Toppoint Holdings Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1: NATURE OF OPERATIONS

Nature of Operations

In these notes, the terms “it”, “its”, the “Company” refer to Toppoint Holdings Inc. The Company was incorporated during August 2022 in the State of Nevada. During September 2022, the Company entered into a Share Exchange Agreement with Toppoint, Inc. and its sole stockholder and Chief Executive Officer of the Company, Hok C. Chan (“Former Owner”), pursuant to which the sole stockholder exchanged all common stock in Toppoint, Inc. for 7,500,000 shares of common stock of the Company. As a result, the Company acquired all of the issued and outstanding shares of common stock of Toppoint, Inc., making Toppoint, Inc. its wholly-owned subsidiary (“Common Control Transfer”). The Former Owner owned 100% of Toppoint, Inc., and still effectively controls the Company after the merger. Since the exchange was a transaction between entities under common control, the net assets received by the Company were accounted for at historical cost as of January 1, 2022, the earliest date of presentation of these unaudited condensed consolidated financial statements. This is a retrospective presentation for all equity related disclosures, including issued shares and earnings per share, which have been revised to reflect the effects of the commonly controlled transaction with ASC 250 “Accounting Changes and Errors” as of January 1, 2022. ASC 250 requires that a change in the reporting entity from reorganization entities under common control, be retrospectively applied to the financial statements of all prior periods when the financial statements are issued for a period that includes the date the change in reporting entity of the transaction occurred. The Company completed its public offering on January 23, 2025 with gross proceeds of $10,000,000.

On June 4, 2025, the Company established a wholly-owned subsidiary, Topp Metals Inc., which was incorporated under the provisions of the Pennsylvania Business Corporation Law of 1988, with its registered office located in Lansdale, Pennsylvania. As of the date of these financial statements released, Topp Metals Inc. has no business activities.

The Company is a truckload services and solutions provider focused on the recycling export supply chain. The Company has become a key player in the New Jersey and Pennsylvania regional trucking market for waste paper. In addition to waste paper, the Company’s portfolio also includes the shipment of scrap metal and wooden logs from large waste companies, recycling centers and commodity traders to the ports of Newark, NJ and Philadelphia, PA. The Company also provides import transportation services at these ports, transporting cargo-filled containers from the ports to its customers’ designated delivery locations. The Company continues to expand its footprints domestically and internationally and have ventured into the recycling export transport markets in Tampa, Jacksonville, and Miami, FL, and Baltimore, MD, in 2023, and Ensenada, Mexico in 2024, and Houston, Texas in 2025.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 8 Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes for the years ended December 31, 2025 and 2024 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 25, 2026. In the opinion of management, all adjustments, consisting of normal accruals, considered necessary for a fair presentation of the interim financial statements have been included. Results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Toppoint, Inc. and Topp Metals Inc. All intercompany balances and transactions are eliminated in consolidation.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of estimated credit loss of accounts receivables, valuation of long-lived assets (including property and equipment and intangible assets), estimates used in lease accounting and valuation of deferred tax assets. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Accounts Receivable, net

Accounts receivable represent revenue earned for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and adjusted for amounts management expects to collect from balances outstanding at period-end. The Company 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.

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation. The Company provides for depreciation on a straight-line basis over the estimated useful lives of the assets. Equipment is depreciated over its useful life offive years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets when they are placed into service. The Company evaluates property and equipment for impairment periodically to determine if changes in circumstances or the occurrence of events suggest the carrying value of the asset or asset group may not be recoverable. Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized. As of June 30, 2026, and December 31, 2025, the Company’s property and equipment balance consisted of leasehold improvements and equipment.

Intangible Assets

Intangible assets consist of internally developed software in the amount of $806,614 as of June 30, 2026 and December 31, 2025. The software is amortized on a straight-line basis over its estimated useful life ofthree years beginning when it is placed into service. The software was developed to utilize AI based technology and synch with custom software designed specifically for the Company’s needs in the export drayage vertical. The Company evaluated intangible assets for impairment as of June 30, 2026 and December 31, 2025 and determined that there are no impairment losses.

Long-lived Assets

In accordance with ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset, current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset compared to the estimated future undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss equal to the excess of the carrying value over the asset’s fair market value is recognized when the carrying amount exceeds the undiscounted cash flows.

