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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2025 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ ...

Core Viewpoint - Toppoint Holdings Inc. demonstrated resilience and growth in its first quarter as a public company, achieving significant revenue growth driven by increased import volumes and strategic operational initiatives [2][7]. Financial Performance - Total revenue for Q1 2025 was $3.8 million, a slight increase from $3.7 million in Q1 2024, primarily due to a 37.3% rise in import volumes [7]. - Gross profit rose to $498 thousand in Q1 2025 from $479 thousand in the same quarter of 2024, maintaining a gross margin of 13% [8]. - The net loss for the quarter was $0.5 million, a decline from a net income of $0.1 million in Q1 2024, attributed to increased selling, general, and administrative expenses [9]. Operational Highlights - Toppoint completed over 5,480 loads in Q1 2025, reflecting strong demand, particularly in containerized imports, supported by a 37% increase in import volumes [2][3]. - A new partnership with a New Jersey-based logistics provider is expected to manage approximately 200 import shipments monthly, with potential growth to 800 by year-end, contributing over $1 million in incremental revenue [3]. - The company expanded into the refrigerated freight market through a partnership with a cold-chain logistics provider, enhancing revenue diversification [4]. Strategic Initiatives - Following its $10 million IPO, Toppoint focused on modernizing its chassis fleet and expanding its import network, which are expected to improve productivity and asset utilization [2]. - The company deepened relationships with major clients, including an expansion with Waste Management for an additional 1,000 annual loads, potentially generating up to $2 million in new revenue [5]. - Toppoint launched cross-border operations in Ensenada, Mexico, targeting the growing demand for non-ferrous metal exports from Asia-Pacific markets [4]. Future Outlook - The company aims to scale efficiently through strategic partnerships, infrastructure upgrades, and targeted innovation, positioning itself for sustainable growth and long-term value creation [6].

Core Insights - Toppoint Holdings successfully completed a $10 million IPO on NYSE American, enhancing its visibility and providing capital for strategic initiatives [3][2] - The company reported a revenue decline to $16.0 million in 2024 from $18.0 million in 2023, primarily due to reduced wastepaper export volumes [9] - Despite the revenue drop, Toppoint maintained profitability with a net income of $0.2 million in 2024, down from $0.5 million in 2023 [13] Financial Performance - Revenue for 2024 was $16.0 million, a decrease of 11.1% from $18.0 million in 2023, attributed to lower demand for recycled materials and port disruptions [9] - Cost of revenues decreased to $13.7 million in 2024 from $15.4 million in 2023, reflecting reduced freight activity [10] - Gross profit was $2.3 million in 2024, down from $2.6 million in 2023, with a stable gross margin of 14.6% compared to 14.7% in the prior year [11] - Selling, general and administrative expenses rose to $2.9 million in 2024 from $1.9 million in 2023, driven by investments in personnel and technology [12] - The company’s net income for 2024 was $0.2 million, a decrease from $0.5 million in 2023, influenced by lower revenue and increased expenses [13] Strategic Initiatives - Toppoint expanded its operations into high-volume regional markets including Tampa, Jacksonville, Miami, Baltimore, and Ensenada, Mexico, enhancing its East Coast leadership [2] - The company modernized its chassis fleet by acquiring new adjustable models, improving asset utilization and service reliability [6] - Toppoint entered the refrigerated logistics sector through a partnership with a nationwide cold-chain provider, diversifying its service portfolio [4] - The company strengthened relationships with key customers, including an expanded partnership with Waste Management, expected to add approximately 1,000 loads annually and generate up to $2 million in incremental revenue [5]

