PS International Group Ltd.
For the period ended Jun 30, 2026. Filed Nov 3, 2026.
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Jun 30, 2026 · Filed Nov 3, 2026
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Contents
EX-99.1 · Dividends
Dividends
The ordinary shareholders are entitled to receive dividends, if and when declared by the Company’s board of directors. There isno declaration of dividends for the six months ended June 30, 2025 and 2026.
NOTE 18 — SHARE-BASED COMPENSATION
In July 2024, the board of directors of the Company approved the grant of 302,500 share options, representing 302,500 ordinary shares of the Company to certain directors, employees and consultants under the 2024 Share Incentive Plan of the Company. The maximum number of ordinary shares that may be issued under the 2024 Share Incentive Plan (the “2024 Plan”) is 315,878 ordinary shares. The exercise price is $0.08 per ordinary share.
Compensation expense is recognized over the vesting period of the share options based on the fair value of the shares at the grant date. The fair value of share options is determined using the Binomial Option Pricing Model. Certain shares vest on the grant date or the first anniversary of the vesting commencement date, while others vest on the second anniversary. As of December 31, 2025 and June 30, 2026, a total of 302,500 shares have been granted under the 2024 Plan.
The weighted average grant date fair value is $23.68 ($2.96 before giving effect to the Reverse Stock Split) for the year ended December 31, 2024. The following are the assumptions used in valuing the share options on the grant date during the year ended December 31, 2024 (in percentages, except as noted):
| As of the | |
|---|---|
| grant date | |
| Volatility | 15.69 |
| Risk-free rate | 4.12 |
| Pre-vesting forfeiture rate | 0.00 – 15.92 |
| Dividend yield | 0.00 |
NOTE 18 — SHARE-BASED COMPENSATION (CONTINUED)
A summary of changes in the Company’s nonvested share options for the year is summarized as follows:
| Weighted | ||
|---|---|---|
| average grant | ||
| Number of | date per share | |
| shares | fair value | |
| Balance at January 1, 2025 | 65,625 | $24.25 |
| Vested and exercised | (43,750) | 24.94 |
| Forfeited | (12,125) | 22.87 |
| Non-vested at December 31, 2025 | 9,750 | $22.87 |
| Balance at January 1, 2026 | 9,750 | $22.87 |
| Forfeited | (5,500) | 19.53 |
| Non-vested at June 30, 2026 | 4,250 | $27.21 |
As of December 31, 2025 and June 30, 2026, there was $29,696 andnil unrecognized share-based compensation expenses related to nonvested shares granted under the 2024 Plan. The total fair value of share options vested during the year ended December 31, 2025 and six months ended June 30, 2026 was $1,091,293 andnil, respectively.
The share-based compensation expense and benefit related to share options are recorded as components of general and administrative expenses.
NOTE 19 – DISAGGREGATED REVENUES
Information for the Company’s breakdown of revenues by service type for the six months ended June 30, 2025 and 2026 are as follows:
| For the six months ended June 30, | ||
|---|---|---|
| 2025 | 2026 | |
| Freight forwarding services | ||
| - Air freight | $22,552,413 | $26,295,812 |
| - Ocean freight | 599,588 | 236,003 |
| Subtotal | 23,152,001 | 26,531,815 |
| Ancillary logistic services | 35,799 | 1,776 |
| Total | $23,187,800 | $26,533,591 |
NOTE 19 – DISAGGREGATED REVENUES (CONTINUED)
Information for the Company’s breakdown of revenue from freight forwarding services for the six months ended June 30, 2025 and 2026 are as follows:
| For the six months ended June 30, | ||
|---|---|---|
| 2025 | 2026 | |
| Export shipments | ||
| - Air | $22,551,083 | $26,295,812 |
| - Ocean | 598,148 | 234,420 |
| - Subtotal | 23,149,231 | 26,530,232 |
| Import shipments | ||
| - Air | 1,330 | — |
| - Ocean | 1,440 | 1,583 |
| - Subtotal | 2,770 | 1,583 |
| Total | $23,152,001 | $26,531,815 |
Information for the Company’s breakdown of export revenue destination for the six months ended June 30, 2025 and 2026 are as follows:
| For the six months ended June 30, | ||||
|---|---|---|---|---|
| 2025 · 2026 | ||||
| United States | $16,447,419 | 71.05% | $15,093,633 | 56,89% |
| Canada | 935,807 | 4.04% | 213,254 | 0.80% |
| France | 60,860 | 0.26% | 20,232 | 0.08% |
| United Kingdom | 1,558,376 | 6.73% | 1,512,267 | 5.70% |
| The Netherlands | 1,618,362 | 7.00% | 926,938 | 3.49% |
| Mexico | 6,652 | 0.03% | 7,110,033 | 26.80% |
| Others (Note) | 2,521,755 | 10.89% | 1,653,875 | 6.24% |
| Total export revenue | $23,149,231 | 100% | $26,530,232 | 100% |
Note: Others represent several countries including, among others, Qatar, Japan, Malaysia and Cyprus, etc.
