Toppoint Holdings Inc.

Previous wording

We are a truckload services and solutions provider focused on the recycling export supply chain. We have become a key player in the New Jersey and Pennsylvania regional trucking market for waste paper. In addition to waste paper, our portfolio also includes the shipment of scrap metal and wooden logs from large waste companies, recycling centers and commodity traders to the ports of Newark, NJ, and Philadelphia, PA. We also provide import transportation services at the ports of Newark and Philadelphia, under which we transport cargo-filled containers from the ports to our customers’ designated delivery locations. We continue to expand our footprints domestically and internationally and have ventured into the recycling export transport markets in Tampa, Jacksonville, and Miami, FL, and Baltimore, MD, in 2023, and Ensenada, Mexico in 2024, and Houston, Texas in 2025. We intend to explore the international market in Latin America, including Chancay, Peru, in the near future.

Current wording

We are a truckload services and solutions provider focused on the recycling export supply chain. We have become a key player in the New Jersey and Pennsylvania regional trucking market for waste paper. In addition to waste paper, our portfolio also includes the shipment of scrap metal and wooden logs from large waste companies, recycling centers and commodity traders to the ports of Newark, NJ, and Philadelphia, PA. We also provide import transportation services at these ports, transporting cargo-filled containers from the ports to our customers’ designated delivery locations. We continue to expand our footprints domestically and internationally and have ventured into the recycling export transport markets in Tampa, Jacksonville, and Miami, FL, and Baltimore, MD, in 2023, and Ensenada, Mexico in 2024, and Houston, Texas in 2025. We intend to explore the international market in Latin America, including Chancay, Peru, in the near future.

Previous wording

Revenue for the three months ended March 31, 2026 and 2025 was $4,106,943 and $3,811,610 , respectively, representing an increase of $ $295,333 or 8%. The revenue increase in the first quarter of 2026 was mainly due to our expansion into new markets as well as a substantial increase in import revenue.

Current wording

Revenue for the three months ended June 30, 2026 and 2025 was $4,640,068 and $3,968,924, respectively, representing an increase of $671,144 or 17%. The revenue increase in the second quarter of 2026 was mainly due to our expansion into new markets, a substantial increase in import revenue, as well as service price increases in response to market changes.

Previous wording

Costs of revenue Our cost of revenue includes all directly related costs to deliver our services, which includes independent contractor drivers, insurance, truck maintenance costs, equipment rental, parking rent expense, dispatch service fees, depreciation and amortization expense, and other directly related costs. Our costs of revenue for the three months ended March 31, 2026 and 2025 were $4,274,056 and $3,701,479, respectively, representing an increase of 15.5%.

Current wording

Costs of revenue Our cost of revenue includes all directly related costs to deliver our services, which includes independent contractor drivers, insurance, truck maintenance costs, equipment rental, parking rent expense, dispatch service fees, depreciation and amortization expense, and other directly related costs. Our costs of revenue for the three months ended June 30, 2026 and 2025 were $4,262,551 and $3,996,855, respectively, representing an increase of 7%.

Previous wording

Gross profit As a result of the foregoing, our gross profit decreased by $277,244 or 251.7% to $(167,113) for the three months ended March 31, 2026 from $110,131 for the three months ended March 31, 2025. As a percentage of revenue, gross profit margin decreased to (4)% for the three months ended March 31, 2026, as compared to 3% for the three months ended March 31, 2025.

Current wording

Gross profit As a result of the foregoing, our gross profit increased by $405,448 or 1,452% to $377,517 for the three months ended June 30, 2026 from $(27,931) for the three months ended June 30, 2025. As a percentage of revenue, gross profit margin increased to 8% for the three months ended June 30, 2026, as compared to (0.7)% for the three months ended June 30, 2025.

Previous wording

General and administrative expenses Our general and administrative expenses consist primarily of automobile, office, insurance, payroll and rent expenses. Our general and administrative expenses increased by $29,708 or 6% to $546,956 for the three months ended March 31, 2026 from $517,248 for the three months ended March 31, 2025. This change primarily results from a substantial increase in professional fees incurred during the three months ended March 31, 2025.

