UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File Number: 001-42471 Nevada 92-2375560 (State or other jurisdiction of incorporation or organization) 1250 Ken ...

Revenue Performance - Revenue for Q3 2025 was $4.49 million, a 20% increase from $3.74 million in Q3 2024[4] - Total revenue for the first nine months of 2025 was $12.28 million, consistent with $12.17 million in the prior year period[4] - Combined revenues from import and metal segments increased 37% year-over-year to $5.08 million[4] Expenses and Losses - Net loss for Q3 2025 was $(4.15) million, primarily due to non-cash stock-based compensation of $3.78 million[4] - General and administrative expenses for Q3 2025 rose 527% to $5.6 million compared to $892,709 in Q3 2024[6] Assets and Equity - Total assets grew to $10.7 million as of September 30, 2025, up from $5.0 million at December 31, 2024[8] - Shareholders' equity increased to $9.16 million, up from $2.54 million at year-end 2024[8] Strategic Focus - The company continues to invest in AI-driven logistics and proprietary software infrastructure[4] - Toppoint is focused on growth in high-margin export categories, including metals and recyclable commodities, anticipating continued progress into 2026[9] Import and Metal Segments - Import-related services surged 115% to $1.58 million, while metal shipments rose to $716,000[4]

NORTH WALES, Pa., Nov. 14, 2025 (GLOBE NEWSWIRE) -- Toppoint Holdings Inc. (NYSE American: TOPP) (“Toppoint” or the “Company”), a truckload services and logistics provider specializing in the recycling export supply chain, today announced financial results for the third quarter and the nine months ended September 30, 2025. Despite the impact of U.S. tariffs on certain international trade routes, the Company continued to demonstrate resilience and growth across key emerging segments, particularly in metal an ...

North Wales, PA, Sept. 03, 2025 (GLOBE NEWSWIRE) -- Toppoint Holdings Inc. (NYSE American: TOPP) (“Toppoint” or the “Company”), a leading truckload services and logistics provider focused on the recycling export supply chain, today announced that its wholly owned subsidiary, Toppoint Inc, has added a significant new customer in the recycling sector. The new client, a multi-state recycling producer operating seven strategically located facilities across Massachusetts, New Jersey, and Connecticut, represents ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, stockholders' equity, and cash flows, along with comprehensive notes detailing the company's operations, accounting policies, and financial position for the periods ended June 30, 2025, and December 31, 2024 [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Presents the company's financial position, including assets, liabilities, and equity, as of June 30, 2025, and December 31, 2024 Balance Sheet Summary | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------------- | :-------------------------- | :------------------ | | Cash | $1,487,357 | $557,619 | | Accounts receivable, net | $1,048,533 | $1,203,001 | | Contract assets | $427,304 | $88,153 | | Note receivable | $5,700,000 | $- | | Total Assets | $12,261,322 | $4,985,912 | | Total Current Liabilities | $1,999,022 | $1,778,344 | | Total Liabilities | $2,733,175 | $2,444,038 | | Total Shareholders' Equity | $9,528,147 | $2,541,874 | - Total Assets increased significantly from **$4.99 million** at December 31, 2024, to **$12.26 million** at June 30, 2025, primarily driven by a substantial increase in cash and the recognition of a **$5.7 million** note receivable[13](index=13&type=chunk) - Total Shareholders' Equity saw a substantial rise from **$2.54 million** to **$9.53 million**, mainly due to common stock issuance and additional paid-in capital[13](index=13&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Details the company's revenues, expenses, and net income or loss for the three and six months ended June 30, 2025 and 2024 Statements of Operations Summary | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $3,968,924 | $4,697,387 | $7,780,534 | $8,431,284 | | Total costs and expenses | $5,558,037 | $4,491,289 | $9,776,764 | $8,077,290 | | (Loss) income from operations | $(1,589,113) | $206,098 | $(1,996,230) | $353,994 | | Net (loss) income | $(1,531,523) | $144,120 | $(2,059,997) | $255,212 | | Basic and diluted net (loss) income per share | $(0.09) | $0.01 | $(0.12) | $0.02 | - The company shifted from net income to a significant net loss for both the three and six months ended June 30, 2025, compared to the prior year, primarily due to decreased revenue and increased general and administrative expenses[15](index=15&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Outlines changes in equity components, including common stock, additional paid-in capital, and retained earnings, for the periods presented Stockholders' Equity Summary | Metric | December 31, 2024 | March 31, 2025 | June 30, 2025 | | :------------------------ | :------------------ | :--------------- | :-------------- | | Common Stock Shares | 15,000,000 | 17,500,000 | 17,500,000 | | Additional Paid-in Capital | $139,750 | $8,200,220 | $9,185,770 | | Retained Earnings | $2,400,624 | $1,872,149 | $340,627 | | Total Stockholders' Equity | $2,541,874 | $10,074,119 | $9,528,147 | - Shareholders' equity significantly increased from **$2.54 million** at December 31, 2024, to **$9.53 million** at June 30, 2025, driven by the issuance of common stock (**$8.06 million** in additional paid-in capital) and stock-based compensation (**$985,550**), despite net losses[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Presents the cash inflows and outflows from operating, investing, and financing activities for the periods ended June 30, 2025 and 2024 Cash Flow Summary | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(1,139,576) | $(176,876) | | Net cash used in investing activities | $(6,712,944) | $(118,777) | | Net cash provided by financing activities | $8,782,257 | $(137,218) | | Net increase (decrease) in cash | $929,738 | $(432,871) | | Cash, end of period | $1,487,357 | $1,023,105 | - Significant cash outflows from operating and investing activities were largely offset by a substantial cash inflow from financing activities, primarily due to common stock issuance, resulting in a net increase in cash of **$929,738** for the six months ended June 30, 2025[21](index=21&type=chunk) [Notes to the Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations and disclosures supporting the condensed consolidated financial statements, covering accounting policies and specific