The impairment loss is recorded as an expense and a direct write-down of the asset. No impairment loss was recorded for the three and six months ended June 30, 2026 and 2025.

Debt Issuance Costs

Debt issuance cost related to a recognized debt liability is presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. Amortization of debt origination costs is calculated using the effective interest method and is included as a component of interest expense.

Revenue Recognition

The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting Standards Board (“FASB”) – Accounting Standards Codification 606*“Revenue From Contracts With Customers*” (“ASC 606”), which has established a five-step process to govern contract revenue and satisfy each element is as follows: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as you satisfy a performance obligation. The Company records the revenue once all the above steps are completed and services are performed.

The Company’s contracts with customers only include one performance obligation, which is to provide the delivery of truckload services. Revenue is recognized in the gross amount at a point in time when the service is completed and the benefit of our services has been transferred to the customer. This has been determined to be when the goods are delivered to its final destination point. At this point in time, the Company has a present right to payment, and the performance obligation has been met. It is not until delivery is completed, that the Company completed its performance obligation. The customer is not simultaneously receiving and consuming the benefit of the performance until the delivery to its final destination. The Company has determined that during transit, which is typically within twenty four hours, it would be impractical for another entity to complete its performance obligation due to various circumstances which would not lend it to be feasible. Additionally, every performance obligation of the Company is related to a unique order number between the customer and the final destination point. If that specific order cannot be completed, the Company or another provider would need to go through a process change of receiving a new order number due to homeland security and customs restrictions which results in the customer not simultaneously receiving benefits during transit time. The Company is primarily responsible for fulfilling the promise to provide the specified service to its customers. In addition, the Company has discretion in establishing the price for the specified services and bears risk of loss of goods until delivery is completed. Transport time from pick up to the delivery of truckloads is typically within the same day. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for those services. Because revenue is recognized at the point in time services are sold to customers, there are no contract liability balances except for when an amount is billed before the service is performed, however there may be contract asset balances for any services provided that were not billed. The Company’s revenue recognition is the same for whether the Company engages independent contractors or its brokerage model for owner operators.

Disaggregation of Revenue

The Company’s revenue is principally derived from providing truckload services focused on the recycling export supply chain.

The Company disaggregates their revenue by the type of commodity, as shown below for the three months ended June 30, 2026 and 2025:

The Company disaggregates their revenue by the type of commodity, as shown below for the six months ended June 30, 2026 and 2025:

Contract Assets and Contract Liabilities

Contract assets include unbilled amounts from services which have been provided and revenue recognized. Contract asset balances amounted to $172,752 and $178,392 as of June 30, 2026 and December 31, 2025, respectively.

Contract liabilities include amounts billed and collected before any service is performed. Contract liabilities amounted to $25,022 and $23,091 as of June 30, 2026 and December 31, 2025, respectively. The amounts of revenue recognized for the six months ended June 30, 2026 and 2025 that was included in the deferred revenue were $23,091 and $nil, respectively.

Costs of revenue

Costs of revenue includes all directly related costs to deliver our services, which includes independent contractor drivers, insurance, truck maintenance costs, equipment rental, parking rent expense, dispatch service fees, depreciation and amortization and other directly related costs. Such costs are expensed as incurred.

Related Party Transactions

The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards.

Parties, which can be a corporation or individual, are related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Transactions between related parties commonly occurring in the normal course of business are related party transactions. Transactions between related parties are also considered to be related party transactions even though they may not be given accounting recognition. While ASC does not provide accounting or measurement guidance for such transactions, it nonetheless requires their disclosure.

Share-based compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, including non-employee directors, the fair value of a stock option award is measured on the grant date. The fair value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award. Stock-based compensation expense to employees and all directors are reported within payroll and related expenses in the unaudited condensed consolidated statements of operations. Stock-based compensation expense to non-employees is reported within marketing and business development expense in the unaudited condensed consolidated statements of operations.

Fair Value of Financial Instruments

The Company applies the fair value measurement accounting standard in accordance with ASC 820-10, “Fair Value Measurements and Disclosures,” whenever other accounting pronouncements require or permit fair value measurements. Fair value is defined in ASC 820-10 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels (Level 1 is the highest priority and Level 3 is the lowest priority):

Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, loan receivable-current, prepaid expenses and other current assets, loans payable, accounts payable and accrued expenses and other current liabilities and deferred revenue approximated the fair value of the respective assets and liabilities as of June 30, 2026 and December 31, 2025 based upon the short-term nature of the assets and liabilities.

