (the “Underwriting Agreement”), with A.G.P./Alliance Global Partners (“AGP”), as representative of the underwriters named on Schedule 1 thereto, relating to the Company’s initial public offering of 2,500,000 shares of common stock (the “IPO Shares”). Pursuant to the Underwriting Agreement, in exchange for AGP’s firm commitment to purchase the IPO Shares, the Company agreed to sell the IPO Shares to AGP at a purchase price of $3.72 (93% of the public offering price per share of $4.00, after deducting underwriting discounts and before deducting a 1% non-accountable expense allowance). The Company also agreed to issue AGP warrants (the “Representative’s Warrant”) to purchase 5% of the aggregate number of the IPO Shares, at an exercise price equal to $4.80, equal to 120% of the public offering price, subject to adjustment.
On January 22, 2025, the IPO Shares were listed and commenced trading on the NYSE American.
The closing of the initial public offering took place on January 23, 2025. At the closing, the Company sold the IPO Shares for total gross proceeds of $10,000,000. After deducting the underwriting discounts, non-accountable expense allowance, and other expenses from the gross proceeds, the Company received net proceeds of approximately $8.28 million. The Company also issued AGP the Representative’s Warrant exercisable for the purchase of 125,000 shares of common stock at an exercise price of $4.80 per share, subject to adjustment. The Representative’s Warrant may be exercised by payment of cash or by a cashless exercise provision, and may be exercised at any time for three (3) years following the date of commencement of sales of the initial public offering, in whole or in part.
The offer and sale of the IPO Shares, and the issuance of the Representative’s Warrant, were registered pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-281474), as amended (the “IPO Registration Statement”), initially filed with the SEC on August 12, 2024, and declared effective by the SEC on January 21, 2025, and by means of the final prospectus, dated January 21, 2025, filed with the SEC on January 22, 2025 pursuant to Rule 424(b)(4) of the Securities Act, or the Final IPO Prospectus.
The IPO Registration Statement included the registration for sale of an additional 375,000 shares of common stock at the public offering price of $4.00 per share upon full exercise of the underwriters’ over-allotment option. The additional shares of common stock underlying the Representative’s Warrant registered for sale by the IPO Registration Statement included 18,750 shares of common stock that the underwriters had the option to purchase upon exercise of the Representative’s Warrant which would be issuable upon full exercise of the underwriters’ over-allotment option. The underwriters’ over-allotment option expired unexercised.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies
The following discussion relates to critical accounting policies for our company. The preparation of financial statements in conformity with GAAP requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:
Accounts Receivable, net
Accounts receivable represent revenue earned for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and adjusted for amounts management expects to collect from balances outstanding at period-end. The Company adopt the current expected credit loss model (“CECL model”) to estimate the expected credit losses, which is determined by multiplying the probability of default. The Company estimates the allowance for credit loss based on an analysis of specific accounts and an assessment of the customer’s ability to pay, among other factors. The allowance for credit losses was $123,371 as of December 31, 2025 and December 31, 2024. The balance of accounts receivable, net as of December 31, 2025 and December 31, 2024 amounted to $1,402,421 and $1,203,001, respectively. As of the date of this report issued, we collected approximately $1.4 million or 91% of accounts receivable outstanding as of December 31, 2025.
Revenue Recognition
The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting Standards Board (“FASB”) – Accounting Standards Codification 606 “Revenue From Contracts With Customers” (“ASC 606”), which has established a five-step process to govern contract revenue and satisfy each element is as follows: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as you satisfy a performance obligation. The Company records the revenue once all the above steps are completed and services are performed.
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The Company’s contracts with customers only include one performance obligation, which is to provide the delivery of truckload services. Revenue is recognized in the gross amount at a point in time when the service is completed and the benefit of our services has been transferred to the customer. This has been determined to be when the goods are delivered to its final destination point. At this point in time, the Company has a present right to payment, and the performance obligation has been met. It is not until delivery is completed that the Company completed its performance obligation. The customer is not simultaneously receiving and consuming the benefit of the performance until the delivery to its final destination. The Company has determined that during transit, which is typically within twenty four hours, it would be impractical for another entity to complete its performance obligation due to various circumstances which would not lend it to be feasible. Additionally, every performance obligation of the Company is related to a unique order number between the customer and the final destination point. If that specific order cannot be completed, the Company or another provider would need to go through a process change of receiving a new order number due to homeland security and customs restrictions which results in the customer not simultaneously receiving benefits during transit time. The Company is primarily responsible for fulfilling the promise to provide the specified service to its customers. In addition, the Company has discretion in establishing the price for the specified services and bears risk of loss of goods until delivery is completed. Transport time from pick up to the delivery of truckloads is typically within the same day. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for those services. Because revenue is recognized at the point in time services are sold to customers, there are no contract liability balances except for when an amount is billed before the service is performed, however there may be contract asset balances for any services provided that were not billed. The Company’s revenue recognition is the same for whether the Company engages independent contractors or its brokerage model for owner operators.
Income Taxes
Historically and through December 31, 2021, the Company elected, by consent of its stockholders, to be taxed under the provisions of Subchapter S of the Internal Revenue Code and applicable state statutes. The Company made a qualified Subchapter S subsidiary election with the Internal Revenue Service and accordingly the Company’s income is to be included in the Parent’s income tax return for Federal tax purposes. The Company has also elected S Corporation status for Pennsylvania State tax purposes. The Company revoked its Subchapter S election with the Internal Revenue Service and Pennsylvania as of January 1, 2022.
As of January 1 2022, the Company accounts for income taxes utilizing the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted.
The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.
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The Company evaluates uncertain income tax positions taken or expected to be taken in a tax return for recognition in its consolidated financial statements. The Company was not required to recognize any amounts from uncertain tax positions for the years ended December 31, 2025 and 2024. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof, as well as other factors. Generally, federal, state and local authorities may examine the Company’s tax returns for three years from the date of filing.
Recent Accounting Pronouncements
In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This update clarified that the disaggregation requirements of ASU 2024-03 are effective for public business entities for annual periods beginning after December 15, 2026. The adoption of this clarification had no impact on the Company’s financial position or results of operations
In March 2025, the FASB issued ASU 2025-02—Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. The amendments in this Update are effective immediately and on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company is currently evaluating the effect of adoption of this standard to its consolidated financial statements and disclosures.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquirer in the Acquisition of a Variable Interest Entity. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting period within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation (Topic 18) and Revenue from contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim reporting period within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not been issued or made available for issuance. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The full text of our audited consolidated financial statements begins on page F-1 of this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
During the last two fiscal years, we have had no disagreements with our accountants on accounting and financial disclosure. On April 22, 2025, Golden Eagle CPAs LLC was appointed to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The Company’s financial statements had previously been audited by TAAD, LLP.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, has evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) prior to the filing of this Annual Report on Form 10-K. Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were, in design and operation, not effective at a reasonable assurance level.
The Company does not have robust and formal financial reporting policies and procedures in place to address SEC disclosure requirements. To assist in internal control over financial reporting, outside consultants are engaged.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) for the Company. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent nor detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making its assessment of internal control over financial reporting, management used the criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. This assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls. Based on the results of this assessment, management has concluded that our internal controls over financial reporting were ineffective as of December 31, 2025 due to the material weakness described below. A material weakness is a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As part of our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, management identified two material weaknesses in the Company’s internal control over financial reporting, related to (i) we do not have internal audit function in place to monitor the control execution which may lead a material audit adjustments to the financial statements; (ii) lack of assessment and implementation of internal control over financial reporting in accordance with the requirement of COSO 2013 framework.
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The material weaknesses did not result in any material misstatement of the Company’s consolidated financial statements for the periods presented; however, they created a reasonable possibility that a material misstatement would not be prevented or detected on a timely basis.
Management has developed and is implementing a remediation plan to address the identified material weakness. Key elements of the remediation plan include engagement of external financial consultant with U.S. GAAP experience to help our management in financial reporting processes and are in the process of developing and implementing a comprehensive set of processes and internal controls to timely and appropriately (i) identify transactions that may be subject to complex U.S. GAAP accounting treatment, (ii) analyze the transactions in accordance with the relevant U.S. GAAP, and (iii) review the accounting technical analysis. While these remediation efforts are ongoing, management expects to complete testing of the operating effectiveness of the enhanced controls in a future period and therefore has not yet completed sufficient testing to conclude that the material weakness has been fully remediated as of December 31, 2025.
Management’s assessment was not subject to attestation by the Company’s independent registered public accounting firm and as such, no attestation was performed pursuant to SEC Final Rule Release Nos. 33-8934; 34-58028 that permit the Company to provide only management’s assessment report for the year ended December 31, 2025.
Ongoing Monitoring
Management recognizes the importance of ongoing monitoring and continuous improvement of our internal control over financial reporting. We have established a process for regularly evaluating the effectiveness of our controls, including periodic self-assessments, internal audits, and ongoing monitoring activities. This process allows us to identify and address any emerging risks or control deficiencies in a timely manner.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitation on the Effectiveness of Internal Control
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors and Executive Officers
The following sets forth information about our directors and executive officers who were serving during the year ended December 31, 2025, and who were serving as of the date of this Annual Report:
| Name | Age | Position | ||
| Hok C Chan | 41 | Chief Executive Officer, Chairman of the Board of Directors, President | ||
| John Feliciano III * | 39 | Chief Financial Officer, Director, Secretary | ||
| Jimmy M. Wong(1)(2)(3) | 70 | Independent Director | ||
| Pablo A Santana(1)(2)(3)** | 39 | Independent Director | ||
| Tan Ying Lo(1)(2)(3) | 31 | Independent Director | ||
| Florence Ng(4)(5)(6) | 63 | Independent Director | ||
| Chung Ming Bruce Hui(4)(5)(6) | 50 | Independent Director | ||
| Anthony Kwong(4)(5)(6) | 37 | Independent Director | ||
| Kah Loong Randy Yeo | 51 | Interim Chief Financial Officer |
| * | On December 1, 2025, Mr. Feliciano resigned as a Director, effective December 1, 2025, and as the Company’s Chief Financial Officer, effective December 15, 2025. |
| ** | On December 19, 2025, Mr. Santana resigned as a Director and from all committees on which he was serving. |
| (1) | Member of the Audit Committee in 2025. |
| (2) | Member of the Compensation Committee in 2025. |
| (3) | Member of the Nominating and Corporate Governance Committee in 2025. |
| (4) | Appointed to the Audit Committee on February 9, 2026. |
| (5) | Appointed to the Compensation Committee on February 9, 2026. |
| (6) | Appointed to the Nominating and Corporate Governance Committee on February 9, 2026. |
Hok C Chan has served as our Chief Executive Officer and Chairman since August 16, 2022. He founded and has been the chief executive officer and sole director of our operating subsidiary, Toppoint Inc, since its inception in 2014. He entered the recycling industry in 2008 and started Toppoint International Recycling Co., a recycling plant in 2010. He led the plant to a successful exit by selling it to a private equity firm in 2014 for approximately $4 million. Mr. Chan earned a certificate in accounting from the Chisholm Institute in Australia. We believe that Mr. Chan is qualified to serve on our board of directors due to his deep knowledge and vision of Toppoint, understanding and impactful relationships in the recycling industry and his long executive and board experience with us since his founding of our company.
John Feliciano III had served as our principal financial officer and director since August 16, 2022 and was appointed as our Chief Financial Officer on July 1, 2024. He joined Toppoint Inc as the Chief of Strategy in 2020. Prior to that, he worked in the heavy equipment rental space from June 2017 to June 2020. During his tenure at Durante Rentals, he oversaw sales to drive EBITDA growth for a successful acquisition of the business by Clairvest, a private equity firm, in 2019. Mr. Feliciano also served as a consultant to Point-of-Rental Software, a software company based in Fort Worth, TX, providing operational and strategic consulting services from July 2020 to December 2023. Mr. Feliciano holds a Bachelor of Business Administration and Marketing from Florida International University. As noted above, on December 1, 2025, Mr. Feliciano resigned as a Director, effective December 1, 2025, and as the Company’s Chief Financial Officer, effective December 15, 2025. Mr. Feliciano’s resignation was due to personal reasons and not the result of any disagreement with the Company regarding its operations, policies, or practices.
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Kah Loong Randy Yeo, 51, was appointed as the Company’s Controller on November 26, 2025. Subsequently, on December 19, 2025, Mr. Yeo was appointed as the Company’s Interim Chief Financial Officer. Mr. Yeo is an accomplished finance executive with over 20 years of experience in public accounting, investment banking, asset management, and financial technology. He has led financial operations, accounting, and strategic growth for investment funds, fintech startups, and hedge funds. On October 20, 2025, Mr. Yeo was appointed as a member of the Board of Directors of LQR House Inc., a Nevada corporation (“LQR”). At that time, Mr. Yeo was also appointed as the chairman of the Nominating and Corporate Governance Committee, a member of the Compensation Committee and a member of the Audit Committee of LQR. From 2021 to 2024, Mr. Yeo served as Chief Financial Officer, Chief Compliance Officer, and Head of Operations at Chiral Global Investors L.P., where he established and managed an institutional-quality asset management fund and implemented financial strategies that enhanced reporting transparency and operational scalability. Prior to that, he was U.S. Senior Controller at Riskfield Inc., where he helped guide the company through a $300 million IPO and streamlined cross-border financial operations. Mr. Yeo previously served as Chief Financial Officer and Head of Financial Control & Accounting at CITIC Securities International USA, LLC, overseeing financial reporting, forecasting, and investor relations. Earlier in his career, he held finance leadership roles at Direct Markets Holdings Corp., focusing on compliance, M&A integrations, and finance transformation initiatives. Mr. Yeo holds a Bachelor of Commerce in Accounting and Management Information Systems from Deakin University (Australia) and an MBA in Accounting from Maharishi University.