financial items [NOTE 1: NATURE OF OPERATIONS](index=9&type=section&id=NOTE%201%3A%20NATURE%20OF%20OPERATIONS) Describes the company's business, incorporation, public offering, and expansion into recycling export supply chain services - Toppoint Holdings Inc. was incorporated in August 2022, acquired Toppoint, Inc. as a wholly-owned subsidiary, and completed a public offering on January 23, 2025, raising **$10,000,000**[23](index=23&type=chunk) - The company is a truckload services and solutions provider focused on the recycling export supply chain, a key player in the New Jersey and Pennsylvania regional trucking market for waste paper, scrap metal, and wooden logs[25](index=25&type=chunk) - The company is expanding its footprints domestically and internationally, having ventured into the recycling export transport market of Tampa and Miami, FL, and established Topp Metals Inc. on June 4, 2025, which currently has no business activities[24](index=24&type=chunk)[25](index=25&type=chunk) [NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=10&type=section&id=NOTE%202%3A%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines the key accounting principles and methods used in preparing the financial statements, including revenue recognition and asset valuation - The company's revenue recognition policy follows ASC 606, recognizing revenue at a point in time when truckload services are completed and goods are delivered to their final destination[33](index=33&type=chunk)[34](index=34&type=chunk) - Intangible assets consist of internally developed software utilizing AI-based technology, with accumulated amortization of **$201,654** as of June 30, 2025[29](index=29&type=chunk)[61](index=61&type=chunk) - The company adopted the Current Expected Credit Losses (CECL) model for accounts receivable, with an allowance for credit losses of **$123,371** as of June 30, 2025[38](index=38&type=chunk)[51](index=51&type=chunk) [NOTE 3: LIQUIDITY](index=17&type=section&id=NOTE%203%3A%20LIQUIDITY) Assesses the company's ability to meet its short-term obligations, considering cash balances, working capital, and operating cash flows - The company incurred net losses of **$1,531,523** and **$2,059,997** for the three and six months ended June 30, 2025, respectively[56](index=56&type=chunk) Key Liquidity Metrics | Metric | June 30, 2025 | | :-------------------- | :-------------- | | Cash Balance | $1,487,357 | | Working Capital | $1,203,864 | | Net Cash Used in Operating Activities (6 months) | $(1,139,576) | | Net Cash Used in Investing Activities (6 months) | $(6,712,944) | - Management believes current cash on hand and operating cash flows will be sufficient for at least the next 12 months, while also discussing working capital and financing with various lenders[56](index=56&type=chunk) [NOTE 4: NOTE RECEIVABLE](index=17&type=section&id=NOTE%204%3A%20NOTE%20RECEIVABLE) Details the terms and status of a significant note receivable, including interest rates and principal payments - On January 27, 2025, the company lent Golden Bridge Capital Management Limited **$6,000,000**, with an amended agreement on April 7, 2025, increasing the annual interest rate to **7%**[57](index=57&type=chunk)[58](index=58&type=chunk) - During March 2025, **$300,000** was repaid, and an additional **$200,000** principal payment was received on August 4, 2025[57](index=57&type=chunk)[58](index=58&type=chunk) Note Receivable Interest Income | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :---------------- | :------------------------------- | :----------------------------- | | Interest Income | $100,859 | $173,192 | [NOTE 5: PROPERTY AND EQUIPMENT, NET AND INTANGIBLE ASSETS](index=17&type=section&id=NOTE%205%3A%20PROPERTY%20AND%20EQUIPMENT%2C%20NET%20AND%20INTANGIBLE%20ASSETS) Provides a breakdown of property, equipment, and intangible assets, along with changes due to purchases, depreciation, and amortization Property and Intangible Assets | Asset Category | June 30, 2025 (unaudited) | December 31, 2024 | | :-------------------------- | :-------------------------- | :------------------ | | Property and Equipment, net | $1,973,810 | $1,191,572 | | Software development, net | $604,960 | $739,396 | - Property and equipment, net, increased by **$782,238**, primarily due to equipment purchases, while intangible assets, net (software development), decreased by **$134,436** due to amortization[59](index=59&type=chunk)[61](index=61&type=chunk) Depreciation and Amortization Expenses | Expense Type | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :-------------------- | :------------------------------- | :----------------------------- | | Depreciation Expense | $133,673 | $230,706 | | Amortization Expense | $67,218 | $134,436 | [NOTE 6 – LOANS PAYABLE](index=18&type=section&id=NOTE%206%20%E2%80%93%20LOANS%20PAYABLE) Details the company's outstanding loans, including new borrowings, interest rates, collateral, and scheduled maturities Loans Payable Summary | Loan Description | June 30, 2025 (unaudited) | December 31, 2024 | | :-------------------------------- | :-------------------------- | :------------------ | | Economic Injury Disaster Loan (EIDL) | $149,900 | $149,900 | | M&T Term Loan | $323,025 | $- | | Less current maturities | $(28,777) | $- | | Total Loans Payable, net of current maturities | $444,148 | $149,900 | - The company entered into a new M&T Term Loan of **$328,500** in May 2025, bearing **6.09%** interest and collateralized by equipment, significantly increasing total loans payable[62](index=62&type=chunk)[63](index=63&type=chunk) Scheduled Loan Maturities | Period Ending | Scheduled Maturities | | :-------------------- | :------------------- | | 2025 (remaining) | $28,777 | | 2026 | $63,391 | | 2027 | $67,164 | | 2028 | $71,173 | | 2029 | $75,434 | | Thereafter | $166,986 | | Total | $472,925 | [NOTE 7 – LEASES](index=18&type=section&id=NOTE%207%20%E2%80%93%20LEASES) Outlines the company's lease arrangements, including right-of-use assets, lease liabilities, and related party leases Lease Assets and Liabilities | Lease Metric | June 30, 2025 (unaudited) | December 31, 2024 | | :------------------------------------------ | :-------------------------- | :------------------ | | Right-of-use assets, net | $580,545 | $675,561 | | Right-of-use assets – related party, net | $138,121 | $82,098 | | Total operating lease liabilities | $(505,892) | $(462,385) | | Weighted Average Remaining Lease Term | 2.06 years | 2.68 years | - The company leases office and automobiles, including two office leases with related parties (CEO and family