Current wording

General and administrative expenses Our general and administrative expenses consist primarily of automobile, office, insurance, payroll and rent expenses. Our general and administrative expenses decreased by $843,039 or 54% to $718,143 for the three months ended June 30, 2026 from $1,561,182 for the three months ended June 30, 2025. This change primarily results from a substantial decrease in professional fees incurred during the three months ended June 30, 2026 as well as stock-based compensation of $985,550 recognized during the three months ended June 30, 2025.

Previous wording

We recorded a provision for income benefits of $0 for the three months ended March 31, 2026, as compared to $93,660 for the three months ended March 31, 2025.

Current wording

We recorded a provision for income benefits of $0 for the three months ended June 30, 2026, as compared to $108,819 for the three months ended June 30, 2025.

Previous wording

Net loss for the three months ended March 31, 2026 and 2025 was $653,732 and $528,475, respectively. The increase in net loss was primarily due to the increase in costs of revenue.

Current wording

Net loss for the three months ended June 30, 2026 and 2025 was $306,711 and $1,531,523, respectively. The decrease in net loss was primarily due to a reduction in the general and administrative expenses, partially offset by an increase in costs of revenue.

Previous wording

Waste Paper. Revenue attributable to the transportation of waste paper fell to $2,065,017 for the three months ended March 31, 2026, a 20.2% change from $2,588,015 in the prior-year period. The decrease was principally attributed to a lower volume of outbound loads originating from recycling plants, driven by a shift in domestic mill demand to fulfill the increased containerboard recycling capacity.

Current wording

Waste Paper. Revenue attributable to the transportation of waste paper fell to $4,290,590 for the six months ended June 30, 2026, a 8.1% decrease from $4,670,575 in the prior-year period. The decrease was principally attributable to a lower volume of outbound loads originating from recycling plants, as new domestic containerboard capacity absorbed a greater share of recovered fiber and reduced export-bound volumes. The decline was concentrated in the first quarter of 2026 and was partially offset in the second quarter by improved load pricing per order.

Previous wording

Import. Import-related revenue increased to $1,409,083 compared with $870,714 in the three-month period ended March 31, 2025, representing a 61.8% increase. The increase was primarily attributable to an increase in production, which is a result of large import client acquisition and our ability to service with new equipment that is versatile and adjustable to provide double usage to handle more import containers.

Current wording

Import. Import-related revenue increased to $3,045,081 compared with $2,102,465 in the six-month period ended June 30, 2025, representing a 44.8% increase. The increase was primarily attributable to a shift toward higher-value loads and higher rates realized on import container movements, together with increased production volume driven by new import client acquisition and our ability to service additional import containers with new, versatile equipment.

Previous wording

The table below shows both the total NLCs and a breakdown of NLCs by commodity type during the three months ended March 31, 2026 and 2025. Our revenue generation directly corresponds to NLC but is also impacted by the rates charged to customers.

Current wording

The table below shows both the total NLCs and a breakdown of NLCs by commodity type during the six months ended June 30, 2026 and 2025. Our revenue generation directly corresponds to NLC but is also impacted by the rates charged to customers.

Previous wording

As of March 31, 2026 and December 31, 2025, we had cash of $836,167 and $1,202,395, respectively. To date, we have financed our operations primarily through revenue generated from operations as well as our proceeds received from our IPO in January 2025.

Current wording

As of June 30, 2026 and December 31, 2025, we had cash of $4,698,480 and $1,202,395, respectively. To date, we have financed our operations primarily through revenue generated from operations as well as our proceeds received from our IPO in January 2025, and net proceeds from our June 2026 private placement.