Jimmy M. Wong was elected to our board of directors on March 25, 2025. Mr. Wong is a retired, seasoned executive in finance, business and information technology, with over 30 years of experience across North America and the Asia Pacific region, spanning financial accounting, e-commerce and management consulting. He was a successful entrepreneur and business professional, having founded several startups in Hong Kong and China. In 2005, his firm Teksen, merged with HiSoft China where he served as chief executive officer of HiSoft Enterprise Solutions Group, supporting a global customer base, from 2005 to 2007. HiSoft Technology International Limited became listed on NASDAQ (NASDAQ: HSFT) in 2011, as one of the largest information technology service providers in China. Mr. Wong also served as the Executive VP of VancInfo Technologies from 2007 to 2009. VanceInfo Technologies became listed on NYSE (NYSE: VIT) in 2007. Prior to establishing his own businesses, he served as Accenture’s Head of the Asia Oracle Practice from 2002 to 2004, leading its eEBS (electronic Enterprise Business Solutions) offerings, Accenture’s flagship global e-Commerce initiative. At Oracle Corporation, he held the position of Director of Oracle Consulting Services, where he supported major multinational clients in implementing Oracle financial applications from 1996 to 2000. Earlier in his career, he held various consulting and financial roles at Coopers & Lybrand Consulting Group (from 1985 to 1987), Digital Equipment Corporation (from 1987 to 1989), and the Canadian Imperial Bank of Commerce (from 1989 to 1991). Mr. Wong received his Master of Business Administration, Master of Applied Science (Engineering) and Bachelor of Applied Science (Engineering) from the University of Ottawa, Canada. He was also a qualified accountant (Certified Management Accountant) and registered as a professional engineer (P. Eng.) in Ontario, Canada. We believe Mr. Wong is qualified to serve on our board of directors due to his financial expertise, his global perspective and extensive executive experience.
Pablo A Santana was elected to our board of directors on January 21, 2025. Mr. Santana has been serving as the Sales Account Manager for Custom Truck One Source Inc (NYSE: CTOS) since January 2021. Prior to his current role, he was the Sales Account Manager at C&C Lift Truck Inc. where he oversaw sales development of material handling equipment that is essential for the operations of warehouses and supply chain management from July 2015 to December 2020. Mr. Santana earned his bachelor’s degree in accounting and finance from CUNY College of Staten Island in New York City in 2014. On December 19, 2025, Mr. Santana, submitted a letter of resignation to the Board (the “Santana Letter”). Pursuant to the Santana Letter, Mr. Santana resigned from the Board of Directors effective December 19, 2025. Mr. Santana’s resignation was due to personal reasons and not the result of any disagreement with the Company regarding its operations, policies, or practices.
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Tan Ying Lo was elected to our board of directors on January 21, 2025. Ms. Lo has been serving as the assistant project manager for Missions Points Network Limited, a company that offers loyalty rewards programs, since October 2021. At Missions Points Network Limited, Ms. Lo’s main responsibilities include implementing customer relationship management campaigns, conducting post campaign analysis, and managing daily operations and various projects. From June to October 2021, Ms. Lo was the assistant project manager for OPPA System Limited, a technology solutions company that organized over 2000 virtual events during the COVID-19 pandemic period. In this role, Ms. Lo planned and coordinated corporate online events, supervised the execution of international and regional events, and explored business opportunities with potential partners. From January 2020 to May 2021, Ms. Lo was the senior partnership executive for HKT The Club, Hong Kong, one of the biggest telecom companies in Hong Kong, where she prepared proposals for pitching potential new partners, coordinated media campaigns, and developed business strategies to support loyalty program growth. From July 2018 to December 2019, Ms. Lo was a graduation trainee for HKT The Club, Hong Kong. Ms. Lo obtained her Bachelor of Arts in Cultural Management from The Chinese University of Hong Kong (“CUHK”) in 2018. We believe that Ms. Lo is qualified to serve on our board of directors due to her business professional training and educational background as well as her extensive experience in developing business-to-business marketing strategies.
Florence Ng, 63, was elected to our board of directors on December 1, 2025. Mr. Ng is a solicitor qualified in Hong Kong Special Administrative Region since 2011, specializing in mergers and acquisitions, capital market and corporate commercial matters. Ms. Ng is currently the principal of FNC Advisory, LLC, specializing in corporate consulting. Ms. Ng served as an executive director for Mega Matrix Corp., a NYSE-listed company, from October 2021 to September 2022. Ms. Ng also served as an independent non-executive director for Armlogic Holding Corp., a Nasdaq-listed company, from May 2023 to Aug 2025, as an independent non-executive director for King’s Stone Holdings Group Limited, a company listed on the Hong Kong Stock Exchange, from October 2022 to July 2025, and as an independent non-executive director for China Caston 81 Finance Company Limited, a company listed on the Hong Kong Stock Exchange, from December 2013 to December 2023. We believe that Ms. Ng is qualified to serve on our board of directors due to her legal and professional training and her experience with corporate and transactional matters and public company service.
Chung Ming Bruce Hui, 50, was elected to our board of directors on December 29, 2025. Mr. Hui is a seasoned financial services executive with over 25 years of experience in Hong Kong’s financial industry, specializing in private wealth management, corporate wealth solutions, and wealth succession planning. He is a former Licensed Responsible Officer of an insurance brokerage and Head of Business for a trust company, with deep expertise in regulatory compliance, client advisory, and complex cross-generational wealth structures. Mr. Hui has a proven track record advising high-net-worth individuals (HNWIs), family businesses, and corporations on long-term financial planning, asset protection, and legacy preservation. His core competencies include: private and corporate wealth management; wealth succession and estate planning; trust and fiduciary structures; insurance brokerage and advisory; regulatory and compliance oversight; HNWI and family office advisory; risk management and asset protection; and cross-border Financial Planning. We believe that Mr. Kwong is qualified to serve on our board of directors due to his financial services, financial planning and strategies, and risk management and asset protection background.
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Anthony Kwong, 37, was appointed to the Board on January 27, 2026. Mr. Kwong has over 14 years of experience in the accounting profession. He started his career as business consultant, focusing on corporate service. From June 2021 through the date of this Report, Mr. Kwong served as the founder and a director of Luen Fat Accounting and Secretarial Service Limited. From September 2020 through June 2021, he served as Manager at Intertrust Hong Kong, Corporate Service, and from November 2016 through August 2020, he served as an Assistant Manager at Vistra Hong Kong, Business and Consultancy Service. Mr. Kwong is dedicated to leveraging his extensive experience in accounting and tax advisory to serve a diverse range of industries, such as infrastructure construction, securities dealing, advertising, retail and wholesale trading, entertainment shows, and education. Mr. Kwong is a Certified Public Accountant (CPA) and Certified Tax Advisor (CTA) in Hong Kong, and he is also a Certified Anti-Money Laundering Specialist (CAMS). He received a BBA (with Honors) from The Hong Kong Polytechnic University in 2011. We believe that Mr. Kwong is qualified to serve on our board of directors due to his financial and tax and accounting background.
Arrangements Between Officers and Directors
Our directors currently have terms which will end at our next annual meeting of the stockholders or until their successors are elected and qualified, subject to their prior death, resignation or removal. Officers serve at the discretion of the board of directors. Except as disclosed elsewhere in this annual report, there is no arrangement or understanding between any director or executive officer and any other person pursuant to which he was or is to be selected as a director, nominee or officer.
Family Relationships
There are no family relationships among any of our officers or directors.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
| 1) | A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; |
| 2) | Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3) | The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities; |
| i. | Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; |
| ii. | Engaging in any type of business practice; or |
| iii. | Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; |
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| 4) | The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3)i in the preceding paragraph or to be associated with persons engaged in any such activity; |
| 5) | Was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated; |
| 6) | Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7) | Was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: |
| i. | Any federal or state securities or commodities law or regulation; or |
| ii. | Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or |
| iii. | Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8) | Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Material Changes to Director Nomination Procedures
There have been no material changes to the procedures by which stockholders may recommend nominees to our board of directors since such procedures were last disclosed.
Committees of the Board of Directors
Our board has established an audit committee, a compensation committee, and a nominating and corporate governance committee, and each has its own charter approved by the board. The committee charters have been filed as exhibits to this report and are available on our website at https://toppointtrucking.com/ .
In addition, our board of directors may, from time to time, designate one or more additional committees, which shall have the duties and powers granted to it by our board of directors.
Audit Committee
During the year ended December 31, 2025, Jimmy M. Wong, Pablo A Santana and Tan Ying Lo, each of whom satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and NYSE American’s rules, served on our audit committee, with Jimmy M. Wong serving as the chairperson. Our board has determined that Jimmy M. Wong qualifies as the “audit committee financial expert” as defined by Item 407(d)(5) of Regulation S-K. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
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As noted above, on December 19, 2025, Mr. Santana resigned from the Board and all committee assignments. Additionally, on February 9, 2026, Florence Ng, Chung Ming Bruce Hui, and Anthony Kwong, each of whom satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and NYSE American’s rules, were appointed to serve on the Audit Committee.
The audit committee is responsible for, among other things: (i) retaining and overseeing our independent accountants; (ii) assisting the board in its oversight of the integrity of our financial statements, the qualifications, independence and performance of our independent auditors and our compliance with legal and regulatory requirements; (iii) reviewing and approving the plan and scope of the internal and external audit; (iv) pre-approving any audit and non-audit services provided by our independent auditors; (v) approving the fees to be paid to our independent auditors; (vi) reviewing with our principal executive officer and principal financial officer and independent auditors the adequacy and effectiveness of our internal controls; (vii) reviewing hedging transactions; and (viii) reviewing and assessing annually the audit committee’s performance and the adequacy of its charter.
Compensation Committee
During the year ended December 31, 2025, Jimmy M. Wong, Pablo A Santana and Tan Ying Lo, each of whom satisfies the “independence” requirements of Rule 10C-1 under the Exchange Act and NYSE American’s rules, served on our compensation committee, with Pablo A Santana serving as the chairperson. As noted above, on December 19, 2025, Mr. Santana resigned from the Board and all committee assignments. Additionally, on February 9, 2026, Florence Ng, Chung Ming Bruce Hui, and Anthony Kwong, each of whom satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and NYSE American’s rules, were appointed to serve on the Compensation Committee, with Tan Ying Lo serving as the chairperson. The members of the compensation committee are also “outside directors” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, and “non-employee directors” within the meaning of Section 16 of the Exchange Act. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.
The compensation committee is responsible for, among other things: (i) reviewing and approving the remuneration of our executive officers; (ii) making recommendations to the board regarding the compensation of our independent directors; (iii) making recommendations to the board regarding equity-based and incentive compensation plans, policies and programs; and (iv) reviewing and assessing annually the compensation committee’s performance and the adequacy of its charter.
Nominating and Corporate Governance Committee
During the year ended December 31, 2025, Jimmy M. Wong, Pablo A Santana and Tan Ying Lo, each of whom satisfies the “independence” requirements of NYSE American’s rules, served on our nominating and corporate governance committee, with Tan Ying Lo serving as the chairperson. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.
As noted above, on December 19, 2025, Mr. Santana resigned from the Board and all committee assignments. Additionally, on February 9, 2026, Florence Ng, Chung Ming Bruce Hui, and Anthony Kwong, each of whom satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and NYSE American’s rules, were appointed to serve on the Nominating and Corporate Governance Committee.
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The nominating and corporate governance committee is responsible for, among other things: (i) identifying and evaluating individuals qualified to become members of the board by reviewing nominees for election to the board submitted by shareholders and recommending to the board director nominees for each annual meeting of shareholders and for election to fill any vacancies on the board; (ii) advising the board with respect to board organization, desired qualifications of board members, the membership, function, operation, structure and composition of committees (including any committee authority to delegate to subcommittees), and self-evaluation and policies; (iii) advising on matters relating to corporate governance and monitoring developments in the law and practice of corporate governance; and (iv) overseeing compliance with the our code of ethics.
The nominating and corporate governance committee’s methods for identifying candidates for election to our board of directors (other than those proposed by our shareholders, as discussed below) include the solicitation of ideas for possible candidates from a number of sources - members of our board of directors, our executives, individuals personally known to the members of our board of directors, and other research. The nominating and corporate governance committee may also, from time-to-time, retain one or more third-party search firms to identify suitable candidates.
In making director recommendations, the nominating and corporate governance committee may consider some or all of the following factors: (i) the candidate’s judgment, skill, experience with other organizations of comparable purpose, complexity and size, and subject to similar legal restrictions and oversight; (ii) the interplay of the candidate’s experience with the experience of other board members; (iii) the extent to which the candidate would be a desirable addition to the board and any committee thereof; (iv) whether or not the person has any relationships that might impair his or her independence; and (v) the candidate’s ability to contribute to the effective management of our company, taking into account the needs of our company and such factors as the individual’s experience, perspective, skills and knowledge of the industry in which we operate.
A shareholder may nominate one or more persons for election as a director at an annual meeting of shareholders if the shareholder complies with the notice and information provisions contained in our bylaws. Such notice must be in writing to our Company not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one-hundred-twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made or as otherwise required by the Exchange Act. In addition, shareholders furnishing such notice must be a holder of record on both (i) the date of delivering such notice and (ii) the record date for the determination of shareholders entitled to vote at such meeting.
Code of Ethics and Business Conduct
We have adopted a Code of Ethics and Business Conduct that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. Such Code of Ethics and Business Conduct addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, and reporting of violations of the code.
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The full text of the Code of Ethics and Business Conduct is posted on our website at https://toppointtrucking.com/ir/corporate-governance/. Any waiver of the Code of Ethics and Business Conduct for directors or executive officers must be approved by our Audit Committee. We will disclose future amendments to our Code of Ethics and Business Conduct, or waivers from our Code of Ethics and Business Conduct for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website within four business days following the date of the amendment or waiver. In addition, we will disclose any waiver from our Code of Ethics and Business Conduct for our other executive officers and our directors on our website. A copy of our Code of Ethics and Business Conduct will also be provided free of charge upon request to: Secretary, Toppoint Holdings Inc., 1250 Kenas Road, North Wales, PA 19454.