member)[65](index=65&type=chunk)[67](index=67&type=chunk) Lease Expenses | Lease Expense (ASC 842) | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :------------------------ | :------------------------------- | :----------------------------- | | Total Lease Expense | $118,550 | $226,099 | [NOTE 8 – COMMITMENTS AND CONTINGENCIES](index=20&type=section&id=NOTE%208%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) Discusses legal settlements and ongoing litigation, including a class action lawsuit, and management's assessment of potential losses - The company settled a breach of contract lawsuit with Trend Intermodal Chassis Leasing LLC for **$150,000**, recorded as an expense as of June 30, 2025[70](index=70&type=chunk) - A class action lawsuit alleging misclassification of truck drivers as independent contractors was reinstated in January 2025; the company believes the claims are without merit and does not believe there is a probable and estimable loss[70](index=70&type=chunk)[71](index=71&type=chunk) [NOTE 9: STOCKHOLDERS' EQUITY](index=22&type=section&id=NOTE%209%3A%20STOCKHOLDERS%27%20EQUITY) Details changes in stockholders' equity, including the initial public offering, warrant issuance, and stock-based compensation - The company completed its initial public offering on January 23, 2025, selling **2,500,000** shares of common stock for gross proceeds of **$10,000,000** and net proceeds of approximately **$8.28 million**[76](index=76&type=chunk) - Warrants to purchase **125,000** shares of common stock at an exercise price of **$4.80** per share were issued to the underwriters[76](index=76&type=chunk) - On May 21, 2025, **1,150,000** fully vested options were granted to the Chief Financial Officer with an exercise price of **$0.857** and a fair value of **$985,550**[81](index=81&type=chunk) [NOTE 10: CONCENTRATIONS](index=23&type=section&id=NOTE%2010%3A%20CONCENTRATIONS) Identifies significant customer concentrations and risks related to cash balances exceeding federally insured limits - Three customers accounted for approximately **35%** of total revenue for the three months ended June 30, 2025, and **36%** for the six months ended June 30, 2025, indicating significant customer concentration[84](index=84&type=chunk) - The company's cash balances at times exceeded federally insured limits in bank and financial institution deposits[83](index=83&type=chunk) [NOTE 11: RELATED PARTY TRANSACTIONS](index=23&type=section&id=NOTE%2011%3A%20RELATED%20PARTY%20TRANSACTIONS) Details transactions with related parties, including leases, promissory notes, and payments for services and asset purchases - The company leases office spaces from related parties (CEO and a family member), with related party right-of-use assets of **$138,121** and lease liabilities of **$104,731** as of June 30, 2025[85](index=85&type=chunk) - A promissory note was issued to CEO Hok C Chan for advances, bearing an annual interest rate of **36.88%**, increasing to **55%** after maturity, with a **$1 million** principal repayment made on July 7, 2025[88](index=88&type=chunk)[97](index=97&type=chunk) - Payments were made to the CFO for accounts payable settlement (**$219,744** for six months ended June 30, 2025) and to a family member of the CEO for dispatch services (**$318,535** for six months ended June 30, 2025) and truck chassis purchases (**$650,000** during six months ended June 30, 2025)[86](index=86&type=chunk)[87](index=87&type=chunk) [NOTE 12: INCOME TAXES](index=25&type=section&id=NOTE%2012%3A%20INCOME%20TAXES) Explains the company's income tax provision, deferred taxes, net operating loss carryforwards, and valuation allowances Income Tax Provision | Income Tax Provision | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------- | :----------------------------- | :----------------------------- | | Current | $171,949 | $39,908 | | Deferred | $(187,108) | $56,136 | | Total | $(15,159) | $96,044 | - The company recorded an income tax benefit of **$(15,159)** for the six months ended June 30, 2025, compared to a provision of **$96,044** in 2024, primarily due to a net loss[91](index=91&type=chunk)[137](index=137&type=chunk) - As of June 30, 2025, the company had a net operating loss carryforward of approximately **$1,200,000** and recorded a valuation allowance of **$366,162** against its net deferred tax asset[91](index=91&type=chunk)[92](index=92&type=chunk) [NOTE 13: SEGMENT INFORMATION](index=26&type=section&id=NOTE%2013%3A%20SEGMENT%20INFORMATION) States that the company operates as a single operating segment, focusing on truckload services, with performance evaluated by net income - The company operates as one operating segment, deriving revenue from the delivery of truckload services, with the CEO evaluating performance through net income and significant expense categories[93](index=93&type=chunk) [NOTE 14: EARNINGS (LOSS) PER SHARE](index=27&type=section&id=NOTE%2014%3A%20EARNINGS%20%28LOSS%29%20PER%20SHARE) Presents basic and diluted earnings per share calculations, including the impact of outstanding options on potential dilution Earnings (Loss) Per Share Data | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :------------------------------------------------ | :------------------------------- | :----------------------------- | | Basic and diluted net (loss) income per share | $(0.09) | $(0.12) | | Weighted Average Number of Shares Outstanding | 17,500,000 | 17,222,222 | - As of June 30, 2025, the company had **1,150,000** options outstanding that could potentially dilute future net income per share[95](index=95&type=chunk) [NOTE 15: SUBSEQUENT EVENTS](index=27&type=section&id=NOTE%2015%3A%20SUBSEQUENT%20EVENTS) Reports significant events occurring after the balance sheet date, including principal repayments for related party loans and notes receivable - On July 7, 2025, the company made a principal repayment of **$1 million** for a related party loan to Hok C Chan[97](index=97&type=chunk) - On August 4, 2025, the company received a **$200,000** principal payment from Golden for a note receivable[97](index=97&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, highlighting key business developments, financial performance drivers, and a detailed comparison of financial results for the three and six months ended June 30, 2025 and 2024 [Overview](index=29&type=section&id=Overview) Provides a general description of the company's business, market position, and recent strategic initiatives, including its IPO - Toppoint Holdings Inc. is a truckload services and solutions provider focused on the recycling export supply chain, a key