The Company believes that the carrying amount of loan receivable-noncurrent and loans payable-noncurrent approximate their fair values at June 30, 2026 and December 31, 2025 based on the terms of the borrowings and current market rates as the rates of the borrowings are reflective of the current market rates.

Income Taxes

The Company accounts for income taxes utilizing the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted.

The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.

The Company evaluates uncertain income tax positions taken or expected to be taken in a tax return for recognition in its unaudited condensed consolidated financial statements. The Company was not required to recognize any amounts from uncertain tax positions for the three and six months ended June 30, 2026 and 2025. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof, as well as other factors. Generally, federal, state and local authorities may examine the Company’s tax returns forthree years from the date of filing.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, the restoration of 100% bonus depreciation, the introduction of new Section 174A permitting immediate expensing of domestic research and experimental expenditures, modifications to Section 163(j) interest expense limitations, updates to the rules governing global intangible low-taxed income, amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements. The Company is currently assessing the impact of the OBBBA and an estimate of the impact on the Company’s unaudited condensed consolidated financial statements is not yet available.

Earnings (Loss) Per Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings (loss) per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants, options, and restricted stock units. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of June 30, 2026 and December 31, 2025, the Company had 125,000 outstanding warrants that were excluded from diluted EPS because their effect was anti-dilutive.

Segment Information

An operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker (the “CODM”) in order to allocate resources and assess the performance of the segment. The Company has identified its Chief Executive Officer as the CODM.

In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM or decision-making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s CODM for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the CODM, reviews operating results by the revenue of different products. Based on management’s assessment, the Company has determined that it hasone operating segment.

Recent Accounting Pronouncements

In January 2025, the FASB issued ASU 2025-01,Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This update clarified that the disaggregation requirements of ASU 2024-03 are effective for public business entities for annual periods beginning after December 15, 2026. The Company is currently evaluating the impact this new standard will have on the related disclosures in the condensed consolidated financial statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquirer in the Acquisition of a Variable Interest Entity. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting period within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation (Topic 718) and Revenue from contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim reporting period within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not been issued or made available for issuance. The Company adopted ASU 2025-05 effective January 1, 2026 and did not elect the practical expedient provided by the amendments. The adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements or related disclosures. The Company continues to estimate expected credit losses on its accounts receivable and contract assets in accordance with ASC 326. “

In September 2025, the FASB issued ASU 2025-06, which modernizes the accounting for internal-use software costs and makes targeted improvements to the related guidance. The ASU is effective for annual periods beginning after December 15, 2027, including interim periods, with early adoption permitted. The Company is currently evaluating the impact of this ASU and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

Reclassification

Certain prior period operating expenses have been reclassified to cost of revenue to conform with the current periods presentation. These reclassifications were made for comparative purpose and had no effect on the previous reported total assets, liabilities or net loss.

NOTE 3: LIQUIDITY

The Company incurred a net loss of $306,711 and $960,443 for the three and six months ended June 30, 2026, respectively. As of June 30, 2026, the Company had cash balance of $4,698,480 and working capital of $7,380,810. The Company had cash outflow of $918,415 used for operating activities, cash inflow of $3,914,500 from financing activities and cash inflow of $500,000 from investing activities for the six months ended June 30, 2026. Since the completion of its IPO in January 2025, the Company has primarily funded its working capital needs through equity financings. During the three months ended June 30, 2026, the Company received net proceeds of approximately $4.1 million from the issuance of common stock. See Note 10 for additional information regarding the equity financing. The working capital requirements are affected by the efficiency of operations and depend on the Company’s ability to increase its revenue. During the six months ended June 30, 2026, the Company has expanded its business operations to certain new territories, has raised its service prices in response to market changes, and has raised funds through the issuance of common stock. Additionally, as disclosed in Note 5, approximately $2 million outstanding loan receivable are expected to be collected in 2026 and will be used in its operations.

Currently, the Company is working to improve its liquidity and capital sources. In order to fully implement its business plan and sustain continued growth, the Company may need additional cash resources in the future if the Company experiences changed business conditions or other developments and may also need additional cash resources in the future. The Company is in the process of discussing working capital and financing through various lenders and financial institutions. At the present time, however, the Company does not have commitments of funds from any lenders or potential investors.