Insider Trading Policy
Effective March 31, 2025, we
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers and beneficial holders of more than 10% of our shares of common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. Directors, executive officers and ten percent stockholders are also required to furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended December 31, 2025 , all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act, except as set forth below:
| ● | Dingding He, a former director, whose Form 3 filing dated January 23, 2025 was delayed; | |
| ● | Hok C Chan, the CEO, whose Form 3 filing dated January 23, 2025 was delayed; | |
| ● | John Feliciano III, the former Chief Financial Officer and former director, whose Form 3 filing dated January 23, 2025 was delayed; | |
| ● | Pablo A Santana, a former director, whose Form 3 filing dated January 23, 2025 was delayed; | |
| ● | Tan Ying Lo, a director, whose Form 3 filing dated January 23, 2025 was delayed; | |
| ● | Heung Ling Chan, a 10% beneficial owner, failed to timely file his Form 3; | |
| ● | Florence Ng, an independent director, failed to timely file his Form 3; | |
| ● | Kah Loong Randy Yeo, our CFO, failed to timely file his Form 3; | |
| ● | Chung Ming Bruce Hui, an independent director, failed to timely file his Form 3; and | |
| ● | Anthony Kwong, an independent director, failed to timely file his Form 3; |
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ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table - Years Ended December 31, 2025 and 2024
The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officers received total compensation in excess of $100,000 during the fiscal year ended December 31, 2025.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($)*** | Total ($) | ||||||||||||||||||||
| Hok
C Chan, Chief Executive Officer, | 2025 | 350,000 | - | - | - | 34,000 | 384,000 | ||||||||||||||||||||
| Chairman and President | 2024 | 309,615 | - | - | - | - | 309,615 | ||||||||||||||||||||
| John
Feliciano III, Former Chief Financial Officer, | 2025 | 75,000 | - | - | - | - | 75,000 | ||||||||||||||||||||
| Former Director and Secretary | 2024 | - | - | - | - | 147,733 | 147,733 | * | |||||||||||||||||||
| Kah
Loong Randy Yeo, Interim Chief Financial Officer and Controller** | 2025 | 5,000 | 5,000 | ||||||||||||||||||||||||
| 2024 | - | - | - | - | - | - | |||||||||||||||||||||
| * | The Company paid consulting fees of $0 and $1,477,327 to 4 John Trucking for the years ended December 31, 2025 and 2024, respectively. John Feliciano III is the president of 4 John Trucking. For the year ended December 31, 2024, 4 John Trucking earned a commission of 10% on these consulting fees, amounting to $147,733. This commission constituted Mr. Feliciano III’s compensation during this period. See also “Item 13. Certain Relationships and Related Transactions, and Director Independence.” |
| ** | Kah Loong Randy Yeo commenced employment as our Interim Chief Financial Officer and Controller in December 2025 and November 2025, respectively. |
| *** | Included in all other compensation was $34,000 paid to Hok C Chan for the reimbursement of expenses. |
Employment Agreements
Under our employment agreement with our Chief Executive Officer, Hok C Chan, we agreed that, for a three-year term, unless terminated earlier in accordance with its terms, we will pay Mr. Chan an annual salary of $350,000. Additionally, Mr. Chan will be eligible to receive an annual cash bonus to the extent the Company achieves or exceeds its annual net profit objectives set forth in Exhibit A to the agreement. The percentage of base salary Mr. Chan is entitled to receive as a bonus is also detailed in Exhibit A, corresponding to the percentage of the Company’s net profit that must be achieved to earn such bonus level. Mr. Chan will be provided with standard executive benefits. The Company will also provide standard indemnification and directors’ and officers’ insurance. The Company may terminate Mr. Chan’s employment by giving at least 60 days written notice. If we terminate Mr. Chan without cause or he resigns for good reason as provided under the agreement, we must pay for the immediate vesting of any outstanding unvested equity granted to Mr. Chan during his employment and immediate lifting of all lockups and restrictions on sales of such equity, or exercise of stock options. All other compensation shall cease as of the date of termination and the Company shall pay all previously earned, accrued and unpaid compensation. Mr. Chan is also subject to standard confidentiality and non-competition provisions. The foregoing summary of the material terms of Mr. Chan’s employment agreement is qualified in its entirety by reference to the full text of the agreement, which is filed as an exhibit to this report.
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Under our employment agreement with our former Chief Financial Officer, John Feliciano III, we agreed that, for a three-year term, unless terminated earlier in accordance with its terms, we would pay Mr. Feliciano an annual salary of $75,000 and a stock option to purchase 750,000 shares of common stock to be granted within three months following the completion of the Company’s public offering. Mr. Feliciano was eligible to receive an annual cash bonus as determined by the board of directors. Mr. Feliciano was provided with standard executive benefits. The Company also provided standard indemnification and directors’ and officers’ insurance. Mr. Feliciano was also subject to standard confidentiality and non-competition provisions. The foregoing summary of the material terms of Mr. Feliciano’s employment agreement is qualified in its entirety by reference to the full text of the agreement, which was filed previously as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. As noted above, on December 1, 2025, Mr. Feliciano resigned as the Company’s Chief Financial Officer, effective December 15, 2025.
On December 19, 2025, we entered into an employment agreement with Kah Loong Randy Yeo (“Mr. Yeo”), pursuant to which Mr. Yeo was appointed as the Company’s new interim Chief Financial Officer. Pursuant to the Employment Agreement, we agreed to employ Mr. Yeo during the Term (defined below) in the position of interim Chief Financial Officer in which Mr. Yeo will have such duties and responsibilities to the Company as are customary for such a position in companies comparable to the Company and as are reasonably assigned, delegated and determined from time to time by the Company’s CEO and as agreed to by Mr. Yeo. The Term of the Employment Agreement began on December 19, 2025, and will run until such Employment Agreement is terminated by the Company upon fifteen days’ written notice to Mr. Yeo. Mr. Yeo will receive a base salary for all services to be rendered under the Employment Agreement at the rate of $5,000 per month. Mr. Yeo will receive standard employee benefits, and is eligible to receive bonuses and awards pursuant to the Company’s 2022 Equity Incentive Plan. The foregoing summary of the material terms of Mr. Yeo’s employment agreement is qualified in its entirety by reference to the full text of the agreement, which was filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on December 23, 2025.
Management Indemnification Agreements and Insurance
We have separately entered into an indemnification agreement with certain of our directors and executive officers. Each indemnification agreement provides for indemnification to the fullest extent permitted by law and our articles of incorporation and bylaws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our articles of incorporation and bylaws. The form of such indemnification agreement is filed as an exhibit to this report.
We have obtained standard directors and officers liability insurance under which coverage is provided (a) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to us with respect to payments which we may make to such officers and directors pursuant to the indemnification agreements described above or otherwise as a matter of law.
Outstanding Equity Awards at Fiscal Year-End
No executive officer named above had any unexercised options, stock that has not vested or equity incentive plan awards outstanding as
of December 31, 2025.
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Director Compensation
No member of our board of directors received any compensation for his or her services as a director during the fiscal year ended December 31, 2025.
Toppoint Holdings Inc. 2022 Equity Incentive Plan
On October 1, 2022, we established the Toppoint Holdings Inc. 2022 Equity Incentive Plan. The purpose of the Plan is to grant restricted stock, stock options and other forms of incentive compensation to our officers, employees, directors and consultants. The maximum number of shares of common stock that may be issued pursuant to awards granted under the Plan is 2,250,000 shares. Cancelled and forfeited stock options and stock awards may again become available for grant under the Plan. As of December 31, 2025, 50,000 shares of common stock under the Plan remained available for grant.
The following summary briefly describes the principal features of the Plan and is qualified in its entirety by reference to the full text of the Plan.
Awards that may be granted include: (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards, (e) Performance Share Awards, and (f) Performance Compensation Awards. These awards offer our officers, employees, consultants and directors the possibility of future value, depending on the long-term price appreciation of our Common Stock and the award holder’s continuing service with our company.
Stock options give the option holder the right to acquire from us a designated number of shares of Common Stock at a purchase price that is fixed upon the grant of the option. The exercise price will not be less than the market price of the Common Stock on the date of grant. Stock options granted may be either tax-qualified stock options (so-called “incentive stock options”) or non-qualified stock options.
Stock appreciation rights, or SARs, which may be granted alone or in tandem with options, have an economic value similar to that of options. When a SAR for a particular number of shares is exercised, the holder receives a payment equal to the difference between the market price of the shares on the date of exercise and the exercise price of the shares under the SAR. The exercise price for SARs normally is the market price of the shares on the date the SAR is granted. Under the Plan, holders of SARs may receive this payment — the appreciation value — either in cash or shares of Common Stock valued at the fair market value on the date of exercise. The form of payment will be determined by us.
Restricted shares are shares of Common Stock awarded to participants at no cost. Restricted shares can take the form of awards of restricted stock, which represent issued and outstanding shares of our Common Stock subject to vesting criteria, or restricted stock units, which represent the right to receive shares of our Common Stock subject to satisfaction of the vesting criteria. Restricted shares are forfeitable and non-transferable until the shares vest. The vesting date or dates and other conditions for vesting are established when the shares are awarded.
The Plan also provides for performance compensation awards, representing the right to receive a payment, which may be in the form of cash, shares of Common Stock, or a combination, based on the attainment of pre-established goals.
All of the permissible types of awards under the Plan are described in more detail as follows:
Purposes of Plan: The purposes of the Plan are to attract and retain officers, employees and directors for our company and its subsidiaries; motivate them by means of appropriate incentives to achieve long-range goals; provide incentive compensation opportunities; and further align their interests with those of our stockholders through compensation that is based on our Common Stock.
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Administration of the Plan: The Plan is currently administered by our board of directors and will be administered by our compensation committee once it is established (which we refer to as the administrator). Among other things, the administrator has the authority to select persons who will receive awards, determine the types of awards and the number of shares to be covered by awards, and to establish the terms, conditions, performance criteria, restrictions and other provisions of awards. The administrator has authority to establish, amend and rescind rules and regulations relating to the Plan.
Eligible Recipients: Persons eligible to receive awards under the Plan will be those officers, employees, consultants, and directors of our company and its subsidiaries who are selected by the administrator.
Shares Available Under the Plan: The maximum number of shares of our Common Stock that may be delivered to participants under the Plan is 2,250,000 shares, subject to adjustment for certain corporate changes affecting the shares, such as stock splits. Shares subject to an award under the Plan for which the award is canceled, forfeited or expires again become available for grants under the Plan. Shares subject to an award that is settled in cash will not again be made available for grants under the Plan.
Stock Options:
General. Subject to the provisions of the Plan, the administrator has the authority to determine all grants of stock options. That determination will include: (i) the number of shares subject to any option; (ii) the exercise price per share; (iii) the expiration date of the option; (iv) the manner, time and date of permitted exercise; (v) other restrictions, if any, on the option or the shares underlying the option; and (vi) any other terms and conditions as the administrator may determine.
Option Price. The exercise price for stock options will be determined at the time of grant. Normally, the exercise price will not be less than the fair market value on the date of grant. As a matter of tax law, the exercise price for any incentive stock option awarded may not be less than the fair market value of the shares on the date of grant. However, incentive stock option grants to any person owning more than 10% of our voting stock must have an exercise price of not less than 110% of the fair market value on the grant date.
Exercise of Options. An option may be exercised only in accordance with the terms and conditions for the option agreement as established by the administrator at the time of the grant. The option must be exercised by notice to us, accompanied by payment of the exercise price. Payments may be made in cash or, at the option of the administrator, by actual or constructive delivery of shares of Common Stock to the holder of the option based upon the fair market value of the shares on the date of exercise.
Expiration or Termination. Options, if not previously exercised, will expire on the expiration date established by the administrator at the time of grant. In the case of incentive stock options, such term cannot exceed ten years provided that in the case of holders of more than 10% of our voting stock, such term cannot exceed five years. Options will terminate before their expiration date if the holder’s service with our company or a subsidiary terminates before the expiration date. The option may remain exercisable for specified periods after certain terminations of employment, including terminations as a result of death, disability or retirement, with the precise period during which the option may be exercised to be established by the administrator and reflected in the grant evidencing the award.
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Incentive and Non-Qualified Options. As described elsewhere in this summary, an incentive stock option is an option that is intended to qualify under certain provisions of the Code for more favorable tax treatment than applies to non-qualified stock options. Any option that does not qualify as an incentive stock option will be a non-qualified stock option. Under the Code, certain restrictions apply to incentive stock options. For example, the exercise price for incentive stock options may not be less than the fair market value of the shares on the grant date and the term of the option may not exceed ten years. In addition, an incentive stock option may not be transferred, other than by will or the laws of descent and distribution, and must be exercisable during the holder’s lifetime only by the holder. In addition, no incentive stock option may be granted to a holder that is first exercisable in a single year if that option, together with all incentive stock options previously granted to the holder that also first become exercisable in that year, relate to shares having an aggregate market value in excess of $100,000, measured at the grant date.
Stock Appreciation Rights: Awards of SARs may be granted alone or in tandem with stock options. SARs provide the holder with the right, upon exercise, to receive a payment, in cash or shares of stock, having a value equal to the excess of the fair market value on the exercise date of the shares covered by the award over the exercise price of those shares. Essentially, a holder of a SAR benefits when the market price of the Common Stock increases, to the same extent that the holder of an option does, but, unlike an option holder, the SAR holder need not pay an exercise price upon exercise of the award.
Restricted Stock Awards: Restricted stock awards can also be granted under the Plan. A restricted stock award is a grant of shares of Common Stock or of a right to receive shares in the future. These awards will be subject to such conditions, restrictions and contingencies as the administrator shall determine at the date of grant. Those may include requirements for continuous service and/or the achievement of specified performance goals.
Performance Compensation Awards: A performance compensation award is an award that may be in the form of cash or shares of Common Stock or a combination, based on the attainment of pre-established performance goals and other conditions, restrictions and contingencies identified by the administrator.
Section 162(m) of the Code: Section 162(m) of the Code limits publicly held companies to an annual deduction for U.S. federal income tax purposes of $1.0 million for compensation paid to each of their principal executive officer or principal financial officer and their three highest compensated executive officers (other than the principal executive officer or principal financial officer) determined at the end of each year, referred to as covered employees.
Performance Criteria: Under the Plan, one or more performance criteria will be used by the administrator in establishing performance goals. Any one or more of the performance criteria may be used on an absolute or relative basis to measure the performance of our company, as the administrator may deem appropriate, or as compared to the performance of a group of comparable companies, or published or special index that the administrator deems appropriate. In determining the actual size of an individual performance compensation award, the administrator may reduce or eliminate the amount of the award through the use of negative discretion if, in its sole judgment, such reduction or elimination is appropriate. The administrator shall not have the discretion to (i) grant or provide payment in respect of performance compensation awards if the performance goals have not been attained or (ii) increase a performance compensation award above the maximum amount payable under the Plan.
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Other Material Provisions: Awards will be evidenced by a written agreement, in such form as may be approved by the administrator. In the event of various changes to the capitalization of our company, such as stock splits, stock dividends and similar re-capitalizations, an appropriate adjustment will be made by the administrator to the number of shares covered by outstanding awards or to the exercise price of such awards. The administrator is also permitted to include in the written agreement provisions that provide for certain changes in the award in the event of a change of control of our company, including acceleration of vesting. Except as otherwise determined by the administrator at the date of grant, awards will not be transferable, other than by will or the laws of descent and distribution. Prior to any award distribution, we are permitted to deduct or withhold amounts sufficient to satisfy any employee withholding tax requirements. Our board also has the authority, at any time, to discontinue the granting of awards. The board also has the authority to alter or amend the Plan or any outstanding award or may terminate the Plan as to further grants, provided that no amendment will, without the approval of our stockholders, to the extent that such approval is required by law or the rules of an applicable exchange, increase the number of shares available under the Plan, change the persons eligible for awards under the Plan, extend the time within which awards may be made, or amend the provisions of the Plan related to amendments. No amendment that would adversely affect any outstanding award made under the Plan can be made without the consent of the holder of such award.
