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 ...

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: June 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 TOPPOINT HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 92-237556 ...

[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)

[Form 8-K: Toppoint Holdings Inc. Current Report](index=1&type=section&id=Form%208-K%3A%20Toppoint%20Holdings%20Inc.%20Current%20Report) This Form 8-K reports Toppoint Holdings Inc.'s first fiscal quarter financial results and related exhibits [Item 2.02. Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition) Toppoint Holdings Inc. announced its Q1 2025 financial results via a press release, furnished for liability purposes - The company issued a press release on May 15, 2025, detailing the financial results for its first fiscal quarter, which ended on March 31, 2025[6](index=6&type=chunk) - The information in the press release (Exhibit 99.1) is considered **"furnished," not "filed,"** under Section 18 of the Securities Exchange Act of 1934, impacting legal liability[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 details the exhibits accompanying the Form 8-K filing, including the financial results press release Exhibits List | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release dated May 15, 2025 | | 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | [Signatures](index=3&type=section&id=Signatures) The report was officially signed and authorized on May 15, 2025, by Hok C Chan, CEO and President - The report was signed on behalf of the registrant on May 15, 2025[10](index=10&type=chunk)[11](index=11&type=chunk) - The authorized signatory is **Hok C Chan**, the company's Chief Executive Officer and President[12](index=12&type=chunk)

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]