NOTE 4: ACCOUNTS RECEIVABLE, NET

Accounts receivable, net, consisted of the following at June 30, 2026 and December 31, 2025:

The movement of allowance for credit losses is as follows:

As of the issuance date of this Form 10-Q, the Company has collected $1,412,975 of accounts receivable outstanding as of June 30, 2026.

NOTE 5: LOAN RECEIVABLE

On January 27, 2025, the Company entered into a loan receivable agreement with Golden Bridge Capital Management Limited (“Golden”), whereas the Company lent Golden $6,000,000 for a temporary debt investment. The loan was to be repaid with a minimum of $1,000,000 principal payments quarterly, with accrued interest at an annual rate of 5%. Golden is currently not a credit rated lender.

The Golden loan receivable was amended on April 7, 2025, to amend the payment terms and interest as follows: payments to be made are a minimum of $1,000,000 by January 2026, $2,000,000 from January 2026 through January 2027 and $3,000,000 from January 2027 through January 2028, plus accrued interest at an annual rate of 7%. If the debt is not repaid in accordance with the foregoing schedule, an additional penalty interest of 5% per annum will apply to any overdue amounts. During the three months ended June 30, 2026 and 2025, the Company recognized interest income in the amount of $88,472 and $100,859, respectively and $175,972 and $173,192 during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, the loan receivable principal balance was $5,000,000, of which $2,000,000 was classified as current and $3,000,000 as non-current, and the interest receivable balance was $541,751.

NOTE 6: PROPERTY AND EQUIPMENT, NET AND INTANGIBLE ASSETS, NET

Property and equipment, net, consist of the following:

Depreciation expense amounted to $79,751 for the three months ended June 30, 2026 and $133,673 for the three months ended June 30, 2025. Depreciation expense amounted to $159,502 for the six months ended June 30, 2026 and $230,706 for the six months ended June 30, 2025.

Intangible assets, net, consist of the following:

Amortization expense amounted to $67,218 for the three months ended June 30, 2026 and June 30, 2025. Amortization expense amounted to $134,436 for the six months ended June 30, 2026 and June 30, 2025.

The following table represents the total estimated amortization of intangible assets for the succeeding years:

NOTE 7: LOANS PAYABLE

Loans payable is summarized as follows:

Interest expense on loans payable mentioned above amounted to $26,479 and $1,251 for the three months ended June 30, 2026 and 2025, respectively. Interest expense on loans payable mentioned above amounted to $44,692 and $2,501 for the six months ended June 30, 2026 and 2025, respectively. Amortization of debt issuance costs amounted to $6,250 and $12,500 for the three and six months ended June 30, 2026, respectively.

At June 30, 2026, combined scheduled maturities of the outstanding debt are as follows:

NOTE 8: LEASES

The Company leases an office, parking area and automobiles under non-cancelable operating lease agreements. The leases have remaining lease terms ranging fromone totwo years.

Supplemental balance sheets information related to leases is as follows:

The Company calculated the implicit rate on the automobile lease with information contained in the respective leases. Based upon the lease agreements, the Company was able to calculate such amount. As the office lease did not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments, which is reflective of the specific term of the leases and economic environment of each geographic region.

The Company’s leased automobile is currently used for promotional services. These leases often contain large material upfront downpayments due to the fact that they are expensive automobiles which are necessary for business development.

The Company has entered into two office leases with related parties, which are the chief executive officer and a family member of the chief executive officer. The lease with the family member of the chief executive officer has expired in October 2025.

Anticipated future lease costs, which are based in part on certain assumptions to approximate minimum annual rental commitments under non-cancelable leases, are as follows:

Total lease expense for operating leases accounted for under ASC 842 amounted to $93,549 and $118,550 for the three months ended June 30, 2026 and 2025, respectively, of which $16,500 and $41,500, respectively, were incurred in connection with leases from related parties. Total lease expense for leases accounted for under ASC 842 amounted to $187,099 and $226,099 for the six months ended June 30, 2026 and 2025, respectively, of which $33,000 and $72,000, respectively, were incurred in connection with leases from related parties.

The Company leases equipment under a non-cancelable finance lease agreement.