Clawback Policy
We have also adopted a Clawback Policy to provide for the recovery of erroneously awarded incentive-based compensation from executive officers in accordance with Section 811 of the NYSE American Company Guide and Rule 10D-1 of the Exchange Act, a copy of which is filed as an exhibit to this report.
The following is a summary of the material terms of the Clawback Policy. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Clawback Policy.
Overview. The Clawback Policy applies to incentive-based compensation received by executive officers, and provides for the recovery of erroneously awarded compensation following an accounting restatement.
Recovery of Erroneously Awarded Compensation. In the event of an accounting restatement, the Compensation Committee will determine the amount of erroneously awarded compensation based on restated financial information. The Committee will issue a demand to each affected executive officer for repayment or return of such compensation. For stock price or total shareholder return-based compensation that cannot be directly recalculated, the Compensation Committee will use a reasonable estimate to determine the amount to be recovered.
Discretion and Enforcement. The Compensation Committee has the discretion to determine the method of recovery, considering relevant circumstances. The Company will pursue all reasonable actions to recover such compensation, including legal measures, and the executive officer may be required to cover associated expenses.
Exceptions to Recovery. The Clawback Policy provides that recovery is not required if the Compensation Committee determines that recovery would be impracticable, and (i) the costs of recovery exceed the amount to be recovered or (ii) if recovery would result in the failure of a tax-qualified retirement plan to meet legal requirements. Documentation must be provided to the NYSE American if an exception is invoked.
Prohibition on Indemnification. The Company is prohibited from indemnifying or insuring any executive officer for amounts clawed back under the Clawback Policy or for claims related to its enforcement. The Clawback Policy supersedes any conflicting agreements whether entered into before, on, or after its effective date.
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Administration and Interpretation. The Compensation Committee administers and interprets the Clawback Policy. Its determinations are final and binding.
Scope and Applicability. The Clawback Policy applies to all current and former executive officers who received incentive-based compensation during the three completed fiscal years or other applicable period preceding an accounting restatement. It also binds executive officers’ heirs and legal representatives as required by applicable law.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 23, 2026, by (i) each of our named executive officers, current executive officers, and directors; (ii) all of our executive officers and directors as a group; and (iii) each person who is known by us to beneficially own more than 5% of our common stock. The information below is based on 19,700,000 shares of our common stock outstanding as of March 23, 2026.
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Under those rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power, and also any shares which the person has the right to acquire within 60 days of March 23, 2026, through the exercise or conversion of any stock option, convertible security, warrant or other right. Except as set forth below, each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock.
| Name of Beneficial Owner | Number of Shares | Percent of Class(1) | ||||||
| Directors and Executive Officers(2) | ||||||||
| Hok C Chan(3) | 3,900,000 | 19.797 | % | |||||
| Jimmy M. Wong | - | * | ||||||
| Tan Ying Lo | - | * | ||||||
| Florence Ng | - | * | ||||||
| Chung Ming Bruce Hui | - | * | ||||||
| Anthony Kwong | - | * | ||||||
| Kah Loong Randy Yeo | - | * | ||||||
| All executive officers and directors (7 persons) | 3,900,000 | 19.797 | % | |||||
| Other Principal Shareholders | ||||||||
| Heung Ling Chan(4) | 5,700,000 | 28.934 | % | |||||
| Inter Skyway Limited(5) | 1,200,000 | 6.091 | % | |||||
| Cullinan Investor Ltd(6) | 1,200,000 | 6.091 | % | |||||
| Bravion Global Limited(7) | 1,200,000 | 6.091 | % | |||||
| * | Less than 1% |
| (1) | Based on 19,700,000 shares of common stock issued and outstanding as of March 23, 2026. |
| (2) | Except as otherwise indicated, the business address of our directors and executive officers is 1250 Kenas Road, North Wales, PA, 19454. |
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| (3) | Heung Ling Chan’s address is 33/C Block 18, Laguna Verde, Hong Hom, Kowloon, Hong Kong. |
| (4) | Represents 1,200,000 shares of common stock held by Inter Skyway Limited, a limited liability company incorporated under the laws of Hong Kong. The address of Inter Skyway Limited is RM A27, 24/F, REGENT’S PARK, PRINCE, INDUSTRIAL BUILDING 706 PRINCE EDWARD, ROAD EAST, KOWLOON, HONG KONG. |
| (5) | Represents 1,200,000 shares of common stock held by Cullinan Investor Ltd, a limited liability company incorporated under the laws of British Virgin Islands. The address of Cullinan Investor Ltd is AEGIS CHAMBERS, 1ST FLOOR, ELLEN SKELTON BUILDING, 3076 SIR FRANCIS DRAKE’S HIGHWAY, ROAD TOWN, TORTOLA VG1110, BRITISH VIRGIN ISLANDS. |
| (6) | Represents 1,200,000 shares of common stock held by Bravion Global Limited, a limited liability company incorporated under the laws of British Virgin Islands. The address of Bravion Global Limited is INTERSHORE CHAMBERS, ROAD TOWN, TORTOLA, BRITISH VIRGIN ISLANDS. |
Changes in Control
We do not have any arrangements known to us the operation of which may at a subsequent date result in a change in control of the Company.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth certain information about the securities authorized for issuance under compensation plans (including individual compensation arrangements) under which equity securities of the Company are authorized for issuance as of December 31, 2025.
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted- average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||||
| Equity compensation plans approved by security holders(1) | - | - | 50,000 | |||||||||
| Equity compensation plans not approved by security holders | - | - | - | |||||||||
| Total | - | - | 50,000 | |||||||||
| (1) | On October 1, 2022, we established the Toppoint Holdings Inc. 2022 Equity Incentive Plan and reserved 2,250,000 shares of common stock for issuance under the Plan. The Plan was established to advance our interests and the interests of our stockholders by providing an incentive to attract, retain and reward persons performing services for us and by motivating such persons to contribute to our growth and profitability. Under the Plan, we may grant restricted stock, stock options and other forms of incentive compensation to our officers, employees, directors and consultants. The maximum number of shares of common stock that may be issued pursuant to awards granted under the Plan is 2,250,000 shares. Cancelled and forfeited stock options and stock awards may again become available for grant under the Plan. The Plan and all awards granted under the Plan are intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan and all awards agreements shall be interpreted and administered to be in compliance therewith. For a further description of the Plan, see “Item 11. Executive Compensation—Toppoint Holdings Inc. 2022 Equity Incentive Plan.” |
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Transactions with Related Persons
The following includes a summary of transactions during the past two fiscal years, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Item 11. Executive Compensation” above). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.
| ● | The Company leases office space from Yu Ching Su, a relative of Mr. Hok C Chan, at 1900 N. Bayshore Drive, Unit No. 2301, Miami Beach, FL, 33141, with an area of 1,378 square feet, for use as office space. The lease term is from October 2022 to October 2025. The rent expense for this lease amounted to $75,000 and $100,000 for the years ended December 31, 2025 and 2024, respectively. In accordance with the lease agreement, the Company prepaid $300,000 to the related party for the entire amount of lease payments due under the three-year lease during year ended December 31, 2022. A copy of the lease agreement is filed as an exhibit to this report. This lease has expired in October, 2025 and has since not been renewed. |
| ● | On January 1, 2023, the Company entered into a Services Agreement with 4 John Trucking, a Pennsylvania corporation controlled by John Feliciano III, our former Chief Financial Officer and a director, pursuant to which 4 John Trucking provided certain administrative and operational services to us, in consideration of 750,000 shares of common stock of our company which was effected through a transfer of such shares from Hok C Chan to John Feliciano III on January 1, 2024. On February 28, 2024, the Company entered into a Rescission Agreement with 4 John Trucking, pursuant to which the Company and 4 John Trucking agreed to rescind, ab initio, the transfer of 750,000 shares from Mr. Hok C. Chan to Mr. John Feliciano III as contemplated in the foregoing Services Agreement, dated January 1, 2023, by and between the Company and 4 John Trucking. |
| ● | During the year ended December 31, 2024, the Company recorded advances from the Company to Mr. Hok C Chan, and the entire balance were reclassed and recorded as compensation in the amount of $393,775 which resulted from the Company waiving the repayment of such amount, as well as additional advances and related taxes through December 31, 2024. |
| ● | On January 1, 2024, we entered into a new Services Agreement (the “2024 Services Agreement”) with 4 John Trucking, pursuant to which 4 John Trucking (an entity owned by the former Chief Financial Officer) agreed to continue to provide certain administrative and operational services to us, in consideration of a monthly fee equal to 10% of the total amount of accounts payable of the Company processed by 4 John Trucking during the previous month. A copy of this Services Agreement is filed as an exhibit to this report. During the years ended December 31, 2024 and 2025, we paid 4 John Trucking a service fee of $147,733 and $0, respectively, under the 2024 Services Agreement.
For the years ended December 31, 2025 and 2024, the Company paid the former Chief Financial Officer $423,489 and $339,454, respectively, for equipment rent related expenses. All the fees and expenses were recorded as cost of revenue-related parties on the accompanying consolidated statements of operations. For the year ended December 31, 2024, the Company paid total of $1,477,327 to 4 John Trucking of which, $339,454 for rent related expense and $147,733 for service fee earned with the remaining balance was settlement of accounts payable. |
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| ● |
On July 1, 2024, we issued Hok C Chan a promissory note for advances he may provide to us from time to time, including an initial advance of $600,000. The promissory note bears an annual interest rate of 36.88%, increasing to 55% per annum after maturity, and outstanding amounts are due 90 days after the delivery of each respective advance to the Company or the respective direct payment to the Company’s creditor(s). In November 2024, Hok C Chan advanced an additional $500,000 to the Company under the promissory note. On July 7, 2025, the Company made a principal repayment approximately of $1 million to Hok C Chan. The two advances have been primarily paid as of the date of this report and are accruing interest at a rate of 55% per annum. The Company and Mr. Chan have continued to mutually agree to extend the repayment terms of the outstanding balances from time to time. As such, the Company does not consider the borrowings to be in default. As of December 31, 2025, the outstanding loan balance due to Hok C Chan was $84,487. Interest expense on such amount was $324,221 and $134,183 for the years ended December 31, 2025 and 2024, respectively, and was accrued and included in accounts payable and accrued expenses on the accompanying consolidated balance sheet.
On December 3, 2025, December 19, 2025, and January 27, 2026, we entered into three separate share purchase agreements with three investors and Hok C. Chan, the Chief Executive Officer, as the seller. Pursuant to these agreements, the investors purchased an aggregate of 3,600,000 shares of our common stock from Mr. Chan, and the Company agreed to provide to the investors the right to purchase its pro rata portion of any new shares that the Company may from time to time propose to issue or sell to any person. |
| ● |
For the years ended December 31, 2025 and 2024, the Company paid $1,006,035 and $628,200, respectively, to a related party (family member of the Chief Executive Officer) for various services related to the dispatch of the independent truck drivers. These service fees were recorded as cost of revenue-related parties on the accompanying consolidated statements of operations. The Company also prepaid an additional $75,000 as an advance payment for dispatch services to be provided in 2026.
Additionally, during the year ended December 31, 2025, the Company paid $500,000 to such related party for a deposit on the purchase of truck chassis. Subsequent to December 31, 2025, the Company was notified that a return of the deposit will be imminent in the near future. As of the date of this Form 10-K, the deposit has not been returned. |
| ● | We rent our principal executive office at 1250 Kenas Road, North Wales, PA 19454 from Hok C Chan, our Chief Executive Officer and Chairman, for a monthly rent of $5,500, with a term commencing on March 1, 2025 and ending on March 1, 2027. The rent expense for this lease amounted to $55,000 for the year ended December 31, 2025. The lease agreement for this lease is filed as an exhibit to this report. |
Director Independence
Jimmy M. Wong, Tan Ying Lo, Florence Ng, Chung Ming Bruce Hui, and Anthony Kwong each serves on our board of directors as an “independent director” and satisfies the “independence” requirements of NYSE American’s rules.
Independent Directors
The NYSE American’s rules generally require that a majority of an issuer’s board of directors consist of independent directors. As of the date of this Report, board of directors consisted of six directors, five of whom, Jimmy M. Wong, Tan Ying Lo, Florence Ng, Chung Ming Bruce Hui, and Anthony Kwong, have each been determined by our board of directors to be an “independent director” within the meaning of the NYSE American’s rules, and one of whom, Hok C Chan, has not been determined by our board of directors to be an “independent director” within the meaning of the NYSE American’s rules. For discussion of compensation and indemnification arrangements with our independent directors for services performed as members of our board of directors, see “Item 11. Executive Compensation – Director Compensation” , which is incorporated by reference herein.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Independent Auditors’ Fees
The aggregate fees billed to the Company by TAAD LLP and Golden Eagle CPAs LLC, the Company’s principal registered public accounting firms performing services in connection with engagements for which independence is required (each, the “principal accountant”), for the indicated services for each of the last two fiscal years were as follows:
| Year Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Audit Fees | ||||||||
| -TAAD LLP | $ | - | $ | 234,311 | ||||
| -Golden Eagle CPAs LLC | 175,000 | |||||||
| Audit-Related Fees | - | |||||||
| Tax Fees | - | |||||||
| All Other Fees | - | |||||||
| Total | $ | 175,000 | $ | 234,311 | ||||
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As used in the table above, the following terms have the meanings set forth below.
Audit Fees
Audit fees consist of aggregate fees billed for each of the last two fiscal years for professional services performed by the Company’s principal accountant for the audit of the financial statements included in our Annual Report on Form 10-K and review of the financial statements included in our quarterly Form 10-Q filings, reviews of registration statements and issuances of consents, and services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.
Audit-Related Fees
Audit-related fees consist of aggregate fees billed for each of the last two fiscal years for assurance and related services performed by the Company’s principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the paragraph captioned “Audit-Fees” above. We did not engage our principal accountant to provide assurance or related services during the last two fiscal years.