Part I [Business](index=7&type=section&id=Item%201.%20Business) Toppoint Holdings Inc. specializes in recycling export truckload services, holding significant market share and expanding its geographic and service offerings - The company holds a significant market share in the waste paper export drayage market, accounting for approximately **34% of volumes through New Jersey's ports** and **30% through Philadelphia's ports**[29](index=29&type=chunk) - Toppoint serves a growing client base that includes Fortune 500 waste companies and over **280 recycling centers**, with the number of clients growing at a **CAGR of approximately 53.17% from 2016 to 2023**[30](index=30&type=chunk)[31](index=31&type=chunk) - The company is expanding its geographic footprint, having entered markets in Florida, Maryland, and Mexico in 2023-2024, with plans to explore Canada, the UK, and Australia[29](index=29&type=chunk)[50](index=50&type=chunk) [Key Performance Indicators (Waste Paper) - 2023 vs. 2024](index=8&type=section&id=Item%201.%20Business%20-%20Recent%20Developments) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | **Orders Completed** | ~2,576 | ~2,831 | | **Loads Completed (NLC)** | 16,641 | 18,094 | | **Tons Transported** | ~465,948 | ~506,632 | [Recent Developments](index=8&type=section&id=Item%201.%20Business%20-%20Recent%20Developments) Recent strategic developments include new partnerships, Latin American expansion, and cold-chain logistics, aiming to boost future revenue and efficiency - Secured a new import drayage partnership expected to generate over **$1 million in additional revenue in 2025**[33](index=33&type=chunk) - Expanded into Ensenada, Mexico, through a new trucking partnership to enhance non-ferrous metal exports[33](index=33&type=chunk) - Launched cold-chain logistics services to diversify revenue streams[33](index=33&type=chunk) - Strengthened its partnership with Waste Management, adding **1,000 new loads** and up to **$2 million in additional annual revenue for 2025**[33](index=33&type=chunk) [Growth Strategies](index=14&type=section&id=Item%201.%20Business%20-%20Growth%20Strategies) The company's growth strategy is centered on deepening relationships with existing clients to increase wallet share, expanding physical infrastructure, enhancing IT capabilities, and exploring strategic alliances - Focus on increasing business from current national and global clients by servicing more of their markets[58](index=58&type=chunk) - Plan to invest in storage and warehousing capabilities to support fleet growth and potentially enter new trucking segments[58](index=58&type=chunk) - Continue to improve IT infrastructure to optimize operations and enhance data analytics[58](index=58&type=chunk) - Selectively explore strategic alliances, investments, and acquisitions to accelerate growth[58](index=58&type=chunk) [Regulations](index=16&type=section&id=Item%201.%20Business%20-%20Regulations) Operating in a highly regulated industry, the company faces compliance challenges, particularly with new DOL rules potentially reclassifying independent contractors as employees, increasing costs - The company and its owner-operators must comply with safety and fitness regulations from the DOT and FMCSA, including CSA, drug and alcohol testing, and hours-of-service rules[69](index=69&type=chunk) - A new Department of Labor rule, effective March 11, 2024, implements an "economic reality test" to determine worker classification, making it more likely that independent contractors could be classified as employees[70](index=70&type=chunk) - If independent contractor drivers are reclassified as employees, the company could face significant additional costs related to taxes, workers' compensation, unemployment benefits, and other employee-related liabilities[70](index=70&type=chunk) [Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant operational, legal, and stock ownership risks, including intense competition, reliance on owner-operators, potential driver reclassification, and stock price volatility [Operational and Industry Risks](index=18&type=section&id=Item%201A.%20Risk%20Factors%20-%20Operational%20and%20Industry%20Risks) Operational risks include intense competition, customer concentration, reliance on owner-operators, fuel price volatility, and cybersecurity threats, all impacting business stability - The company operates in a highly competitive and fragmented truckload industry, facing pressure on freight rates and competition from larger carriers with greater resources[77](index=77&type=chunk)[80](index=80&type=chunk) - A significant portion of revenue is concentrated in a small number of large customers, with the top ten accounting for approximately **58% of total revenue in fiscal year 2024**[102](index=102&type=chunk)[49](index=49&type=chunk) - The business model relies heavily on owner-operators, exposing the company to risks of driver turnover and competition for attracting and retaining independent contractors[90](index=90&type=chunk)[91](index=91&type=chunk) - The company is dependent on its information technology systems, and a cybersecurity breach could cause significant business disruption[118](index=118&type=chunk)[119](index=119&type=chunk) [Legal and Compliance Risks](index=21&type=section&id=Item%201A.