Supplemental balance sheet information related to leases is as follows:

The maturities of finance lease liabilities as of June 30, 2026 were as follows:

For the six months ended June 30, 2026, the Company recognized amortization expense of $26,042 related to finance lease right-of-use assets and interest expense of $6,434 related to finance lease liabilities.

For the three months ended June 30, 2026, the Company recognized amortization expense of $15,625 related to finance lease right-of-use assets and interest expense of $4,098 related to finance lease liabilities.

The Company has various other leases which do not fall under the guidance of ASC 842, primarily because there is not an identified asset. Such leases are not included in any amounts noted above.

NOTE 9: COMMITMENTS AND CONTINGENCIES

Litigation Costs and Contingencies

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results besides the litigation listed below.

NOTE 10: STOCKHOLDERS’ EQUITY

At June 30, 2026, the Company had 300,000,000 shares of common stock authorized with a par value of $0.0001, and 50,000,000 shares of preferred stock authorized with a par value of $0.0001.

On August 16, 2022, the Company issued 7,500,000 shares of common stock tofour investors at a per share purchase price of $0.0001. The four investors were the founders of the Company. On September 29, 2022, the Company issued 7,500,000 shares of common stock at par, in conjunction with the Common Control Transfer. Prior to the Common Control Transfer, the Former Owner, owned 100% of Toppoint, Inc. Additionally, the Company and The then current shareholders entered into a Voting Agreement and Irrevocable Proxy (the “Voting Agreement”), whereas each shareholder, unconditionally and irrevocably appoints the Former Owner, as each shareholders proxy to attend and vote at each annual general meeting of the shareholders of the Company and at any other meetings of the shareholders of the Company called, and at every adjournment or postponement thereof, and on every action or approval by written consent or resolution of the shareholders of the Company, until the earlier of (i) the date on which the Company completes its initial public offering, or (ii) the written agreement of all the parties of the agreement to terminate it. As such, the voting agreement terminated on January 23, 2025.

On January 21, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”), with A.G.P./Alliance Global Partners (“AGP”), as representative of the underwriters named on Schedule 1 thereto, relating to the Company’s initial public offering of 2,500,000 shares of common stock (the “IPO Shares”). Pursuant to the Underwriting Agreement, in exchange for AGP’s firm commitment to purchase the IPO Shares, the Company agreed to sell the IPO Shares to AGP at a purchase price of $3.72 (93% of the public offering price per share of $4.00, after deducting underwriting discounts and before deducting a 1% non-accountable expense allowance). The Company also agreed to issue AGP warrants (the “Representative’s Warrant”) to purchase 5% of the aggregate number of the IPO Shares, at an exercise price equal to $4.80, equal to 120% of the public offering price, subject to adjustment.

On January 22, 2025, the IPO Shares were listed and commenced trading on the NYSE American.

The closing of the initial public offering took place on January 23, 2025. At the closing, the Company sold the IPO Shares for total gross proceeds of $10,000,000. After deducting the underwriting discounts, non-accountable expense allowance, and other expenses from the gross proceeds, the Company received net proceeds of approximately $8.28 million. The Company also issued AGP the Representative’s Warrant exercisable for the purchase of 125,000 shares of common stock at an exercise price of $4.80 per share, subject to adjustment. The Representative’s Warrant may be exercised by payment of cash or by a cashless exercise provision, and may be exercised at any time for three (3) years following the date of commencement of sales of the initial public offering, in whole or in part.

The offer and sale of the IPO Shares, and the issuance of the Representative’s Warrant, were registered pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-281474), as amended (the “IPO Registration Statement”), initially filed with the SEC on August 12, 2024, and declared effective by the SEC on January 21, 2025, and by means of the final prospectus, dated January 21, 2025, filed with the SEC on January 22, 2025 pursuant to Rule 424(b)(4) of the Securities Act (the “Final IPO Prospectus”).

The IPO Registration Statement included the registration for sale of an additional 375,000 shares of common stock at the public offering price of $4.00 per share upon full exercise of the underwriters’ over-allotment option. The additional shares of common stock underlying the Representative’s Warrant registered for sale by the IPO Registration Statement included 18,750 shares of common stock that the underwriters had the option to purchase upon exercise of the Representative’s Warrant which would be issuable upon full exercise of the underwriters’ over-allotment option. The underwriters’ over-allotment option expired unexercised.