Tax Fees
Tax fees consist of aggregate fees billed for each of the last two fiscal years for professional services performed by the Company’s principal accountant with respect to tax compliance, tax advice, tax consulting and tax planning. We did not engage our principal accountant to provide tax compliance, tax advice or tax planning services during the last two fiscal years.
All Other Fees
All other fees consist of aggregate fees billed for each of the last two fiscal years for products and services provided by the Company’s principal accountant, other than for the services reported under the headings “Audit Fees,” “Audit-Related Fees” and “Tax Fees” above. We did not engage our principal accountant to render services to us during the last two fiscal years, other than as reported above.
Pre-Approval Policies and Procedures
The Audit Committee has reviewed and approved, or the board of directors of the Company has reviewed and approved by unanimous written consent, all fees earned in 2025 and 2024 by the Company’s principal accountant, and actively monitored the relationship between audit and non-audit services provided. The Audit Committee and the board of directors have concluded that the fees earned by the principal accountant were consistent with the maintenance of the principal accountant’s independence in the conduct of its auditing functions.
The Company’s principal accountant did not provide, and the Audit Committee or the board of directors of the Company did not approve, any of the services described under “—Tax Fees”, “—Audit-Related Fees”, or “—All Other Fees” above for either of the last two fiscal years.
The Audit Committee annually considers the provision of audit services. The Audit Committee must pre-approve all services provided and fees earned by the Company’s principal accountant. The Audit Committee has established pre-approval policies and procedures that are detailed as to the particular service, that require that the Audit committee be informed of each service, and that do not include delegation of the Audit Committee’s responsibilities under the Exchange Act to management. The pre-approval policies and procedures provide only for defined audit services and, if any, specified audit-related fees, tax services, and other services, and may impose specific dollar value limits for the fees for pre-approved services. The Audit Committee also considers on a case-by-case basis specific engagements that are not otherwise pre-approved under the pre-approval policies and procedures or that materially exceed pre-approved fee amounts. On an interim basis, any proposed engagement that does not fit within the definition of a pre-approved service may be presented to a designated member of the Audit Committee for approval and to the full Audit Committee at its next regular meeting.
The percentage of hours expended on the Company’s principal accountant’s engagement to audit the Company’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was not greater than 50%.
69
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.
(a) List of Documents Filed as a Part of This Report:
(1) Index to Financial Statements:
(2) Index to Financial Statement Schedules:
All schedules have been omitted because the required information is included in the financial statements or the notes thereto, or because it is not required.
(3) Index to Exhibits:
See exhibits listed under “—(b) Exhibits” below.
(b) Exhibits:
70
71
| 97 | Clawback Policy (incorporated by reference to Exhibit 99.7 to the registration statement on Form S-1 filed on August 12, 2024) | |
| 99.1 | Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the registration statement on Form S-1 filed on August 12, 2024) | |
| 99.2 | Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the registration statement on Form S-1 filed on August 12, 2024) | |
| 99.3 | Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.3 to the registration statement on Form S-1 filed on August 12, 2024) | |
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 (the cover page XBRL tags are embedded within the iXBRL document). |
| † | Executive compensation plan or arrangement |
| * | Filed herewith. |
| ** | Furnished herewith |
ITEM 16. FORM 10-K SUMMARY.
None.
72
CONSOLIDATED FINANCIAL STATEMENTS
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and
Stockholders of Toppoint Holdings Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Toppoint Holdings Inc. as of December 31, 2025, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ | |
| We have served as the Company’s auditor since 2025. | |
| March 25, 2026 | |
F-2
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Toppoint Holdings Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying balance sheets of Toppoint Holdings, Inc (the Company) as of December 31, 2024 and 2023, the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024 and 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Emphasis of a Matter – Subsequent Events
Without qualifying our opinion, we draw attention to Note 13 to the financial statements (Subsequent events). The Company completed public offering on January 23, 2025, with proceeds of $10,000,000. On January 27, 2025, the Company entered into a loan receivable agreement with and advanced $6,000,000 to Golden Bridge Capital Management (“Golden”) operating in a non-OECD country. In addition, the Company modified the loan receivable agreement with Golden on April 7, 2025.
/s/ TAAD, LLP
We have served as the Company’s auditor since 2022.
Diamond Bar, California
April 15, 2025
F-3
TOPPOINT HOLDINGS INC.
Consolidated Balance Sheets
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Contract assets | ||||||||
| Deferred offering costs | ||||||||
| Prepaid expenses–related party | ||||||||
| Loan receivable, current | ||||||||
| Interest receivable from loan receivable | ||||||||
| Total Current Assets | ||||||||
| Other Assets | ||||||||
| Property and equipment, net | ||||||||
| Deposit on property and equipment – related party | ||||||||
| Intangible asset, net | ||||||||
| Loan receivable, non-current | ||||||||
| Right-of-use asset, net | ||||||||
| Right-of-use asset, net– related parties | ||||||||
| Security deposit | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Deferred revenue | ||||||||
| Income taxes payable | ||||||||
| Loans payable, current maturities | ||||||||
| Related party loan | ||||||||
| Lease liability, current maturities | ||||||||
| Lease liability, current maturities – related parties | ||||||||
| Total Current Liabilities | ||||||||
| Loans payable, net of current maturities | ||||||||
| Lease liability, net of current maturities | ||||||||
| Lease liability, net of current maturities – related parties | ||||||||
| Deferred tax liability | ||||||||
| Total Liabilities | ||||||||
| Commitment and contingencies | ||||||||
| Shareholders’ Equity | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| (Accumulated Deficit) Retained earnings | ( | ) | ||||||
| Total Shareholders’ Equity | ||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
TOPPOINT HOLDINGS INC.
Consolidated Statements of Operations
| For The Year Ended December 31, 2025 | For The Year Ended December 31, 2024 | |||||||
| Revenue | ||||||||
| Non-related revenue | $ | $ | ||||||
| Total revenue | ||||||||
| Costs and expenses | ||||||||
| Costs of revenue | ||||||||
| Costs of revenue – related parties | ||||||||
| General and administrative expenses | ||||||||
| Total cost and expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (expense) income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Loss on disposal | ( | ) | ||||||
| Other income | ||||||||
| Total other income, net | ||||||||
| (Loss) income before income taxes | ( | ) | ||||||
| Provision for (benefit from) income taxes: | ||||||||
| Current | ||||||||
| Deferred | ( | ) | ( | ) | ||||
| ( | ) | ( | ) | |||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Basic and diluted net (loss) income per share attributed to common stockholders | $ | ( | ) | $ | ||||
| Weighted Average Number of Shares Outstanding - Basic and Diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
TOPPOINT HOLDINGS INC.
Consolidated Statements of Shareholders’ Equity
| Common Stock | Additional Paid-in | Retained Earnings (Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit) | Equity | ||||||||||||||||
| Balance – January 1, 2025 | $ | $ | $ | $ | ||||||||||||||||
| Issuance of Common Stock | ||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance – December 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common Stock | Additional Paid-in | Retained | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||
| Balance – January 1, 2024 | $ | $ | $ | $ | ||||||||||||||||
| Net income | - | |||||||||||||||||||
| Balance – December 31, 2024 | $ | $ | $ | $ | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
TOPPOINT HOLDINGS INC.
Consolidated Statements of Cash Flows
| For The Year Ended December 31, 2025 | For The Year Ended December 31, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile from net (loss) income to net cash used in operating activities: | ||||||||
| Amortization of right-of-use assets | ||||||||
| Bad debt expense | ||||||||
| Loss on disposal | ||||||||
| Deferred compensation | ||||||||
| Depreciation | ||||||||
| Deferred taxes | ( | ) | ( | ) | ||||
| Amortization of intangible assets | ||||||||
| Amortization of debt issuing cost | ||||||||
| Stock-based compensation | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Contract assets | ( | ) | ||||||
| Prepaid expenses | ||||||||
| Prepaid expense-related party | ( | ) | ||||||
| Interest receivable from loan receivable | ( | ) | ||||||
| Security deposit | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Income taxes payable | ( | ) | ( | ) | ||||
| Deferred revenue | ( | ) | ||||||
| Lease liability | ( | ) | ( | ) | ||||
| Lease liability – related party | ( | ) | ||||||
| Net cash used for operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Payment of loan receivable | ( | ) | ||||||
| Repayment from loan receivable | ||||||||
| Purchase of intangible assets | ( | ) | ||||||
| Deposit on property and equipment – related party | ( | ) | ||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Deferred offering costs | ( | ) | ||||||
| Proceeds from loan payable | ||||||||
| Proceeds from loan payable-related party | ||||||||
| Repayments of loan payable | ( | ) | ||||||
| Repayments of loan payable-related party | ( | ) | ||||||
| Debt issuance costs paid | ( | ) | ||||||
| Issuance of common stock, net of issuance cost | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
Cash, beginning of year | ||||||||
Cash, end of year | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the year for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
TOPPOINT HOLDINGS INC.
Notes to Consolidated Financial Statements
NOTE 1: NATURE OF OPERATIONS
Nature of Operations
In these notes, the terms “it”, “its”, the “Company” refer to Toppoint Holdings Inc. The Company was incorporated during August 2022 in the State of Nevada. During September 2022, the Company entered into a Share Exchange Agreement with Toppoint, Inc. and its sole stockholder and Chief Executive Officer of the Company, Hok C. Chan (“Former Owner”), pursuant to which the sole stockholder exchanged all common stock in Toppoint, Inc. for
On June 4, 2025, the Company established a wholly-owned subsidiary, Topp Metals Inc., which was incorporated under the provisions of the Pennsylvania Business Corporation Law of 1988, with its registered office located in Lansdale, Pennsylvania. As of the date of these financial statements released, Topp Metals Inc. has no business activities.
The Company is a truckload services and solutions provider focused on the recycling export supply chain. The Company has become a key player in the New Jersey and Pennsylvania regional trucking market for waste paper. In addition to waste paper, the Company’s portfolio also includes the shipment of scrap metal and wooden logs from large waste companies, recycling centers and commodity traders to the ports of Newark, NJ and Philadelphia, PA. The Company also provide import transportation services at the ports of Newark and Philadelphia, under which we transport cargo-filled containers from the ports to our customers’ designated delivery locations. The Company continue to expand their footprints domestically and internationally and have ventured into the recycling export transport markets in Tampa, Jacksonville, and Miami, FL, and Baltimore, MD, in 2023, and Ensenada, Mexico in 2024, and Houston, Texas in 2025.
Basis of Presentation and Preparation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”).
Principals of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Toppoint, Inc. and Topp Metals Inc. All intercompany balances and transactions are eliminated.
F-8
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of estimated credit loss of accounts receivables, valuation of long-lived assets (including property and equipment and intangible assets), estimates used in lease accounting and valuation of deferred tax assets. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash
The Company’s cash is maintained at financial institutions in the United States of America. Deposits in these financial institutions may, from time to time, exceed the Federal Deposit Insurance Corporation (“FDIC”)’s federally insured limits. The standard insurance amount is $
Accounts Receivable, net
Accounts receivable represent revenue earned for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and adjusted for amounts management expects to collect from balances outstanding at period-end. The Company adopt the current expected credit loss model (“CECL model”) to estimate the expected credit losses, which is determined by multiplying the probability of default. The Company estimates the allowance for credit loss based on an analysis of specific accounts and an assessment of the customer’s ability to pay, among other factors. The allowance for credit losses was $
Property and Equipment
Property and equipment are recorded at cost, less accumulated depreciation. The Company provides for depreciation on a straight-line basis over the estimated useful lives of the assets. Equipment is depreciated over its useful life of
Intangible Assets
Intangible assets consist of internally developed software in the amount of $
Long-lived Assets
In accordance with ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset, current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset compared to the estimated future undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss equal to the excess of the carrying value over the assets fair market value is recognized when the carrying amount exceeds the undiscounted cash flows.
F-9
The impairment loss is recorded as an expense and a direct write-down of the asset. impairment loss was recorded for the years ended December 31, 2025 and 2024.
Deferred Offering Costs
Deferred offering costs represents specific incremental costs incurred by the Company directly attributable to a proposed offering of securities. These amounts have been deferred and will be charged against the gross proceeds of the offering. These offering costs include fees paid to underwriters, attorneys, accountants as well as printers and other third parties directly related to the offering. Costs such as management salaries or other general administrative expenses that are not incremental to the offering are not included in the deferred costs. Deferred offering costs amounted to $
Debt Issuance Costs
Debt issuance cost related to a recognized debt liability is presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. Amortization of debt origination costs is calculated using the effective interest method and is included as a component of interest expense.
Revenue Recognition
The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting Standards Board (“FASB”) – Accounting Standards Codification 606 “Revenue From Contracts With Customers” (“ASC 606”), which has established a five-step process to govern contract revenue and satisfy each element is as follows: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as you satisfy a performance obligation. The Company records the revenue once all the above steps are completed and services are performed.
The Company’s contracts with customers only include one performance obligation, which is to provide the delivery of truckload services. Revenue is recognized in the gross amount at a point in time when the service is completed and the benefit of our services has been transferred to the customer. This has been determined to be when the goods are delivered to its final destination point. At this point in time, the Company has a present right to payment, and the performance obligation has been met. It is not until delivery is completed, that the Company completed its performance obligation. The customer is not simultaneously receiving and consuming the benefit of the performance until the delivery to its final destination. The Company has determined that during transit, which is typically within twenty four hours, it would be impractical for another entity to complete its performance obligation due to various circumstances which would not lend it to be feasible. Additionally, every performance obligation of the Company is related to a unique order number between the customer and the final destination point. If that specific order cannot be completed, the Company or another provider would need to go through a process change of receiving a new order number due to homeland security and customs restrictions which results in the customer not simultaneously receiving benefits during transit time. The Company is primarily responsible for fulfilling the promise to provide the specified service to its customers. In addition, the Company has discretion in establishing the price for the specified services and bears risk of loss of goods until delivery is completed. Transport time from pick up to the delivery of truckloads is typically within the same day. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for those services. Because revenue is recognized at the point in time services are sold to customers, there are no contract liability balances except for when an amount is billed before the service is performed, however there may be contract asset balances for any services provided that were not billed. The Company’s revenue recognition is the same for whether the Company engages independent contractors or its brokerage model for owner operators.
F-10
Disaggregation of Revenue
The Company’s revenue is principally derived from providing truckload services focused on the recycling export supply chain.