%20Risk%20Factors%20-%20Legal%20and%20Compliance%20Risks) Legal and compliance risks are significant, primarily due to potential reclassification of independent contractor drivers as employees, exacerbated by a class-action lawsuit and new DOL rules - A class action lawsuit was filed on January 12, 2024, against the company's subsidiary, Toppoint Inc., alleging misclassification of truck drivers as independent contractors[94](index=94&type=chunk) - The Department of Labor's rule, effective March 11, 2024, makes it more likely that a worker will be classified as an employee, which could adversely affect the company's business model and financial condition if its independent contractors are reclassified[95](index=95&type=chunk)[96](index=96&type=chunk) - The company is subject to extensive regulation by the DOT and FMCSA, and increased costs of compliance or violations could materially harm the business[140](index=140&type=chunk) [Risks Related to Ownership of Our Common Stock](index=34&type=section&id=Item%201A.%20Risk%20Factors%20-%20Risks%20Related%20to%20Ownership%20of%20Our%20Common%20Stock) Stock ownership risks include extreme price volatility due to small public float, management's discretion over IPO proceeds, no anticipated dividends, and potential dilution from future issuances - The company has loaned a substantial portion (**$6 million**) of its IPO proceeds to a third-party borrower as a long-term debt investment, subjecting the company to credit risk and limiting capital flexibility[153](index=153&type=chunk) - As a company with a small public float, the stock price may experience extreme volatility unrelated to operating performance[150](index=150&type=chunk) - The company does not anticipate paying dividends in the foreseeable future, meaning returns for shareholders will depend on stock price appreciation[154](index=154&type=chunk) - Bylaws designate the Eighth Judicial District Court of Clark County, Nevada as the exclusive forum for most stockholder disputes, which could limit a stockholder's ability to choose a judicial forum[171](index=171&type=chunk) [Cybersecurity](index=40&type=section&id=Item%201C.%20Cybersecurity) The company's cybersecurity framework, overseen by the board and CFO, includes risk assessments and security measures, with no material incidents reported to date - The Board of Directors oversees cybersecurity risk, while the Chief Financial Officer is primarily responsible for its assessment and management[182](index=182&type=chunk)[183](index=183&type=chunk) - The company's risk management strategy includes regular risk assessments, two-factor authentication, user role-based security, and plans for data encryption and employee training[180](index=180&type=chunk) - As of the report date, the company has not identified any known cybersecurity threats or experienced any incidents that have had a material impact on its operations or financial condition[181](index=181&type=chunk) [Properties](index=41&type=section&id=Item%202.%20Properties) The company leases its principal executive office from the CEO and operates various leased properties in New Jersey, Maryland, and Florida for parking and office space - The principal executive office at 1250 Kenas Road, North Wales, PA is leased from CEO Hok C Chan for **$5,500 per month**[186](index=186&type=chunk) - A key operational property is a **2-acre site at 697 Doremus Avenue, Newark, NJ**, rented for **$54,000 per month**, used for parking and providing discounted parking to owner-operators[187](index=187&type=chunk) - The company prepaid **$300,000** for a three-year office lease in Miami Beach, FL, covering the entire term from October 2022 to October 2025[188](index=188&type=chunk) [Legal Proceedings](index=41&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently aware of any legal proceedings or claims expected to have a material adverse effect on its business, financial condition, or operating results - The company states it is not currently aware of any legal proceedings that would have a material adverse effect on its business[190](index=190&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=43&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock began trading on NYSE American in January 2025 following its IPO, which generated $8.28 million in net proceeds, with $6 million allocated to a temporary debt investment - The company completed its IPO on January 23, 2025, selling **2,500,000 shares at $4.00 per share**, resulting in net proceeds