Warrant activity as of June 30, 2026 is summarized as follows:

Equity Incentive Plan

On October 1, 2022, the Company established the 2022 Equity Incentive Plan. The purpose of the Plan is to grant restricted stock, stock options and other forms of incentive compensation to our officers, employees, directors and consultants. The maximum number of shares of common stock that may be issued pursuant to awards granted under the Plan is 2,250,000 shares. Cancelled and forfeited stock options and stock awards may again become available for grant under the Plan. Awards that may be granted include: (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards, (e) Performance Share Awards, and (f) Performance Compensation Awards. As of June 30, 2026,50,000 units remain available for issuance under the Plan.

June 2026 Private Placement

On May 19, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (collectively, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers, in a private placement, an aggregate of 5,000,000 shares of the Company’s common stock, par value $0.0001 per share, at a purchase price of $0.83 per share. The private placement closed on June 8, 2026. The Company received gross proceeds of $4,150,000 and net proceeds of $4,130,000 after deducting related offering costs of $20,000. The Company intends to use the net proceeds for general corporate and working capital purposes.

NOTE 11: CONCENTRATIONS

Concentration of Credit Risk

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through June 30, 2026. The Company’s bank balances exceeded FDIC insured amounts at times during the periods ending June 30, 2026 and December 31, 2025.

During the three months ended June 30, 2026 and 2025, two customers accounted for approximately 13% and 12%, and three customers accounted for approximately 13%,12% and 10%, respectively, of the Company’s total revenue. During the six months ended June 30, 2026 and 2025, three customers accounted for approximately 13%,11% and 10%, and 13%,12% and 11%, respectively, of the Company’s total revenue.

As of June 30, 2026, two customers accounted for approximately 10% and 10% , respectively of the Company’s total accounts receivable balance. As of December 31, 2025, two customers accounted for approximately 15% and 13%, respectively of the Company’s total accounts receivable balance.

During the three and six months ended June 30, 2026, no individual supplier accounted for 10% or more of the Company’s total purchases. During the three and six months ended June 30, 2025, one supplier accounted for approximately 11% and 10% of the Company’s total purchases, respectively.

NOTE 12: RELATED PARTY TRANSACTIONS

As disclosed in Note 8, the Company leased office space from Yu Ching Su, a relative of Mr. Hok C Chan, the Chief Executive Officer , at 1900 N. Bayshore Drive, Unit No. 2301, Miami Beach, FL, 33141, with an area of 1,378 square feet, for use as office space. The lease term was from October 2022 to October 2025. The rent expense for these leases amounted to $25,000 and $50,000 for the three and six months ended June 30, 2025. This lease expired in October 2025 and has since not been renewed. The Company also lease its principal executive office at 1250 Kenas Road, North Wales, PA 19454 from Hok C Chan, the Executive Officer and Chairman, for a monthly rent of $5,500, with a term commencing on March 1, 2025 and ending on March 1, 2027. The rent expense for this lease amounted to $16,500 and $16,500 for the three months ended June 30, 2026 and 2025, respectively. The rent expense for this lease amounted to $33,000 and $22,000 for the six months ended June 30, 2026 and 2025, respectively.

For the three months ended June 30, 2026 and 2025, the Company incurred and paid expenses of $47,562 and $106,491, respectively, to 4 John Trucking (an entity owned by the former Chief Financial Officer) for equipment rent related expenses and consulting fees. For the six months ended June 30, 2026 and 2025, the Company paid the 4 John Trucking (an entity owned by the former Chief Financial Officer) $95,170 and $219,744, respectively, for such services. Equipment rent related expenses were recorded as cost of revenues-related parties, while consulting fees were recorded as general and administrative expenses in the unaudited condensed consolidated statements of operations.

For the three months ended June 30, 2026 and 2025, the Company incurred expenses of $225,000 and $243,535, respectively, for various services related to dispatch of independent truck drivers, provided by a related party (family member of the Chief Executive Officer). For the six months ended June 30, 2026 and 2025, the Company incurred expenses of $525,000 and $393,535, respectively, for such service. These service fees were recorded as cost of revenue- related parties in the unaudited condensed consolidated statements of operations.