The Company disaggregates their revenue by the type of commodity, as shown below for the years ended December 31, 2025 and 2024.
| December 31, 2025 | December 31, 2024 | |||||||
| Commodity | ||||||||
| Paper | $ | $ | ||||||
| Import | ||||||||
| Metal | ||||||||
| Log | ||||||||
| Plastic | ||||||||
| $ | $ | |||||||
Contract Assets and Contract Liabilities
Contract assets include unbilled amounts from services which have been provided and revenue recognized. Contract asset balances amounted to $
Contract liabilities include amounts billed and collected before any service is performed. Contract liabilities amounted to $
Costs of revenue
Costs of revenue includes all directly related costs to deliver our services, which includes independent contractor drivers, insurance, truck maintenance costs, equipment rental, parking rent expense, dispatch service fees, depreciation and amortization and other directly related costs. Such costs are expensed as incurred.
Other income
Other income consists of other income which does not fall under the guidance of ASC 606 during the year ended December 31, 2024. Such amounts were determined to not be under the guidance of ASC 606 because they do not represent an output of the Company’s ongoing or major operations. The amounts were from the sale of scrap material which is a one-time service the Company does not currently perform in. Additionally, other income for the year ended December 31, 2024, included $
F-11
Related Party Transactions
The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards.
Parties, which can be a corporation or individual, are related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Transactions between related parties commonly occurring in the normal course of business are related party transactions. Transactions between related parties are also considered to be related party transactions even though they may not be given accounting recognition. While ASC does not provide accounting or measurement guidance for such transactions, it nonetheless requires their disclosure.
Share-based compensation
The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, including non-employee directors, the fair value of a stock option award is measured on the grant date. The fair value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award. Stock-based compensation expense to employees and all directors are reported within payroll and related expenses in the consolidated statements of operations. Stock-based compensation expense to non-employees is reported within marketing and business development expense in the consolidated statements of operations.
Fair Value of Financial Instruments
The Company applies the fair value measurement accounting standard in accordance with ASC 820-10, “Fair Value Measurements and Disclosures,” whenever other accounting pronouncements require or permit fair value measurements. Fair value is defined in ASC 820-10 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. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels (Level 1 is the highest priority and Level 3 is the lowest priority):
| ● | Level 1 — Observable inputs that reflect quoted prices for identical assets or liabilities in active markets. |
| ● | Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, or other observable inputs that can be corroborated by observable market data. |
| ● | Level 3 — Unobservable inputs that are not supported by market data. Unobservable inputs are developed based on the best information available, which might include the Company’s own data. |
Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, , prepaid expenses and other current assets, loans payable, accounts payable and accrued expenses and other current liabilities and deferred revenue approximate the fair value of the respective assets and liabilities as of December 31, 2025 and 2024 based upon the short-term nature of the assets and liabilities.
F-12
The Company believes that the carrying amount of loan receivable-noncurrent and loans payable-noncurrent approximates its fair value at December 31, 2025 and 2024 based on the terms of the borrowings and current market rates as the rates of the borrowings are reflective of the current market rates.
Income Taxes
The Company accounts for income taxes utilizing the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted.
The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.
The Company evaluates uncertain income tax positions taken or expected to be taken in a tax return for recognition in its consolidated financial statements. The Company was not required to recognize any amounts from uncertain tax positions for the year ended December 31, 2025, and 2024. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof, as well as other factors. Generally, federal, state and local authorities may examine the Company’s tax returns for
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, the restoration of
Earnings (Loss) Per Share
The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings (loss) per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants, options, and restricted stock units. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2025 and 2024, the Company had potentially dilutive securities.
Segment Information
An operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief financial officer, the Company’s chief operating decision maker (the “CODM”) has been identified as the Chief Executive Officer (“CEO”) in order to allocate resources and assess the performance of the segment.
In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM or decision-making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s CODM for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the CODM, reviews operating results by the revenue of different products. Based on management’s assessment, the Company has determined that it has operating segment.
F-13
Recent Accounting Pronouncements
In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This update clarified that the disaggregation requirements of ASU 2024-03 are effective for public business entities for annual periods beginning after December 15, 2026. The adoption of this clarification had no impact on the Company’s financial position or results of operations.
In March 2025, the FASB issued ASU 2025-02—Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. The amendments in this Update are effective immediately and on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company is currently evaluating the effect of adoption of this standard to its consolidated financial statements and disclosures.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquirer in the Acquisition of a Variable Interest Entity. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting period within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation (Topic 18) and Revenue from contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim reporting period within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not been issued or made available for issuance. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
Reclassification:
Certain prior year operating expenses have been reclassified to cost of revenue to conform with the current year’s presentation. These reclassification were made for comparative purpose and had no effect on the previous reported total assets, liabilities or net income.
NOTE 3: LIQUIDITY
The Company incurred a net loss of $
Currently, the Company is working to improve its liquidity and capital sources. In order to fully implement its business plan and sustain continued growth, the Company may need additional cash resources in the future if the Company experiences changed business conditions or other developments and may also need additional cash resources in the future. The Company is in the process of discussing working capital and financing through various lenders and financial institutions. At the present time, however, the Company does not have commitments of funds from any lenders or potential investors.
NOTE 4: ACCOUNTS RECEIVABLE, NET
Accounts receivable, net, consisted of the following at December 31, 2025 and 2024
| As of December 31, 2025 | As of December 31, 2024 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for credit loss | ( | ) | ( | ) | ||||
| $ | $ | |||||||
F-14
The movement of allowance for credit losses is as follows:
| As of December 31, 2025 | As of December 31, 2024 | |||||||
| Beginning balance | $ | $ | ||||||
| Additions (recovery) of allowance for credit loss | ||||||||
| Ending balance | $ | $ | ||||||
As of the issuance date of this Form 10-K, the Company has collected approximately $
NOTE 5: LOAN RECEIVABLE
On January 27, 2025, the Company entered into a loan receivable agreement with Golden Bridge Capital Management Limited (“Golden”), whereas the Company lent Golden $
The Golden loan receivable was amended on April 7, 2025, to amend the payment terms and interest as follows: payments to be made are a minimum of $
NOTE 6: PROPERTY AND EQUIPMENT, NET AND INTANGIBLE ASSETS, NET
Property and equipment, net, consist of the following:
| December 31, 2025 | December 31, 2024 | Useful Life | ||||||||
| Leasehold improvements | $ | $ | ||||||||
| Equipment* | ||||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||||
| Property and Equipment, net | $ | $ | ||||||||
| * |
Depreciation expense amounted to $
Intangible assets, net, consist of the following:
| December 31, 2025 | December 31, 2024 | |||||||
| Software development | $ | $ | ||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Software development, net | $ | $ | ||||||
Amortization expense amounted to $
The following table represents the total estimated amortization of intangible assets for the succeeding years:
| Estimated | ||||
| amortization | ||||
| For the year ending December 31: | expense | |||
| 2026 | $ | |||
| 2027 | ||||
| $ | ||||
F-15
NOTE 7: LOANS PAYABLE
Loans payable is summarized as follows:
| Description | Loan Date | Loan Amount | Interest Rate | Maturity Date | Remaining Principal Balance as of December 31, 2025 | Remaining Principal Balance as of December 31, 2024 | ||||||||||||||
| Maxus Machinery* | $ | % | $ | $ | ||||||||||||||||
| Economic Injury Disaster Loan (“EIDL”)** | $ | % | ||||||||||||||||||
| M&T Term Loan*** | $ | % | ||||||||||||||||||
| Less current maturities | ||||||||||||||||||||
| Less unamortized debt issuance cost | ||||||||||||||||||||
| $ | $ | |||||||||||||||||||
| * | |
| ** |
| *** |
Interest expense on loans payable mentioned above amounted to $
At December 31, 2025, combined scheduled maturities of the outstanding debt are as follows:
| For the Periods Endings: | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| $ | ||||
F-16
NOTE 8: LEASES
The Company leases an office, parking area and automobiles under non-cancelable operating lease agreements. The leases have remaining lease terms ranging from to
Supplemental balance sheet information related to leases is as follows:
| Balance Sheet Location | December 31, 2025 | December 31, 2024 | ||||||
| Operating Leases | ||||||||
| Right-of-use assets, net | $ | $ | ||||||
Right-of-use assets – related parties, net | ||||||||
| Lease liability, current maturities | ( | ) | ( | ) | ||||
Lease liability, current maturities – related parties | ( | ) | ||||||
| Lease liability, net of current maturities | ( | ) | ( | ) | ||||
Lease liability, net of current maturities – related parties | ( | ) | ||||||
| Total operating lease liabilities | $ | ( | ) | $ | ( | ) | ||
| Weighted Average Remaining Lease Term | ||||||||
| Operating leases | ||||||||
| Weighted Average Discount Rate | ||||||||
| Operating leases | % | % | ||||||
The Company calculated the implicit rate on the automobile lease with information contained in the respective leases. Based upon the lease agreements, the Company was able to calculate such amount. As the office lease did not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments, which is reflective of the specific term of the leases and economic environment of each geographic region.
The Company’s leased automobile is currently used for promotional services. These leases often contain large material upfront downpayments due to the fact that they are expensive automobiles which are necessary for business development.
The Company’s has entered into two office leases with related parties, which are the chief executive officer and a family member of the chief executive officer.
Anticipated future lease costs, which are based in part on certain assumptions to approximate minimum annual rental commitments under non-cancelable leases, are as follows:
| Period Ending December 31, | Operating | |||
| 2026 | $ | |||
| 2027 | ||||
| Total lease payments | ||||
| Less: Imputed interest | ||||
| Present value of lease liabilities | $ | |||
Total lease expense for leases accounted for under ASC 842 amounted to $
F-17
The Company has various other leases which do not fall under the guidance of ASC 842, primarily because there is not an identified asset. Such leases are not included in any amounts noted above.
NOTE 9: COMMITMENTS AND CONTINGENCIES
Litigation Costs and Contingencies
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results besides the litigation listed below.
| (1) | Trend Intermodal Chassis Leasing LLC (“Trend”) filed a lawsuit against Toppoint Inc. in the Superior Court of New Jersey on August 16, 2024, alleging breach of contract under a Master Equipment Lease Agreement and Lease for intermodal chassis and GPS units. Trend claimed that Toppoint failed to make timely rental payments and return the leased equipment, despite repeated demands. Trend sought at least $ |
| (2) | On January 12, 2024, two drivers, Rainey Mejia Rodriguez and Frank Santana Rodriguez (the “plaintiffs”), filed a class action lawsuit against Toppoint Inc, and certain other parties, including Hok C. Chan, in the Superior Court of New Jersey, Essex County, alleging misclassification of truck drivers as independent contractors rather than employees. The plaintiffs seek to represent a class of similarly situated individuals who provided services in New Jersey from January 2018 through the date of the complaint. The complaint asserted violations of the New Jersey Wage Payment Law and the New Jersey Wage and Hour Law, including claims of unlawful wage deductions and failure to pay overtime. The plaintiffs sought compensatory damages, treble and/or liquidated damages, attorneys’ fees, and injunctive relief, without specifying a dollar amount of damages. On July 27, 2024, August 26, 2024, and November 22, 2024, the Court issued multiple orders dismissing the case for lack of prosecution. Upon a motion to reinstate the case filed on January 15, 2025 by the plaintiffs, the Court reinstated the case on January 31, 2025. On May 1, 2025, Toppoint Inc filed a motion to dismiss the amended complaint, and a motion hearing was held on July 3, 2025. On June 6, 2025, the court dismissed the case without prejudice against Mr. Hok C. Chan for lack of prosecution. The Company believes the claims are without merit and intend to continue to vigorously defend against them. The Company does not believe there is a probable and estimable loss as of December 31, 2025. |
NOTE 10: STOCKHOLDERS’ EQUITY
At December 31, 2025, the Company had
On August 16, 2022, the Company issued
F-18
On January 21, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”), with A.G.P./Alliance Global Partners (“AGP”), as representative of the underwriters named on Schedule 1 thereto, relating to the Company’s initial public offering of
On January 22, 2025, the IPO Shares were listed and commenced trading on the NYSE American.
The closing of the initial public offering took place on January 23, 2025. At the closing, the Company sold the IPO Shares for total gross proceeds of $
The offer and sale of the IPO Shares, and the issuance of the Representative’s Warrant, were registered pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-281474), as amended (the “IPO Registration Statement”), initially filed with the SEC on August 12, 2024, and declared effective by the SEC on January 21, 2025, and by means of the final prospectus, dated January 21, 2025, filed with the SEC on January 22, 2025 pursuant to Rule 424(b)(4) of the Securities Act (the “Final IPO Prospectus”).
The IPO Registration Statement included the registration for sale of an additional
Warrant activity for the year ended December 31, 2025 are summarized as follows:
| Warrants | Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | ||||||||||||
| Outstanding and exercisable - January 1, 2025 | $ | |||||||||||||||
| Granted | ||||||||||||||||
| Expired | ||||||||||||||||
| Exercised | ||||||||||||||||
| Outstanding and exercisable – December 31, 2025 | $ | $ | ||||||||||||||
F-19
Equity Incentive Plan
On October 1, 2022, the Company established the 2022 Equity Incentive Plan. The purpose of the Plan is to grant restricted stock, stock options and other forms of incentive compensation to our officers, employees, directors and consultants. The maximum number of shares of common stock that may be issued pursuant to awards granted under the Plan is
On May 21, 2025, the Company granted
Because the Company does not have significant historical data on employee exercise behavior, the Company uses the “Simplified Method” to calculate the expected life of the stock-based option awards granted to employees. The simplified method is calculated by averaging the vesting period and contractual term of the options.
On September 25, 2025, the Company entered into a Cancellation Agreement with its former Chief Financial Officer whereas the CFO Options were cancelled and no options remain exercisable or outstanding. No additional compensation was recognized and thus the Company did not reverse the previously recognized expense.
The following table summarizes stock-based option activities and changes during the year ended December 31, 2025 as described below:
| Shares | Weighted Average Fair Value Per Share | Weighted Average Exercise Price Per Share | Weighted Average Remaining Terms (in years) | Aggregate Intrinsic Value | ||||||||||||||||
| Outstanding – December 31, 2024 | $ | $ | ||||||||||||||||||
| Granted | - | - | ||||||||||||||||||
| Exercised | - | - | - | - | - | |||||||||||||||
| Cancelled | ( | ) | - | - | ||||||||||||||||
| Outstanding – December 31, 2025 | $ | $ | ||||||||||||||||||
On September 15, 2025, the Company formally granted
NOTE 11: CONCENTRATIONS
Concentration of Credit Risk
The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through March 31, 2025. The Company’s bank balances exceeded FDIC insured amounts at times during the periods ending December 31, 2025 and 2024.