player in the New Jersey and Pennsylvania regional trucking market for waste paper, scrap metal, and wooden logs[105](index=105&type=chunk) - The company is expanding into the import drayage vertical, allowing for double usage of containers, and completed its initial public offering on January 23, 2025, raising **$10,000,000** gross proceeds[105](index=105&type=chunk)[107](index=107&type=chunk) [Recent Developments](index=29&type=section&id=Recent%20Developments) Highlights recent strategic partnerships, market expansions, and new service launches expected to drive future revenue growth - Secured a new partnership for import drayage in New Jersey, managing **200+** monthly import loads, expected to generate over **$2.1 million** in additional revenue in 2025[109](index=109&type=chunk) - Executed an MOU with the Chancay, Peru municipality to explore logistics and recycling infrastructure, with potential container volume expected to exceed major U.S. ports[109](index=109&type=chunk) - Launched cold-chain logistics services, secured a new partnership with Casella Waste Systems, increased service capacity with Waste Management, and expanded import logistics through a new partnership with a Vietnamese freight company, expected to drive **30%** year-over-year revenue growth in 2025[109](index=109&type=chunk) [Emerging Growth Company Status and Smaller Reporting Company Status](index=29&type=section&id=Emerging%20Growth%20Company%20Status%20and%20Smaller%20Reporting%20Company%20Status) Explains the company's regulatory classifications and the associated benefits regarding financial accounting standards and disclosure requirements - The company is an emerging growth company and has elected to use the extended transition period for complying with new or revised financial accounting standards[108](index=108&type=chunk) - The company also qualifies as a smaller reporting company, allowing it to take advantage of certain scaled disclosures[110](index=110&type=chunk) [Principal Factors Affecting Our Financial Performance](index=30&type=section&id=Principal%20Factors%20Affecting%20Our%20Financial%20Performance) Identifies key internal and external factors influencing the company's financial results, including customer acquisition, pricing, and market conditions - Key factors include the ability to acquire and retain customers, competitive product pricing, breadth of product offerings, industry demand and competition, leveraging technology, attracting and retaining talented employees, and overall market conditions[113](index=113&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Analyzes the company's financial performance by comparing revenue, costs, and profitability across different reporting periods [Comparison of Three Months Ended June 30, 2025 and 2024](index=30&type=section&id=Comparison%20of%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) Compares the company's financial performance for the three-month periods, highlighting changes in revenue, expenses, and net income Three-Month Financial Performance | Metric | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------------------- | :-------------- | :-------------- | :--------- | :--------- | | Revenue | $3,968,924 | $4,697,387 | $(728,463) | (16)% | | Costs of revenue | $3,513,680 | $3,844,400 | $(330,720) | (9)% | | General and administrative | $2,044,357 | $646,889 | $1,397,468 | 216% | | Net (loss) income | $(1,531,523) | $144,120 | $(1,675,643) | (1,163)% | - Revenue decreased by **16%** due to lower production, an anomalous increase in 2024 from servicing container recovery post-Baltimore bridge collapse, and global tariffs[114](index=114&type=chunk) - General and administrative expenses increased by **216%**, primarily due to **$985,550** in stock-based compensation and professional fees from going public[122](index=122&type=chunk) Three-Month Commodity Revenue Breakdown | Commodity Revenue | June 30, 2025 | June 30, 2024 | Change (%) | | :------------------ | :-------------- | :-------------- | :--------- | | Paper | $2,082,561 | $2,710,019 | (23.2)% | | Import | $1,231,751 | $1,469,671 | (16.2)% | | Metal | $467,353 | $338,727 | 38.0% | | Log | $130,605 | $85,100 | 53.5% | | Plastic | $56,655 | $93,870 | (40.0)% | [Comparison of Six Months Ended June 30, 2025 and 2024](index=32&type=section&id=Comparison%20of%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) Compares the company's financial performance for the six-month periods, detailing changes in revenue, costs, and net income Six-Month Financial Performance | Metric | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------------------- | :-------------- | :-------------- | :--------- | :--------- | | Revenue | $7,780,534 | $8,431,284 | $(650,750) | (8)% | | Costs of revenue | $6,827,247 | $7,099,346 | $(272,099) | (4)% | | General and administrative | $2,949,517 | $977,944 | $1,971,573 | 202% | | Net (loss) income | $(2,059,997) | $255,212 | $(2,315,209) | (907)% | - Revenue decreased by **8%** due to lower second-quarter production compared to the anomalous increase in 2024 from the Baltimore bridge collapse and global tariffs[127](index=127&type=chunk) - General and administrative expenses increased by **202%**, primarily due to professional fees from going public and **$985,550** in stock-based compensation[136](index=136&type=chunk) Six-Month Commodity Revenue Breakdown | Commodity Revenue | June 30, 2025 | June 30, 2024 | Change (%) | | :------------------ | :-------------- | :-------------- | :--------- | | Paper | $4,670,576 | $5,458,838 | (14.4)% | | Import | $2,102,465 | $2,082,343 | 1.0% | | Metal | $680,996 | $549,945 | 23.8% | | Log | $214,053 | $161,325 | 32.7% | | Plastic | $112,445 | $178,833 | (37.1)% | [Other Performance Indicator (Number of Loads Completed)](index=34&type=section&id=Other%20Performance%20Indicator%20%28Number%20of%20Loads%20Completed%29) Analyzes the volume of truckload services completed across different commodity types, indicating operational efficiency and market focus Number of Loads Completed by Commodity | Commodity | Six Months Ended June 30, 2025 (NLC) | Six Months Ended June 30, 2024 (NLC) | Change (NLC) | Change (%) | | :---------- | :----------------------------------- | :----------------------------------- | :----------- | :--------- | | Waste Paper | 6,915 | 8,192 | (1,277) | (15.6)% | | Waste Metal | 809 | 575 | 234 | 40.7% | | Forestry | 191 | 153 | 38 | 24.8% | | Import | 2,775 | 2,352 | 423 | 18.0% | | Plastic | 146 | 245 | (99) | (40.4)% | | Total | 10,836 | 11,517 | (681) | (5.9)% | - Total Number of Loads Completed (NLC) decreased by **5.9%** for the six months ended June 30, 2025, despite growth in targeted import vertical, which enables more efficient double usage of containers[147](index=147&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) Examines the company's cash position, funding sources, and cash flow activities from operations, investing, and financing Cash Balance | Metric | June 30, 2025 | December 31, 2024 | | :-------------------- | :-------------- | :------------------ | | Cash | $1,487,357 | $557,619 | - The company's operations are primarily financed by revenue and **$8.28 million** net proceeds from its January 2025 IPO[148](index=148&type=chunk)[149](index=149&type=chunk) - Net cash used in operating activities increased by approximately **$962,700** to **$1,139,576** for the six months ended June 30, 2025, primarily due to net loss, IPO-related professional fees, and stock-based compensation[151](index=151&type=chunk) - Net cash used in investing activities increased by **$6,594,167** to **$6,712,944**, mainly due to a **$5.7 million** note receivable and **$1.01 million** in property and equipment purchases[152](index=152&type=chunk) - Net cash provided by financing activities increased by **$8,919,475** to **$8,782,257**, primarily from **$8,459,232** received from common stock issuance[153](index=153&type=chunk) [Material Cash Requirements from Known Contractual and Other Obligations](index=36&type=section&id=Material%20Cash%20Requirements%20from%20Known%20Contractual%20and%20Other%20Obligations) Outlines the company's significant future cash commitments, primarily operating lease obligations, and its funding strategy Contractual Obligations Summary | Contractual Obligations | As of June 30, 2025 | For the year ended June 30, 2026 | | :------------------------ | :------------------ | :------------------------------- | | Operating lease obligations | $505,892 | $215,887 | | Total Contractual Obligations | $505,892 | $215,887 | - The company intends to fund its contractual obligations, primarily operating lease obligations, with working capital[154](index=154&type=chunk) [Initial Public Offering and Underwriting Agreement](index=36&type=section&id=Initial%20Public%20Offering%20and%20Underwriting%20Agreement) Summarizes the details of the company's initial public offering, including shares sold, proceeds, and warrants issued to underwriters - The company closed its initial public offering on January 23, 2025, selling **2,500,000** shares of common stock at **$4.00** per share, generating **$10,000,000** in gross proceeds and approximately **$8.28 million** in net proceeds[157](index=157&type=chunk) - Warrants exercisable for the purchase of **125,000** shares of common stock at an exercise price of **$4.80** per share were issued to the underwriters[157](index=157&type=chunk) [Off-Balance Sheet Arrangements](index=36&type=section&id=Off-Balance%20Sheet%20Arrangements) Confirms the absence of any off-balance sheet arrangements that could materially impact the company's financial condition or results of operations - The company has no off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on its financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources[160](index=160&type=chunk) [Critical Accounting Policies and Estimates](index=37&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Discusses the accounting policies and significant estimates that require management's judgment and could materially affect financial reporting - Revenue recognition follows ASC 606, with revenue recognized at a point in time upon completion of truckload services and delivery of goods[162](index=162&type=chunk)[163](index=163&type=chunk) - Accounts receivable are recorded at the invoiced amount and adjusted for expected credit losses using the CECL model, with an allowance of **$123,371** as of June 30, 2025[164](index=164&type=chunk) - Income taxes are accounted for using the asset and liability approach, recognizing deferred taxes for temporary differences, and evaluating uncertain tax positions, with no amounts recognized for the six months ended June 30, 2025 and 2024[166](index=166&type=chunk)[168](index=168&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is marked as 'Not applicable,' indicating that the company does not have material market risk disclosures to report for the period - The company states that this item is 'Not applicable,' indicating no material market risk disclosures for the period[169](index=169&type=chunk) [Item 4. Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, due to significant deficiencies in internal control over financial reporting, specifically a lack of robust financial reporting policies for SEC disclosure requirements. The company is actively addressing these deficiencies by engaging external consultants and implementing new processes - Disclosure controls and procedures were not effective as of June 30, 2025[171](index=171&type=chunk) - Significant deficiencies identified relate to a lack of robust and formal financial reporting policies and procedures to address SEC disclosure requirements[172](index=172&type=chunk) - The company has engaged external financial consultants and is developing and implementing comprehensive processes and internal controls to address the identified deficiencies[173](index=173&type=chunk) [PART II. OTHER INFORMATION](index=40&type=section&id=PART%20II%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various lawsuits and legal proceedings in the ordinary course of business, as detailed in Note 8 of the financial statements. Management is not currently aware of any legal proceedings or claims that are expected to have a material adverse effect on the business, financial condition, or operating results - The company is involved in various lawsuits and legal proceedings arising in the ordinary course of business[177](index=177&type=chunk) - Management is not currently aware of any legal proceedings or claims that are believed to have a material adverse effect on the business, financial condition, or operating results[177](index=177&type=chunk) - Information regarding legal proceedings is incorporated by reference from Note 8 'Commitments and Contingencies' to the condensed consolidated financial statements[178](index=178&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) This item is marked as 'Not applicable,' indicating no new material risk factors to report for the period - The company states that this item is 'Not applicable,' indicating no new material risk factors for the period[179](index=179&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period, other than those previously disclosed, and no repurchases of common stock were made during the three months ended June 30, 2025 - No unregistered sales of equity securities occurred during the period covered by this report, other than as previously disclosed[180](index=180&type=chunk) - No repurchases of common stock were made during the three months ended June 30, 2025[181](index=181&type=chunk) [Item 3. Defaults Upon Senior Securities](index=40&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - The company reported no defaults upon senior securities[182](index=182&type=chunk) [Item 4. Mine Safety Disclosures](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is marked as 'Not applicable,' indicating no mine safety disclosures are relevant to the company's operations - The company states that this item is 'Not applicable,' indicating no mine safety disclosures are relevant[183](index=183&type=chunk) [Item 5. Other Information](index=40&type=section&id=Item%205.