of approximately **$8.28 million**[198](index=198&type=chunk) - Of the IPO proceeds, approximately **$6 million** was used for a temporary debt investment scheduled for repayment between January 2026 and January 2028 with a **7% annual interest rate**[206](index=206&type=chunk)[153](index=153&type=chunk) - The company's common stock began trading on the NYSE American under the symbol "TOPP" on January 22, 2025[194](index=194&type=chunk)[197](index=197&type=chunk) - The company does not expect to pay any cash dividends on its common stock in the foreseeable future, intending to retain earnings for business operations and growth[208](index=208&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=45&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In FY2024, revenue decreased 11% to $16.0 million due to lower scrap paper export volume, leading to a 68% drop in net income and a 6.3% decline in loads completed [Results of Operations](index=46&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20-%20Results%20of%20Operations) Revenue decreased 11% to $16.0 million in 2024 due to scrap paper market downturns, while increased G&A expenses led to an operating loss and a 68% drop in net income [Financial Performance Comparison (2024 vs. 2023)](index=46&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20-%20Results%20of%20Operations) | Metric | 2024 | 2023 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenues** | $16,039,513 | $18,035,532 | (11)% | | **Gross Profit** | $2,337,802 | $2,649,153 | (12)% | | **Gross Margin** | 15% | 15% | 0% | | **Income (Loss) from Operations** | ($645,751) | $774,316 | (183)% | | **Net Income** | $174,871 | $542,351 | (68)% | - The **11% revenue decline in 2024** was mainly attributed to an industry-wide decrease in scrap paper export volume, which is the company's core commodity[215](index=215&type=chunk) - General and administrative expenses increased by **59% ($1.1 million)** in 2024, primarily due to higher accrued compensation, accounting fees, bad debt expense, and a **$150,000 litigation settlement**[223](index=223&type=chunk) [Other Performance Indicator (NLC)](index=48&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20-%20Other%20Performance%20Indicator) Total Number of Loads Completed (NLC) decreased by 6.3% in 2024 to 22,665, primarily driven by an 8.0% drop in Waste Paper loads due to industry downturns [Number of Loads Completed (NLC) by Commodity (2024 vs. 2023)](index=48&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20-%20Other%20Performance%20Indicator) | Commodity | NLC 2024 | NLC 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Waste Paper | 16,641 | 18,094 | (8.0)% | | Waste Metal | 1,243 | 1,336 | (6.9)% | | Forestry | 271 | 340 | (20.3)% | | Import | 4,057 | 4,109 | (1.3)% | | Others | 453 | 310 | 46.1% | | **Total** | **22,665** | **24,189** | **(6.3)%** | - The total NLC decreased by **1,524 loads (6.3%) in 2024**, primarily due to significant decreases in the Waste Paper, Forestry, and Waste Metal segments[232](index=232&type=chunk) [Liquidity and Capital Resources](index=49&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20-%20Liquidity%20and%20Capital%20Resources) Cash decreased significantly to $557,619 by year-end 2024, driven by negative operating cash flow and increased investing activities, partially offset by financing proceeds [Summary of Cash Flow (2024 vs. 2023)](index=49&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20-%20Liquidity%20and%20Capital%20Resources) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | **Net cash from operating activities** | ($593,734) | $2,008,219 | | **Net cash from investing activities** | ($1,211,981) | ($1,091,226) | | **Net cash from financing activities** | $907,358 | ($205,870) | | **Net (decrease) increase in cash** | ($898,357) | $711,123 | | **Cash at end of period** | $557,619 | $1,455,976 | - Cash from operating activities decreased by approximately **$2.6 million**, primarily due to lower net income and unfavorable changes in operating assets and liabilities[235](index=235&type=chunk) - Cash used in investing activities increased, mainly due to **$1.2 million in purchases of property and equipment in 2024**[236](index=236&type=chunk) [Controls and Procedures](index=54&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of December 31, 2024, due to a lack of robust financial reporting policies for SEC requirements - Management concluded that disclosure controls and procedures were not effective as of the end of the period covered by the report[257](index=257&type=chunk) - The ineffectiveness is due to the company not having robust and formal