During year ended December 31, 2025, two customers accounted for approximately
F-20
NOTE 12: RELATED PARTY TRANSACTIONS
As disclosed in Note 8, The Company leases office space from Yu Ching Su, a relative of Mr. Hok C Chan, the Chief Executive Officer , at 1900 N. Bayshore Drive, Unit No. 2301, Miami Beach, FL, 33141, with an area of
For the year ended December 31, 2025, the Company paid the 4 john Trucking (an entity owned by the former Chief Financial Officer) $
For the years ended December 31, 2025 and 2024, the Company paid $
As of December 31, 2023, the Company advanced $
On July 1, 2024, the Company issued Hok C Chan, the Chief Executive Officer, a promissory note for advances he may provide to the Company from time to time, including $
Interest expense on such amount was $
On December 3, 2025, December 19, 2025, and January 27, 2026, the Company entered into three separate share purchase agreements with three investors and Hok C. Chan, the Chief Executive Officer, as the seller. Pursuant to these agreements, the investors purchased an aggregate of
NOTE 13: INCOME TAXES
The Company’s provision for income taxes consists of the following for the year ended December 31, 2025 and 2024:
| 2025 | 2024 | |||||||
| Current: | ||||||||
| Federal | $ | $ | ||||||
| State and local | ||||||||
| Total current | ||||||||
| Deferred: | ||||||||
| Federal | $ | ( | ) | $ | ( | ) | ||
| State and local | ( | ) | ( | ) | ||||
| Total deferred | ( | ) | ( | ) | ||||
| Income tax provision (benefit) | $ | ( | ) | $ | ( | ) | ||
F-21
A reconciliation of the federal statutory rate of
| 2025 | 2024 | |||||||
| Benefit for income taxes at federal statutory rate | % | % | ||||||
| State and local income taxes, net of federal benefit | ||||||||
| Meals and entertainment | ( | ) | ||||||
| Fines and penalties | ||||||||
| Other and prior-year true up | ( | ) | ( | ) | ||||
| Effective income tax rate | ( | )% | % | |||||
The tax effects of these temporary differences along with the net operating losses, net of an allowance for credits, have been recognized as deferred tax assets (liabilities) at December 31, 2025 and 2024 as follows:
| 2025 | 2024 | |||||||
| Net operating loss | $ | $ | ||||||
| Accounts and contracts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Depreciation | ( | ) | ( | ) | ||||
| Stock-based compensation | ||||||||
| Lease liability | ( | ) | ( | ) | ||||
| Net deferred tax asset (liability) | ( | ) | ||||||
| Less: valuation allowance | ( | ) | ||||||
| $ | $ | ( | ) | |||||
As of December 31, 2025, the Company had a net operating loss carryforward of approximately $
The Company establishes a valuation allowance, if based on the weight of available evidence, it is more likely than not that some portion or all of the deferred assets will not be realized. The Company recorded a valuation allowance against its net deferred tax asset of $
The Company’s current portion of its provision for income taxes during the year ended December 31, 2025 resulted from a payment for income taxes due with its prior year return.
F-22
NOTE 14: SEGMENT INFORMATION
The Company operates as operating segment where it derives its revenue from the delivery of truckload services.
| For The Year Ended December 31, 2025 | For The Year Ended December 31, 2024 | |||||||
| Revenue | ||||||||
| Non-related revenue | $ | $ | ||||||
| Total revenue | ||||||||
| Costs and expenses | ||||||||
| Independent contractor drivers | ||||||||
| Insurance | ||||||||
| Truck maintenance costs | ||||||||
| Equipment rental | ||||||||
| Equipment rental-related party | ||||||||
| Parking rent | ||||||||
| Depreciation and amortization | ||||||||
| Other costs of revenue | ||||||||
| Other costs of revenue – related parties | ||||||||
| Total cost of revenue | ||||||||
| General and administrative expenses | ||||||||
| Stock-based compensation | ||||||||
| Other general and administrative expenses | ||||||||
| Total general and administrative expenses | ||||||||
| Total cost and expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (expense) income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Loss on disposal | ( | ) | ||||||
| Other income | ||||||||
| Total other income, net | ||||||||
| (Loss) income before income taxes | ( | ) | ||||||
| Provision for (benefit from) income taxes: | ( | ) | ( | ) | ||||
| Net (loss) income | $ | ( | ) | $ | ||||
F-23
NOTE 15: EARNINGS (LOSS) PER SHARE
Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants, options, and restricted stock units. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2025 and 2024, the Company had potentially dilutive securities.
NOTE 16: SUBSEQUENT EVENTS
The Company has determined that there were no subsequent events which required recognition, adjustment to or disclosure in the consolidated financial statements, except the events described above.
On January 1, 2026, the Company entered into a lease agreement for a parking area, with a term from January 1, 2026 through February 28, 2027, and month rent of $
On January 27, 2026, the Company entered into a share purchase agreement with one investor and Hok C. Chan, the Chief Executive Officer, as the seller. Pursuant to these agreements, the investors purchased an aggregate of
On January 29, 2026, the Company entered into a 24-month equipment lease agreement with a third party for equipment with a capitalized cost of approximately $
The Company has evaluated subsequent events and transactions through March 25, 2026, which was the date of the audited consolidated financial statements was issued, and determined that no other events that would required adjustment or disclosure in the audited consolidated financial statements.
F-24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 25, 2026 | Toppoint Holdings Inc. | |
| /s/ Hok C Chan | ||
| Name: | Hok C Chan | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| /s/ Kah Loong Randy Yeo | ||
| Name: | Kah Loong Randy Yeo | |
| Title: | Interim Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Hok C Chan | Chief Executive Officer (principal executive officer), | March 25, 2026 | ||
| Hok C Chan | Chairman, and Director | |||
| /s/ Kah Loong Randy Yeo | Interim Chief Financial Officer (principal financial officer and | March 25, 2026 | ||
| Kah Loong Randy Yeo | principal accounting officer) | |||
| /s/ Jimmy M. Wong | Director | March 25, 2026 | ||
| Jimmy M. Wong | ||||
| /s/ Florence Ng | Director | March 25, 2026 | ||
| Florence Ng | ||||
| /s/ Chung Ming Bruce Hui | Director | March 25, 2026 | ||
| Chun Ming Bruce Hui | ||||
| /s/ Anthony Kwong | Director | March 25, 2026 | ||
| Anthony Kwong | ||||
| /s/ Tan Ying Lo | Director | March 25, 2026 | ||
| Tan Ying Lo |
73
Exhibit 10.17
CANCELLATION AGREEMENT
THIS CANCELLATION AGREEMENT (this “Agreement”), is entered into effective as of September 25, 2025, by and between John Feliciano III, an individual residing at New Jersey (“Option Holder”) and Toppoint Holdings Inc., a Nevada corporation (the “Company”).
RECITALS
WHEREAS, Option Holder was granted an option to purchase 1,150,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) under the Company’s 2022 equity incentive plan (the “Plan”) on May 21, 2025, pursuant to that certain Stock Option Agreement, dated May 21, 2025 (the “Option Agreement”), by and between the Company and Option Holder (the “Cancellation Option”);
WHEREAS, the Company and the Option Holder desire to cancel such Cancellation Option.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned do hereby agree as follows:
1. Option Holder hereby agrees to surrender the Cancellation Option to the Company for cancellation. After such cancellation, Option Holder acknowledges and agrees that all such Cancellation Option shall no longer be outstanding and Option Holder shall have no further rights with respect to (a) any of the Cancellation Option, or (b) the acquisition of any equity interest in the Company pursuant to the Option Agreement.
2. At the request of the Company and without further consideration, Option Holder will execute and deliver such other instruments of transfer, conveyance, assignment and confirmation as may be reasonably requested in order to effectively transfer, convey and assign to the Company for cancellation of the Cancellation Option.
3. Option Holder irrevocably waives, releases, and discharges the Company and the Company’s agents and representatives from any and all claims, demands, obligations, liabilities, causes of action, or rights of any kind, whether known or unknown, arising out of or relating to the Cancellation Option, including, without limitation, any claims for damages, penalties, or specific performance related to the Cancellation Option. Such release and discharge shall apply both retroactively to any actions or events relating to the Cancellation Option that occurred on or before the date of this Agreement, and prospectively to any actions or events relating to the Cancellation Option that occur after the date of this Agreement to the extent reasonably foreseeable by each of the parties.
4. Option Holder acknowledges being advised to consult personal legal and tax advisors regarding this Agreement and hereby represents having full power to enter into and perform this Agreement and that no assignment or lien exists on the Cancellation Option.
5. This Agreement shall become effective upon receipt by the Company and Option Holder of counterpart signatures to this Agreement duly executed and delivered by the Company and Option Holder.
6. This Agreement shall inure to the benefit of and be binding upon each of the parties and each of their respective successors and assigns.
7. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
8. This Agreement shall be governed by and construed under the laws of the State of Nevada without regard to principles of conflicts of law.
9. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties hereto have caused this Cancellation Agreement to be executed as of the date first above written.
| JOHN FELICIANO III | |
| /s/ John Feliciano III |
| TOPPOINT HOLDINGS INC. | |||
| By: | /s/ Hok C Chan | ||
| Name: | Hok C Chan | ||
| Title: | Chief Executive Officer | ||
3
Exhibit 10.20
PARKING LICENSE AGREEMENT
THIS PARKING LICENSE AGREEMENT (the “Agreement”) is entered into as of January 1, 2026 by and between Top Point Inc. (the “Licensee”), a PA Corporation with its principal place of business located at 210 Division Street, Kingston PA, 18704 and 46-58 ALBERT AVE LLC (the “Licensor”), a New Jersey limited liability company with its principal place of business located at 440 State Route 17, Suite 1, Hasbrouck Heights, New Jersey 07604.
1. Right to Occupy Parking Area: Licensor hereby licenses to Licensee, and Licensee hereby licenses from Licensor, the right to occupy (2.25) acres (the “Parking Area”) at 46-58 Albert Avenue, Newark, New Jersey 07105 (the “Property”). Licensee hereby accepts the Parking Area in its existing “AS IS”, “WHERE IS”, “WITH ALL FAULTS” condition. Licensor reserves the right to relocate the Parking Area to a different location on the Property.
2. Permitted Use: Licensee shall use the Parking Area only for the parking and storage of tractors, empty trailers and other vehicles (the “Permitted Use”), and the Parking Area shall be used only by Licensee. The service and maintenance of vehicles and the storage of hazardous substances and materials (including oil and gasoline) and grounding of containers shall be strictly prohibited on the Parking Area.
3. Term: The term of this Agreement will begin on January 1, 2026 (the “Commencement Date”) and continue through February 28, 2027, unless sooner terminated pursuant to the terms of this Agreement (the “Term”); provided, however, that this Agreement shall not be effective and the Term shall not commence unless and until Licensor has received the first month’s Parking Fee, the Parking Fee for the period of January 1, 2026 through January 31, 2026, the Security Deposit, and the Certificate of Liability Insurance. Licensee agrees that it shall not enter the Parking Area or the Property until it has delivered these items to Licensor and that if it fails to deliver any of these items to Licensor when required by the terms of this Agreement, Licensor shall have the right to terminate this Agreement.
4. Termination: This Agreement may be terminated by Licensor or Licensee on 90 days written notice to the other party. In the event of a termination by Licensor in the middle of the month, Licensor will return the prorated Parking Fee to Licensee within three business days after Licensee’s vacation of the Parking Area. For example, if Licensor sends written notice of termination on the 3rd day of a 30-day month and Licensee vacates the Parking Area on the 10th day of a 30-day month, Licensor will return two-thirds of the Parking Fee to Licensee; provided, however, that Licensee leaves the Parking Area in the same condition as it was at the start of the Term, ordinary wear and tear excepted (as determined by Licensor).
5. Renewal Term: Provided Licensee is not then in default of this Agreement, Licensee and Licensor may mutually agree to extend the Term for one (1) renewal term of two (2) years on terms mutually agreeable to Licensee and Licensor. If Licensee is interested in such renewal term, Licensee shall provide irrevocable, unconditional written notice of renewal to Licensor at least two hundred ten (210) days prior to the then-current expiration date of the Term. If Licensor and Licensee fail to reach agreement on the terms of such renewal term within sixty (60) days of Licensee’s written notice of renewal, then said written notice of renewal shall be deemed null and void.
6. Parking Fee: Licensee shall pay Licensor $50,000 per month (the “Parking Fee”), without setoff, deduction or demand, prorated for any partial month, which shall be due on or before the first day of each month, by wire transfer of immediately available funds to an account designated in writing by Licensor. The first month’s Parking Fee and the Parking Fee for the period of January 1, 2026 through January 31, 2026 shall be payable upon execution of this Agreement. If Licensee fails to make a payment of the Parking Fee or any other amounts due within 3 days following the due date, Licensee will pay to Licensor a late charge of 5% of such overdue amount. Further, if Licensee fails to make a payment of the Parking Fee or any other amounts due after said 3-day period, Licensee shall pay interest on the unpaid amount from the due date of payment at the lesser of the rate of eighteen percent (18%) per annum or the maximum legal rate of interest. In the event Licensee makes any payment by check and said check is returned by the bank unpaid, Licensee shall immediately pay to Licensor the sum of $100.00 to cover the costs and expenses of processing the returned check, in addition to the payment and any other charges provided for in this Agreement. The Parking Fee shall be subject to four percent (4%) annual increases on each anniversary of the Commencement Date.
7. Security Deposit: Upon execution of this Agreement, Licensee shall pay Licensor a security deposit equal to $50,000 (the “Security Deposit”) as security for the performance by Licensee of the terms, covenants and conditions of this Agreement. The Security Deposit may be commingled with Licensor’s other funds and will not bear interest. Licensor may apply the Security Deposit to any amount due to Licensor or which Licensor may pay by reason of Licensee’s default. If all or any portion of the Security Deposit is so applied by Licensor, Licensee shall, within 5 days after written demand from Licensor, replenish the Security Deposit in full. Licensor will return the Security Deposit to Licensee no more than 15 days after the later of (a) the end of the Term and (b) the date Licensee vacates the Parking Area and delivers possession of the same to Licensor; provided, however, that Licensee complies with all of the terms of this Agreement and delivers the Parking Area to Licensor in the same condition as it was at the start of the Term, ordinary wear and tear excepted (as determined by Licensor). It is acknowledged that Licensee's security deposit from the previous property and parking agreement at 672 Doremus Ave, Newark, NJ will be transferred over and applied as the security deposit for this Agreement.