%20Other%20Information) No directors or executive officers adopted or terminated Rule 10b5-1 trading plans or non-Rule 10b5-1 trading plans during the fiscal quarter ended June 30, 2025 - No directors or executive officers adopted or terminated Rule 10b5-1 trading plans or non-Rule 10b5-1 trading plans during the fiscal quarter ended June 30, 2025[184](index=184&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the report, including certifications of principal executive and financial officers under Sections 302 and 906 of the Sarbanes-Oxley Act, and Inline XBRL documents - Includes Certifications of Principal Executive Officer and Principal Financial and Accounting Officer filed pursuant to Section 302 and furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002[185](index=185&type=chunk) - Includes Inline XBRL Instance Document and Taxonomy Extension Schema, Calculation, Definition, Label, and Presentation Linkbase Documents[185](index=185&type=chunk)

[Filing Information](index=1&type=section&id=Filing%20Information) This section provides essential registrant details and clarifies the nature and status of the current filing [Registrant Details](index=1&type=section&id=Registrant%20Details) This section provides the official details of the registrant, Toppoint Holdings Inc., including its incorporation state, SEC filing identifiers, and primary contact information - **Registrant**: Toppoint Holdings Inc[2](index=2&type=chunk) Registrant Key Details | Detail | Value | | :--- | :--- | | State of Incorporation | Nevada | | Commission File Number | 001-42471 | | IRS Employer Identification No. | 92-2375560 | | Address | 1250 Kenas Road, North Wales, PA 19454 | | Telephone Number | 551-866-1320 | [Filing Status](index=1&type=section&id=Filing%20Status) This section outlines the nature of the filing as a Current Report on Form 8-K, its purpose, and confirms the company's status as an emerging growth company - The filing is a **Current Report on Form 8-K**, dated August 14, 2025[2](index=2&type=chunk) - Toppoint Holdings Inc. is designated as an **Emerging Growth Company**[5](index=5&type=chunk) Securities Registered | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :--- | :--- | :--- | | Common Stock, par value $0.0001 per share | TOPP | NYSE American LLC | [ITEM 2.02. Results of Operations and Financial Condition](index=2&type=section&id=ITEM%202.02.%20RESULTS%20OF%20OPERATIONS%20AND%20FINANCIAL%20CONDITION.) This section details the announcement of second fiscal quarter financial results and clarifies the legal status of the furnished information [Second Fiscal Quarter 2025 Financial Results Announcement](index=2&type=section&id=Second%20Fiscal%20Quarter%202025%20Financial%20Results%20Announcement) Toppoint Holdings Inc. announced the issuance of a press release detailing its financial results for the second fiscal quarter ended June 30, 2025 - Toppoint Holdings Inc. issued a press release on **August 14, 2025**, detailing financial results for the **second fiscal quarter ended June 30, 2025**[6](index=6&type=chunk) - The press release is furnished as **Exhibit 99.1**[6](index=6&type=chunk) [Furnished vs. Filed Status](index=2&type=section&id=Furnished%20vs.%20Filed%20Status) The information provided in Item 2.02 and its accompanying exhibit is explicitly designated as 'furnished' rather than 'filed,' which impacts its legal liability under the Securities Exchange Act of 1934 and the Securities Act of 1933 - Information in Item 2.02 and the exhibit is **furnished**, not **filed**, under Section 18 of the Securities Exchange Act of 1934[7](index=7&type=chunk) - This information is not subject to liabilities under Section 18 or Sections 11 and 12(a)(2) of the Securities Act of 1933, unless expressly incorporated by reference[7](index=7&type=chunk) [ITEM 9.01. Financial Statements and Exhibits](index=2&type=section&id=ITEM%209.01.%20FINANCIAL%20STATEMENTS%20AND%20EXHIBITS.) This section enumerates all financial statements and exhibits accompanying the filing [List of Exhibits](index=2&type=section&id=List%20of%20Exhibits) This section enumerates the documents filed as exhibits to the Form 8-K, including the press release and the interactive data file Exhibits Filed | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release dated August 14, 2025 | | 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | [Signatures](index=3&type=section&id=SIGNATURES) This section provides the formal authorization and signatory details for the report [Authorized Signatory](index=3&type=section&id=Authorized%20Signatory) This section formally concludes the report, confirming its authorization and signature by the Chief Executive Officer and President of Toppoint Holdings Inc - The report was signed on **August 14, 2025**, in accordance with the Securities Exchange Act of 1934 requirements[10](index=10&type=chunk)[11](index=11&type=chunk) - The signatory is **Hok C Chan**, Chief Executive Officer and President of Toppoint Holdings Inc[12](index=12&type=chunk)