financial reporting policies and procedures in place to address SEC disclosure requirements[258](index=258&type=chunk) - As a newly public company, the annual report does not include a management assessment or auditor attestation on internal control over financial reporting[259](index=259&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=55&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's leadership includes CEO Hok C Chan and CFO John Feliciano III, with a five-member board comprising three independent directors overseeing key committees and ethical conduct [Directors and Executive Officers](index=55&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) | Name | Age | Position | | :--- | :--- | :--- | | Hok C Chan | 40 | Chief Executive Officer, Chairman | | John Feliciano III | 38 | Chief Financial Officer, Director | | Jimmy M. Wong | 69 | Independent Director | | Pablo A Santana | 38 | Independent Director | | Tan Ying Lo | 30 | Independent Director | - The Board has three independent directors who comprise the entirety of the Audit, Compensation, and Nominating and Corporate Governance committees[277](index=277&type=chunk)[279](index=279&type=chunk)[281](index=281&type=chunk) - The board has determined that Jimmy M. Wong qualifies as the "audit committee financial expert"[277](index=277&type=chunk) [Executive Compensation](index=60&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation for 2024 included CEO's salary and CFO's commission-based pay, with 2,250,000 shares available under the equity incentive plan and no director compensation [Summary Compensation Table (2024)](index=60&type=section&id=Item%2011.%20Executive%20Compensation) | Name and Principal Position | Year | Salary ($) | All Other Compensation ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | Hok C Chan, CEO | 2024 | 309,615 | - | 309,615 | | John Feliciano III, CFO | 2024 | - | 147,733* | 147,733* | - *CFO John Feliciano III's 2024 compensation was a **10% commission ($147,733)** earned by his company, 4 John Trucking, on consulting fees paid by Toppoint[291](index=291&type=chunk) - The company established the Toppoint Holdings Inc. 2022 Equity Incentive Plan, authorizing **2,250,000 shares** for issuance[298](index=298&type=chunk)[309](index=309&type=chunk) - No director compensation was paid for the fiscal year ended December 31, 2024[297](index=297&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=65&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of April 15, 2025, directors and executive officers collectively own 42.9% of common stock, with CEO Hok C Chan as the largest beneficial owner, and 2,250,000 shares available for future equity issuance [Beneficial Ownership as of April 15, 2025](index=65&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) | Name of Beneficial Owner | Number of Shares | Percent of Class | | :--- | :--- | :--- | | **Directors and Executive Officers** | | | | Hok C Chan | 7,500,000 | 42.9% | | All executive officers and directors (5 persons) | 7,500,000 | 42.9% | | **Other Principal Shareholders** | | | | Heung Ling Chan | 5,700,000 | 32.6% | - The company's 2022 Equity Incentive Plan has **2,250,000 shares** of common stock available for future issuance, with no awards outstanding as of December 31, 2024[334](index=334&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=66&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company engages in various related-party transactions, including leases, service agreements with the CFO's company, and significant loans to the CEO, while maintaining three independent directors - The company rents its principal executive office from CEO Hok C Chan and another office from his relative[335](index=335&type=chunk)[340](index=340&type=chunk) - A services agreement is in place with 4 John Trucking, a company controlled by CFO John Feliciano III, for which a service fee of **$147,733** was paid in 2024[340](index=340&type=chunk) - In 2024, the company issued a promissory note to CEO Hok C Chan for advances totaling **$1.1 million**, bearing an interest rate of **36.88%**, which increases to **55% after maturity**[340](index=340&type=chunk) - In 2024, the company paid **$628,200** to a family member of the CEO for dispatch services and purchased **$1,174,855** of truck chassis from the same related party[340](index=340&type=chunk) [Principal Accountant Fees and Services](index=68&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) TAAD LLP served as the principal accountant, billing $234,311 for audit services in 2024 and $177,710 in 2023, with no other services provided or billed [Independent Auditor Fees (TAAD