8. Maintenance and Repairs: Licensee will maintain the Parking Area, including any existing gravel, pavement and striping, and any trash, snow and ice removal . Licensee will repair any damage to the Parking Area caused by it or any of its agents, employees or invitees. Licensee acknowledges and agrees that Licensor has no obligation to provide lighting or security in the Parking Area.
9. Structures and Alterations: Upon mutual agreement Licensee may install, at its sole cost and expense, reasonable temporary structures or alterations related to its use of the Parking Area (for example, signage, striping and wheel stops, crushed gravel (no millings), trash receptacles, and portable toilets), with Licensor’s prior written consent. Licensor will install lighting and Licensee will pay utilities for lighting. Upon Licensor’s request, Licensee will remove any and all structures and alterations at the end of the Term or upon an earlier termination of this Agreement. In the event of Licensee’s failure to do so, Licensor will remove such structures and alterations at Licensee’s sole cost and expense.
10. Licensee Representations and Warranties: Licensee represents, warrants and covenants to Licensor as follows (initial one only):
| Check One | ||
| a. Licensee does not have any employees and, therefore, is not legally required to maintain Worker’s Compensation and Disability Benefits Insurance. Licensee shall immediately send written notice (email being sufficient) to Licensor when it hires an employee and shall provide Licensor with the evidence of Worker’s Compensation and Disability Benefits Insurance as set forth below. | ☒ | |
| b. Licensee has one or more employees and, therefore, is legally required to maintain Worker’s Compensation and Disability Benefits Insurance. | ____ |
11. Insurance:
a. Licensee shall, at its sole cost and expense, obtain and maintain the following insurance coverage during the Term:
| ● | Commercial General Liability Insurance with minimum limits of not less than $2,000,000 per occurrence and $5,000,000 in the aggregate, which shall include Broad Form Contractual Liability shall be written on an occurrence (not a claims-made) basis; |
| ● | Commercial Automotive Liability Insurance with minimum limits of not less than $1,500,000 per occurrence, including bodily injury and property damage liability, and, where applicable, appropriate endorsements for the coverage of hazardous materials (MCS-90 and ISO-9948); |
| ● | Personal Property Insurance (All Risks) covering 100% of the replacement cost of License’s property; and |
| ● | Worker’s Compensation and Disability Benefits Insurance in the amounts required by applicable law of the state where the Parking Area is located, and Employers Liability Insurance with minimum limits of not less than $1,000,000 per occurrence. |
b. Licensee shall name Licensor (and, if requested, the owner of the Property) as an additional insured on a primary and non-contributory basis on the Commercial General Liability Insurance and the Commercial Automobile Liability Insurance policies, as shown in the accompanying sample Certificate of Liability Insurance. Licensee shall, and shall cause its insurance carriers to, (x) waive all rights of subrogation against Licensor (and the owner of the Property if named as an additional insured) and insurance companies on account of any loss or damage occasioned to Licensor (and the owner of the Property if named as an additional insured), the Property or the Parking Area, arising from any risk to the extent covered by, or would have been covered by, such party’s insurance, as permitted by state law, and (y) provide Licensor with thirty days’ written notice of any change or cancellation of any such insurance policies. Upon the execution of this Agreement, and in no event later than the day prior to the Commencement Date, and on each insurance policy renewal, Licensee shall provide Licensor with (i) a Certificate of Liability Insurance showing Licensor (and the owner of the Property, if applicable) as an additional insured and (ii) additional insured endorsements.
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12. Indemnification and Hold Harmless: Licensee shall protect, indemnify and hold harmless Licensor and its members, managers, officers, employees, agents, successors and assigns (collectively, “Indemnified Parties”) from and against, and shall compensate and reimburse Indemnified Parties for, any Damages that are suffered or incurred by any of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject at any time and that arise from, as a result of, or are connected with (a) Licensee’s breach of this Agreement, (b) Licensee’s use of the Parking Area, including any Damages incurred in connection with environmental contamination or other environmental condition in connection with Licensee’s use and occupancy of the Parking Area, (c) the negligent, wrongful, or unlawful conduct of Licensee and its employees and independent contractors in the Parking Area or the Property, or (d) costs and expenses (including reasonable attorneys’ fees) incurred by Licensor incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in successfully enforcing the indemnity under this provision. Licensee shall defend the Indemnified Parties in any lawsuit for personal injury to, or death of, any person, or loss or damage to property. Licensee waives any and all claims against Licensor, including but not limited to (i) theft and vandalism of any of the vehicles or personal property present in the Parking Area, (ii) any loss from business interruption or loss of use of the Parking Area, (iii) any latent or patent defects in the Parking Area or the Property, or (iv) any matters that would have been covered by appropriate insurance of Licensee, excepting only claims arising from the gross negligence or willful misconduct of Licensor. The term “Damages” means any and all losses, damages, penalties, fines, interest, awards, charges, sanctions, orders, settlements, judgments, claims, actions, enforcement actions, demands, suits, proceedings, investigations, arbitrations, indebtedness, liabilities, obligations, taxes, liens, fees and expenses (including reasonable fees and expenses of attorneys and other professionals) of any kind. This obligation shall survive the expiration or earlier termination of this Agreement.
13. Surrender/Holdover: At the end of the Term (including if this Agreement is terminated prior to the end of the Term as provided in this Agreement), Licensee shall vacate the Parking Area and remove all of its vehicles, structures and installations, and other personal property (collectively, “Licensee Property”) and, if requested by Licensor, return the Parking Area to its condition prior to the start of the Term, ordinary wear and tear excepted (as determined by Licensor). Licensee consents and agrees that any Licensee Property remaining in the Parking Area may be towed, removed and stored at Licensee’s cost and expense without Licensor being deemed to have violated any applicable laws or becoming liable for any loss or damage thereto. If Licensee continues to use or occupy the Parking Area after the Term (including if this Agreement is terminated prior to the end of the Term as provided in this Agreement), Licensee shall pay Licensor a monthly amount equal to the greater of (a) 200% of the Parking Fee (for example, if the Parking Fee is $5,000 per month, then the Holdover Fee would be $10,000 per month) or (b) the amount of Licensor’s damages as a result of Licensee’s refusal or failure to vacate the Parking Area (either, a “Holdover Fee”).
14. Inability to Operate: Notwithstanding anything to the contrary in this Agreement, Licensor shall have the right to terminate this Agreement, without penalty, in the event that any governmental authority requires Licensor or Licensee to cease its operations on, or to vacate, the Parking Area. In such an event, this Agreement shall terminate on the date specified in such party’s written notice, and Licensee shall surrender the Parking Area to Licensor in accordance with terms of this Agreement on or before such date.
15. Compliance with Law; Environmental: Licensee shall comply with all applicable laws, orders and regulations of federal, state and municipal governments and their agencies, including but not limited to environmental laws. Licensee shall not use, store, dispose of, or otherwise permit the presence of any hazardous substances or materials (as defined by applicable federal and state law, including 42 U.S.C. 9601 et seq.) at, in, on, under or around the Parking Area or the Property, except as permitted by applicable law.
16. Licensor Access: Licensee agrees that Licensor shall have access to the Parking Area to inspect the Parking Area or to undertake activities reasonably required by Licensor, and Licensor agrees to use commercially reasonable efforts not to interfere with Licensee’s use of, or access to, the Parking Area.
17. Events of Default: Licensee shall be in default in the event of any of the following:
a. Licensee fails to pay the Parking Fee or any other amount payable under this Agreement when it is due, and such failure remains uncured within 3 days after such Parking Fee or any other amount is due;
b. Licensee fails to vacate and deliver possession of the Parking Area to Licensor upon the expiration or termination of this Agreement in strict compliance with the terms of this Agreement;
c. Licensee fails to maintain the insurance required by this Agreement;
d. Licensee becomes bankrupt or insolvent, as reasonably determined by Licensor; or
e. Licensee fails to perform any of its other obligations under this Agreement and such failure continues for a period of 10 days after notice from Licensor.
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18. Remedies: Upon a default by Licensee, in addition to any other remedies available at law or equity, Licensor may elect to do all or any combination of the following: (a) terminate this Agreement immediately upon notice to Licensee, (b) tow, remove and store any Licensee Property remaining on the Parking Area, and (c) recover from Licensee the sum of (i) all Parking Fees and all other amounts accrued hereunder to the date of such termination, (ii) the costs of towing, removing and storing Licensee Property or any other occupant’s property, (iii) the cost of repairing or otherwise restoring the Parking Area to the same condition as it was at the start of the Term, ordinary wear and tear excepted (as determined by Licensor), and (iv) the amount equal to the Parking Fee which would have been payable by Licensee to Licensor had this Agreement not been terminated; provided, however, that with regard to (iv), if Licensor re-licenses the Parking Area to a third party during the Term, Licensor shall credit Licensee with the net parking fees received by Licensor from such relicensing, with such net parking fees being determined by first deducting from the gross parking fees the costs and expenses incurred or paid by Licensor in connection with Licensee’s default, including but not limited to preparing the Parking Area for the new licensee, broker’s commissions relating to the licensing to the new licensee, and reasonable attorney’s fees, but in no event shall Licensee be entitled to receive any excess of such net parking fees over the amounts payable by Licensee to Licensor hereunder.
19. License (Not Lease): This Agreement and the rights granted to Licensee herein are intended and shall be deemed to constitute merely a license to use and occupy the Parking Area upon the terms and conditions set forth in this Agreement, and shall not be deemed to constitute a lease or any other interest in real property, and, therefore, Licensee shall not be entitled to any statutory or common law right or benefit afforded to a lessee or tenant of real property.
20. Entire Agreement; Amendment: This Agreement is a complete and exclusive statement of the terms of the parties with respect to its subject matter and supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the parties.
21. Governing Law and Jurisdiction: This Agreement will be governed by and construed under the laws of the State of New Jersey, without regard to its conflicts-of-laws principles that would require the application of any other law. Each party (a) irrevocably submits to the exclusive jurisdiction of the Superior Court of New Jersey in Bergen County (or, if required by applicable law, in the state and county where the Parking Area is located), (b) agrees that such court may decide all claims properly submitted to such court, (c) waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum, and (d) consents to the service of process by mail.
22. Waiver of Trial by Jury: TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY OF ANY ISSUE ARISING OUT OF OR RELATING TO THIS AGREEMENT.
23. Legal Fees: Licensee shall pay all reasonable costs and expenses incurred by or on behalf of Licensor in connection with any litigation or other legal proceeding involving the interpretation of this Agreement or the exercise of any rights and remedies under this Agreement or under applicable law, including reasonable attorneys’ fees.
24. Assignment: Licensee shall not assign this Agreement or any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Licensor, which shall be in Licensor’s discretion. For the avoidance of doubt, Licensee shall not sublicense, rent or allow any third party to use or occupy any portion of the Parking Area. Licensor may assign this Agreement with written notice to Licensee. Any purported assignment, delegation, sublicensing, etc. in violation of this provision shall be null and void. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of, the successors and permitted assigns of the parties.
25. Confidentiality: Licensee agrees that the terms and conditions of this Agreement are confidential and shall not to be disclosed to any third parties (other than Licensee’s legal counsel and other advisors who need to know such information), unless Licensor provides its prior written consent.
26. Non-Interference. Licensee shall not interfere with the operations and property of any other occupant on or adjoining the Property, including without limitation Americold Logistics, LLC.
27. Authority: Each party represents and warrants that the person executing this Agreement on behalf of such party has the authority to do so and to bind the party to the terms and conditions of this Agreement.
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28. Counterparts: This Agreement may be executed in one or more counterparts (including by fax, PDF via email or DocuSign), each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Parking License Agreement as of the date first written above.
| LICENSOR: | LICENSEE: | |||
| 46-58 ALBERT AVE LLC | TOP POINT INC. | |||
| By: | /s/ Brendan Durkin | By: | /s/ Leo Chan | |
| Name: | Brendan Durkin | Name: | Leo Chan | |
| Title: | President, CEO | Title: | President | |
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Exhibit 21.1
List of Subsidiaries
| Name | Jurisdiction of Incorporation | Percentage of Ownership | ||
| Toppoint Inc | Pennsylvania, USA | 100% | ||
| Topp Metals Inc. | Pennsylvania, USA | 100% |
Exhibit 23.1
To the Board of Directors and
Shareholders of Toppoint Holdings, Inc
We hereby consent to the incorporation by reference in the Registration Statement of Toppoint Holdings, Inc (the “Company”) on Form S-8 (File No. 333-284463) of our report dated April 15, 2025, with respect to our audits of the Company’s consolidated financial statements as of and for the years ended December 31, 2024 and 2023.
Very truly yours,
Diamond Bar, California
March 25, 2026
Exhibit 23.2
To the Board of Directors and
Shareholders of Toppoint Holdings Inc.
We hereby consent to the incorporation by reference in the Registration Statement of Toppoint Holdings Inc. (the “Company”) on Form S-8 (File No. 333-284463) of our report dated March 25, 2026, with respect to our audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2025.
Very truly yours,
Bedminster, New Jersey
March 25, 2026
Exhibit 31.1
CERTIFICATIONS
I, Hok C Chan, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Toppoint Holdings Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| c) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 25, 2026
| /s/ Hok C Chan | |
| Hok C Chan | |
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATIONS
I, Kah Loong Randy Yeo, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Toppoint Holdings Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| c) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 25, 2026
| /s/ Kah Loong Randy Yeo | |
| Kah Loong Randy Yeo | |
| Interim Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
The undersigned Chief Executive Officer of Toppoint Holdings Inc. (the “Company”), DOES HEREBY CERTIFY that to my knowledge:
1. The Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
IN WITNESS WHEREOF, the undersigned has executed this statement on March 25, 2026.
| /s/ Hok C Chan | |
| Hok C Chan | |
| Chief Executive Officer (Principal Executive Officer) |
A signed original of this written statement required by Section 906 has been provided to Toppoint Holdings Inc. and will be retained by Toppoint Holdings Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
The undersigned Interim Chief Financial Officer of Toppoint Holdings Inc. (the “Company”), DOES HEREBY CERTIFY that to my knowledge:
1. The Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
IN WITNESS WHEREOF, the undersigned has executed this statement on March 25, 2026.
| /s/ Kah Loong Randy Yeo | |
| Kah Loong Randy Yeo | |
Interim Chief Financial Officer (Principal Financial and Accounting Officer) |
A signed original of this written statement required by Section 906 has been provided to Toppoint Holdings Inc. and will be retained by Toppoint Holdings Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.