Core Insights - Waste paper remains the largest revenue and volume driver for the company, contributing over half of total revenue and approximately two-thirds of loads in Q2 2025 [2][3] - The company is focusing on service reliability and operational efficiency to support growth in export customers while scaling imports and metals [2] - The financial results for Q2 2025 show a revenue of $3.97 million, reflecting a normalization from the atypical Q2 environment of 2024 [5] Financial Performance - Paper revenue was $2,082,560 in Q2 2025, down 23.2% year-over-year, and $4,670,575 year-to-date, down 14.4% year-over-year [3][9] - Year-to-date revenue was $7.78 million compared to $8.43 million in the prior year [5] - The total loads for the first half of 2025 were 10,836, a decrease from 11,517 in the same period in 2024 [4] Commodity Breakdown - Waste paper accounted for 63.8% of total loads in the first half of 2025, while imports made up 25.6% and metals 7.5% [4] - Import revenue was $1,231,751 in Q2 2025, down 16.2% year-over-year, but year-to-date growth was 1.0% [9] - Metal revenue increased by 38.0% year-over-year in Q2 2025, totaling $467,353, with year-to-date growth of 23.8% [9] Strategic Developments - Topp Metals Inc. was established on June 4, 2025, to support growth opportunities in scrap metals logistics [10] - The company is investing in equipment and technology to enhance fleet capacity and operational systems for core commodities [10]

Core Insights - Toppoint Holdings Inc. has signed a Memorandum of Understanding (MOU) with the Municipalidad Distrital de Chancay, Peru, to develop a sustainable waste management system in response to the increasing waste generation due to the construction of the Chancay Mega Port [1][2][3] - The partnership aims to address the challenges posed by Construction and Demolition (C&D) waste and Industrial Commercial Waste while promoting environmentally responsible practices and long-term economic sustainability [2][3] Company Overview - Toppoint Holdings Inc. specializes in the transport of wastepaper, scrap metal, and wooden logs, serving large waste companies, recycling centers, and commodity traders [4] - The company has expanded its operations into recycling export transport markets across various U.S. cities and Ensenada, Mexico, as of 2024 [4] Industry Context - The Chancay region is rapidly transforming into a major logistics and trade hub in South America, driven by the development of the Chancay Mega Port, which is expected to reshape the region's role in global commerce [3] - The ongoing industrial growth and urbanization in Chancay necessitate modern waste management systems to protect public health and the environment [3]

Core Points - Toppoint Holdings Inc. has signed a strategic Memorandum of Understanding (MOU) with Jinyangcheng to explore joint opportunities in air freight operations, starting with JFK Airport in New York and expanding to other major U.S. airports and Paris Charles de Gaulle Airport [1][2][3] - The partnership aims to enhance global service capabilities and streamline freight movement across key corridors, reflecting Toppoint's commitment to international expansion and operational excellence [3][4] - Jinyangcheng is recognized for its high-volume air freight services and aims to create a more efficient air cargo network between China and the U.S. through this partnership [5][4] Company Overview - Toppoint Holdings Inc. specializes in the transport of wastepaper, scrap metal, and wooden logs, with operations extending to major ports in the U.S. and recent expansions into recycling export transport markets [6] - Jinyangcheng, based in Guangzhou, China, offers a broad range of cargo handling, customs, and logistics services, focusing on speed and compliance in air freight services [5]

PART I FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited condensed consolidated financial statements for Q1 2025, showing total assets increased to **$12,462,673** due to IPO proceeds and a new note receivable, but a net loss of **$528,475** resulted from increased general and administrative expenses, reversing prior-year net income of **$111,090** [Condensed Consolidated Financial Statements](index=5&type=section&id=Condensed%20Consolidated%20Financial%20Statements) Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | **Total Current Assets** | $3,435,745 | $2,247,285 | | **Total Assets** | **$12,462,673** | **$4,985,912** | | **Total Current Liabilities** | $1,786,089 | $1,778,344 | | **Total Liabilities** | $2,388,554 | $2,444,038 | | **Total Shareholders' Equity** | $10,074,119 | $2,541,874 | Condensed Consolidated Statement of Operations (Unaudited) | Account | Three Months Ended Mar 31, 2025 ($) | Three Months Ended Mar 31, 2024 ($) | | :--- | :--- | :--- | | **Revenues** | **$3,811,610** | **$3,733,896** | | Total costs and expenses | $4,218,727 | $3,586,001 | | (Loss) income from operations | ($407,117) | $147,895 | | **Net (loss) income** | **($528,475)** | **$111,090** | | Basic and diluted net (loss) income per share | ($0.03) | $0.01 | Condensed Consolidated Statement of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Three Months Ended Mar 31, 2025 ($) | Three Months Ended Mar 31, 2024 ($) | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | ($884,443) | $15,689 | | Net cash used in investing activities | ($6,392,574) | ($22,918) | | Net cash provided by (used in) financing activities | $8,459,232 | ($211,276) | | **Net increase (decrease) in cash** | **$1,182,215** | **($218,505)** | | **Cash, end of period** | **$1,739,834** | **$1,237,471** | [Notes to Financial Statements](index=9&type=section&id=Notes%20to%20Financial%20Statements) - The company is a truckload services provider for the recycling export supply chain, with a significant market share in New Jersey (**34%**) and Philadelphia (**30%**) ports for waste paper. It completed its IPO on January 23, 2025, with gross proceeds of **$10,000,000**[23](index=23&type=chunk)[24](index=24&type=chunk) Disaggregation of Revenues by Commodity (Q1 2025 vs Q1 2024) | Commodity | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Paper | $2,588,015 | $2,748,819 | | Import | $870,714 | $612,673 | | Metal | $213,643 | $211,218 | | Log | $83,448 | $76,225 | | Plastic | $55,790 | $84,963 | | **Total** | **$3,811,610** | **$3,733,896** | - On January 27, 2025, the company lent **$6,000,000** to Golden Bridge Capital Management Limited as a temporary debt investment. The loan terms were later amended, increasing the interest rate from **5%** to **7%** annually[48](index=48&type=chunk)[49](index=49&type=chunk) - The company is involved in two legal matters: a settled lawsuit with Trend Intermodal resulting in a **$150,000** payment obligation, and an ongoing class-action lawsuit from drivers alleging misclassification as independent contractors, for which no loss is currently deemed probable[62](index=62&type=chunk) - On January 23, 2025, the company closed its IPO of **2,500,000** shares at **$4.00** per share, receiving net proceeds of approximately **$8.28 million**[67](index=67&type=chunk) - The company has significant related-party transactions, including a loan from the CEO