Previous wording

During the three months ended March 31, 2026, we had a net loss of $653,732 and net cash used in operations of $790,793. During 2026, we have begun to expand our business operations to certain new territories and have raised service prices in response to market changes. Additionally, approximately of $2 million of our outstanding loan receivable are expected to be collected in 2026 and will be used in our operations. Currently, we are working to improve our liquidity and capital sources. In order to fully implement our business plan and sustain continued growth. We may, however, in the future require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional loans. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. At the present time, however, we do not have commitments of funds from any lenders or potential investors. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

Current wording

During the six months ended June 30, 2026, we had a net loss of $960,443 and net cash used in operations of $918,415. During 2026, we have begun to expand our business operations to certain new territories and have raised service prices in response to market changes. Additionally, approximately of $2 million of our outstanding loan receivable are expected to be collected in 2026 and will be used in our operations. Currently, we are working to improve our liquidity and capital sources. In order to fully implement our business plan and sustain continued growth. We may, however, in the future require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional loans. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. At the present time, however, we do not have commitments of funds from any lenders or potential investors. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

Previous wording

The following table provides detailed information about our net cash flow for the three months ended March 31, 2026 and 2025:

Current wording

The following table provides detailed information about our net cash flow for the six months ended June 30, 2026 and 2025:

Previous wording

Cash used in operating activities decreased by approximately $93,650 for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to lower working capital outflows, including reduced increases in contract assets of approximately $308,947 and prepaid assets of approximately $112,567, as well as the absence of deferred tax impacts recognized in the prior-year period. These changes were partially offset by higher accounts receivable balances and decreases in accounts payable.

Current wording

Cash used in operating activities decreased by approximately $221,161 for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to lower working capital outflows, including reduced increases in contract assets of approximately $344,791 and prepaid assets of approximately $268,492, as well as the absence of deferred tax impacts recognized in the prior-year period. These changes were partially offset by higher accounts receivable balances and decreases in accounts payable.

Previous wording

Investing activities provided cash of $500,000 during the three months ended March 31, 2026, and used a net of $6,392,574 during the three months ended March 31, 2025. The change was primarily attributable to lower purchases of property and equipment, a $500,000 decrease in deposits on property and equipment – related party, and the absence of $5,700,000 note receivable advances made during the prior-year period.

Current wording

Investing activities provided cash of $500,000 during the six months ended June 30, 2026, and used a net of $6,712,944 during the six months ended June 30, 2025. The change was primarily attributable to lower purchases of property and equipment, a receipt of $500,000 related to deposits on property and equipment – related party, and the absence of $5,700,000 note receivable advances made during the prior-year period.

Previous wording

Financing activities used cash of $75,435 during the three months ended March 31, 2026, and a net of $8,459,232 during the three months ended March 31, 2025. Cash from financing activities decreased by $8,534,667. The change is primally due to the $8,459,232 decrease in the issuance of common stock, an increase of $9,432 of finance lease payments, and a net of $66,003 to repayments of loans payable.

Current wording

Financing activities provided cash of $3,914,500 during the six months ended June 30, 2026, and provided a net of $8,782,257 during the six months ended June 30, 2025. Cash from financing activities decreased by $4,867,757. The change is primally due to $4,329,232 decrease in the issuance of common stock, an increase of $28,872 of finance lease payments and a net of $181,153 decrease in repayments of loans payable.

Previous wording

Accounts receivable represent revenue earned for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and adjusted for amounts management expects to collect from balances outstanding at period-end. The Company adopt the current expected credit loss model (“CECL model”) to estimate the expected credit losses, which is determined by multiplying the probability of default. The Company estimates the allowance for credit loss based on an analysis of specific accounts and an assessment of the customer’s ability to pay, among other factors. The allowance for credit losses was $123,371 as of March 31, 2026 and December 31, 2025.

Current wording

Accounts receivable represent revenue earned for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and adjusted for amounts management expects to collect from balances outstanding at period-end. The Company adopts the current expected credit loss model (“CECL model”) to estimate the expected credit losses, which is determined by multiplying the probability of default. The Company estimates the allowance for credit loss based on an analysis of specific accounts and an assessment of the customer’s ability to pay, among other factors. The allowance for credit losses was $123,371 as of June 30, 2026 and December 31, 2025.