On July 1, 2024, the Company issued Hok C Chan, the Chief Executive Officer, a promissory note for advances he may provide to the Company from time to time, including $600,000 provided on June 21, 2024. The promissory note bears an annual interest rate of 36.88%, increasing to 55% per annum after maturity, and outstanding amounts are due 90 days after the delivery of the respective advance to the Company or the respective direct payment to the Company’s creditor(s). The maturity date for the $600,000 advance was subsequently extended to December 18, 2024. On November 11, 2024, Hok C Chan advanced an additional $500,000 to the Company under the promissory note. This amount is due 90 days after delivery, or February 9, 2025. During the three months ended March 31, 2025, the related party borrowings due to Hok C Chan were extended to June 16, 2025 and August 8, 2025. Additionally, the interest rate has been increased to 55% per annum. The Company and Mr. Chan have continued to mutually agree to extend the repayment terms of the outstanding balances from time to time. As mutually agreed to, the amount due to Mr. Chan is currently due on demand. On July 7, 2025, the Company made a principal repayment of $1,015,513 to Hok C Chan. As of June 30, 2026, the outstanding loan balance due to Hok C Chan was $84,487. On August 7, 2026, the Company repaid the remaining principal balance of $84,487. The accrued interest was not repaid and remained outstanding. Interest expense on such amount was $11,585 and $150,836 for the three months ended June 30, 2026 and 2025 and $23,043 and $249,617 for the six months ended June 30, 2026 and 2025, respectively, and was accrued and included in accounts payable and accrued expenses on the accompanying unaudited condensed consolidated balance sheet.

On December 3, 2025, December 19, 2025, and January 27, 2026, the Company entered into three separate share purchase agreements with three investors and Hok C. Chan, the Chief Executive Officer, as the seller. Pursuant to these agreements, the investors purchased an aggregate of 3,600,000 shares of the Company’s common stock from Mr. Chan, and the Company agreed to provide to the investors the right to purchase its pro rata portion of any new shares that the Company may from time to time propose to issue or sell to any person.

NOTE 13: INCOME TAXES

The Company’s provision for income taxes consists of the following for the six months ended June 30, 2026 and 2025:

A reconciliation of the federal statutory rate of 21% for the six months ended June 30, 2026 and 2025 to the effective rate for (loss) income from operations before income taxes is as follows:

The tax effects of these temporary differences along with the net operating losses, net of an allowance for credits, have been recognized as deferred tax assets (liabilities) at June 30, 2026 and December 31, 2025 as follows:

As of June 30, 2026, the Company had a net operating loss carryforward of approximately $3,600,000 for Federal and State tax purposes. The net operating loss will carryforward indefinitely and be available to offset up to 80% of future taxable income each year.

The Company establishes a valuation allowance, if based on the weight of available evidence, it is more likely than not that some portion or all of the deferred assets will not be realized. The Company recorded a valuation allowance against its net deferred tax asset of $1,994,607 as of June 30, 2026.

The Company’s current portion of its provision for income taxes during the six months ended June 30, 2025 resulted from a payment for income taxes due with its prior year return.

NOTE 14: SEGMENT INFORMATION

The Company operates asone operating segment where it derives its revenue from the delivery of truckload services. To assess performance the chief operating decision maker (“CODM”), who is the Chief Executive Officer, evaluates the operating results and performance through net income. Our CODM regularly reviews net income as reported on the statement of operations for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting future periods. In addition to net income overall, the CODM also regularly reviews additional significant expense categories, which comprise costs of revenue within the Company’s unaudited condensed consolidated statements of operations. All other financial statement metrics are reviewed and/or considered on a consolidated basis:

NOTE 15: LOSS PER SHARE

Basic EPS is computed by dividing loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.

Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants, options, and restricted stock units. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of June 30, 2026 and 2025, the Company had 125,000 outstanding warrants that were excluded from diluted EPS because their effect was anti-dilutive.

NOTE 16: SUBSEQUENT EVENTS

On August 7, 2026, the Company repaid the remaining principal balance of $84,487 under the promissory note with Hok C Chan, the Company’s Chief Executive Officer. The repayment did not include accrued and unpaid interest, which remained outstanding as of the repayment date.

The Company has evaluated subsequent events and transactions through August 12, 2026, which was the date of the unaudited condensed consolidated financial statements was issued, and determined that no other events that would required adjustment or disclosure in the unaudited condensed consolidated financial statements.