with an interest rate increased to **55%** per annum, and payments to a family member for dispatch services and truck chassis purchases[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) - Subsequent to the quarter end, on May 8, 2025, the company entered into a **$328,500** term loan with M&T Bank, maturing in May 2030[82](index=82&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2025 performance, highlighting a **2%** revenue increase to **$3.8 million** driven by import growth, but a **173%** surge in G&A expenses led to a net loss of **$528,475** compared to a **$111,090** profit in Q1 2024, though IPO proceeds of **$8.28 million** bolster liquidity [Overview and Recent Developments](index=25&type=section&id=Overview%20and%20Recent%20Developments) - The company is a key truckload services provider for the recycling export supply chain and has expanded its footprint into Florida, Maryland, and Ensenada, Mexico[91](index=91&type=chunk) - Recent 2025 developments include new partnerships expected to drive significant revenue growth: Import Drayage partnership expected to add over **$1 million** in 2025 revenue; Recycling & Waste Management expanded service with Waste Management to add up to **$2 million** in additional annual revenue; Vietnam Freight Operations new partnership expected to drive **30%** YoY revenue growth in 2025[93](index=93&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) Q1 2025 vs Q1 2024 Performance | Metric | Q1 2025 ($) | Q1 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenues | $3,811,610 | $3,733,896 | $77,714 | 2% | | Costs of revenues | $3,313,567 | $3,254,946 | $58,621 | 2% | | General and administrative | $905,160 | $331,055 | $574,105 | 173% | | (Loss) income from operations | ($407,117) | $147,895 | ($555,012) | (375)% | | **Net (loss) income** | **($528,475)** | **$111,090** | **($639,565)** | **(576)%** | - Revenue growth was driven by the import vertical, which increased by **$258,041** (**42.1%**) YoY, offsetting a **$160,804** (**5.8%**) decrease in the waste paper vertical[100](index=100&type=chunk)[101](index=101&type=chunk) - The **173%** increase in General and administrative expenses was primarily due to higher professional fees related to the IPO, travel expenses for business development, and depreciation[107](index=107&type=chunk) [Other Performance Indicator (NLC)](index=29&type=section&id=Other%20Performance%20Indicator%20(NLC)) Number of Loads Completed (NLC) by Commodity | Commodity | Q1 2025 NLC (Loads) | Q1 2024 NLC (Loads) | Change (Loads) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Waste Paper | 3,929 | 4,094 | (165) | (4.0)% | | Import | 1,164 | 848 | 316 | 37.3% | | Waste Metal | 244 | 226 | 18 | 8.0% | | Forestry | 68 | 74 | (6) | (8.1)% | | Plastic | 77 | 118 | (41) | (34.8)% | | **Total** | **5,482** | **5,360** | **122** | **2.3%** | [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) - As of March 31, 2025, the company had cash of **$1,739,834**, primarily financed through operations and net proceeds of approximately **$8.28 million** from its January 2025 IPO[118](index=118&type=chunk)[126](index=126&type=chunk) - In Q1 2025, net cash used in operating activities was **$884,443**, a significant decrease from **$15,689** provided in Q1 2024, mainly due to the net loss and changes in operating assets and liabilities[120](index=120&type=chunk) - Net cash used in investing activities increased to **$6,392,574** in Q1 2025 from **$22,918** in Q1 2024, primarily due to the issuance of a **$5.7 million** note receivable and purchases of property and equipment[121](index=121&type=chunk) - Net cash provided by financing activities was **$8,459,232** in Q1 2025, from the issuance of common stock in the IPO[122](index=122&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states this section is not applicable, indicating it does not have significant exposure to market risks that would require quantitative disclosure under SEC rules for the period - The company has determined that this disclosure is not applicable[140](index=140&type=chunk) [Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were ineffective as of March 31, 2025, due to significant deficiencies in formal financial reporting policies for SEC disclosures, with remediation efforts underway - Management concluded that disclosure controls and procedures were not effective as of March 31, 2025[142](index=142&type=chunk) - The ineffectiveness is due to significant deficiencies related to a lack of formal financial reporting policies and procedures to address SEC disclosure requirements[143](index=143&type=chunk) - Remediation efforts are underway, including engaging external financial consultants and developing new internal control processes[144](index=144&type=chunk) PART II OTHER INFORMATION [Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no awareness of legal proceedings with a material adverse effect on its business, with further details on current litigation in Note 7 of the financial statements - The company reports it is not aware of any legal proceedings that would have a material adverse effect on the business[148](index=148&type=chunk) [Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) This section is not applicable for a Form 10-Q, and the company directs investors to its most recent Annual Report on Form 10-K for a comprehensive discussion of risk factors - The company has determined that this disclosure is not applicable[149](index=149&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) During the quarter ended March 31, 2025, the company did not have any unregistered sales of equity securities, other than those previously disclosed, and no repurchases of its common stock were made during this period - There were no unregistered sales of equity securities during the period covered by this report, other than as previously disclosed[150](index=150&type=chunk) - No repurchases of common stock were made during the three months ended March 31, 2025[151](index=151&type=chunk) [Other Items (3, 4, 5, 6)](index=37&type=section&id=Other%20Items%20(3,%204,%205,%206)) This section covers standard disclosure items, reporting no defaults on senior securities, inapplicable mine safety disclosures, no Rule 10b5-1 trading plan changes by directors or officers, and lists filed exhibits - Item 3: No defaults upon senior securities[152](index=152&type=chunk) - Item 4: Mine safety disclosures are not applicable[153](index=153&type=chunk) - Item 5: No directors or officers adopted or terminated a Rule 10b5-1 trading plan during the quarter[154](index=154&type=chunk)