LLP)](index=68&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) | Fee Type | 2024 | 2023 | | :--- | :--- | :--- | | Audit Fees | $234,311 | $177,710 | | Audit-Related Fees | - | - | | Tax Fees | - | - | | All Other Fees | - | - | | **Total** | **$234,311** | **$177,710** | - All fees for 2024 and 2023 were for audit services, with no fees for audit-related, tax, or other services[339](index=339&type=chunk)[343](index=343&type=chunk)[344](index=344&type=chunk) Part IV [Exhibit and Financial Statement Schedules](index=70&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section provides an index to the consolidated financial statements and a comprehensive list of exhibits filed with the Form 10-K, including corporate and material agreements - Lists all financial statements, including the Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets, Statements of Operations, Stockholders' Equity, and Cash Flows[351](index=351&type=chunk) - Includes a detailed index of all exhibits filed with the report, such as corporate governance documents, material agreements (e.g., Underwriting Agreement, employment agreements), and required certifications[354](index=354&type=chunk)[355](index=355&type=chunk) Consolidated Financial Statements [Report of Independent Registered Public Accounting Firm](index=73&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) TAAD, LLP issued an unqualified opinion on the financial statements, emphasizing subsequent events including the January 2025 IPO and a $6 million loan to Golden Bridge Capital Management - The auditor, TAAD, LLP, provided an unqualified opinion on the financial statements[361](index=361&type=chunk) - An "Emphasis of a Matter" was included to draw attention to subsequent events, specifically the January 2025 IPO and a **$6 million loan receivable agreement** with Golden Bridge Capital Management[365](index=365&type=chunk) [Financial Statements Data](index=74&type=section&id=Financial%20Statements%20Data) The financial statements show a decrease in 2024 net income to $174,871, stable total assets, reduced cash, and negative cash flow from operations, reflecting operational challenges [Consolidated Balance Sheet Highlights (As of Dec 31)](index=74&type=section&id=Financial%20Statements%20Data) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | **Total Current Assets** | $2,247,285 | $2,833,828 | | **Total Assets** | $4,985,912 | $4,956,307 | | **Total Current Liabilities** | $1,778,344 | $1,597,948 | | **Total Liabilities** | $2,444,038 | $2,589,304 | | **Total Shareholders' Equity** | $2,541,874 | $2,367,003 | [Consolidated Statement of Operations Highlights (Year Ended Dec 31)](index=74&type=section&id=Financial%20Statements%20Data) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | **Revenues** | $16,039,513 | $18,035,532 | | **Income (loss) from operations** | ($645,751) | $774,316 | | **Net income** | $174,871 | $542,351 | | **Basic and diluted EPS** | $0.01 | $0.04 | [Consolidated Statement of Cash Flows Highlights (Year Ended Dec 31)](index=74&type=section&id=Financial%20Statements%20Data) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | **Net cash from operating activities** | ($593,734) | $2,008,219 | | **Net cash used in investing activities** | ($1,211,981) | ($1,091,226) | | **Net cash from financing activities** | $907,358 | ($205,870) | [Notes to Consolidated Financial Statements](index=78&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail operations, accounting policies, legal matters including a driver classification lawsuit, extensive related-party transactions, and subsequent events like the January 2025 IPO and a $6 million loan - Revenue is recognized at a point in time when goods are delivered to the final destination, as this is when the performance obligation is met and control is transferred to the customer[247](index=247&type=chunk)[391](index=391&type=chunk) - The company settled a lawsuit with Trend Intermodal Chassis Leasing LLC for **$150,000** and is defending a class-action lawsuit alleging misclassification of truck drivers as independent contractors[419](index=419&type=chunk) - Subsequent to year-end, the company completed its IPO in January 2025, raising net proceeds of approximately **$8.28 million**, and subsequently lent **$6 million** to Golden Bridge Capital Management[434](index=434&type=chunk)[436](index=436&type=chunk)[439](index=439&type=chunk) - The company has numerous related-party transactions, including leases with the CEO and his family, service agreements with the CFO's company, and loans to/from the CEO[423](index=423&type=chunk)[424](index=424&type=chunk)[427](index=427&type=chunk)