Information for the Company’s breakdown of revenue by types of customers for the six months ended June 30, 2025 and 2026 are as follows:
| For the six months ended June 30, | ||
|---|---|---|
| 2025 | 2026 | |
| Freight forwarders | $23,040,700 | $21,961,910 |
| Direct customers | 147,100 | 4,571,681 |
| Total | $23,187,800 | $26,533,591 |
NOTE 20 – INCOME TAX
Cayman Islands and British Virgin Islands (“BVI”)
The Company is incorporated in the Cayman Islands and several of its wholly-owned subsidiaries are incorporated in BVI. Under the current laws of the Cayman Islands and the BVI, these entities are not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the Cayman Islands and the BVI.
Hong Kong
On March 21, 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”) which introduces the two-tiered profits tax rates regime. The Bill was signed into law on March 28, 2018 and was gazetted on the following day. Under the two-tiered profits tax rates regime, the first HKD 2 million of profits of the qualifying group entity will be taxed at 8.25%, and profits above HKD 2 million will be taxed at 16.5%. The profits of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.
For the six months ended June 30, 2025 and 2026, the Company generated substantially all of its taxable income in Hong Kong. The tax expenses records in the Company’s result of operations are almost entirely attributable to income earned in Hong Kong. Should the Company’s operations expand or change in the future, where the Company generates taxable income in other jurisdictions, the Company’s effective tax rates may substantially change.
Significant components of the provision for income taxes are as follows:
| For the six months ended June 30, | ||
|---|---|---|
| 2025 | 2026 | |
| Hong Kong profit tax: | ||
| - Current period | $— | $— |
| Income tax expenses | $— | $— |
The effective tax rates on loss before income taxes for the six months ended June 30, 2025 and 2026 was 0%.
The Company is headquartered in Hong Kong and the subsidiaries incorporated in Hong Kong functions as the Company’s primary business operation center. Therefore, the Company uses Hong Kong’s income tax rate as applicable statutory income tax rate. As previously disclosed for the six months ended June 30, 2025, prior to the adoption of ASU 2023-09, a reconciliation of the differences between the Hong Kong statutory income tax rate and the Company’s effective income tax rate is as follows:
The following table reconciles statutory rate to effective tax rate:
| For the six months ended June 30, | |
|---|---|
| Hong Kong statutory income tax rate | 16.50% |
| - Non-taxable income | 56.77% |
| - Non-deductible expenses | (39.32)% |
| - Deductible temporary difference not recognized | (0.07)% |
| - Tax loss not recognized | (33.88)% |
| Effective tax rate | 0.00% |
NOTE 20 – INCOME TAX (CONTINUED)
The table below provides the updated requirements of ASU No. 2023-09 for the six months ended June 30, 2026.
Income (loss) before provision for income tax were generated in the following jurisdictions:
| Domestic component | |
|---|---|
| Hong Kong | (899,198) |
| Foreign components | |
| BVI | 2,305,843 |
| Cayman | (11,478,492) |
| Total | (10,071,847) |
A reconciliation of the Hong Kong statutory income tax rate of 16.5% to the Company’s effective income tax rate for the six months ended June 30, 2026 is as follows:
| Loss before provision for income tax | (10,071,847) | |
|---|---|---|
| Hong Kong income tax rate | (1,661,855) | 16.50% |
| Foreign tax effects | ||
| Statutory tax rate difference between foreign jurisdictions and Hong Kong | 1,509,257 | (14.98)% |
| Other nontaxable or nondeductible items, net | 3,984 | (0.04)% |
| Temporary differences not recognized | (13,586) | 0.13% |
| Tax losses not recognized | 162,200 | (1.61)% |
| — | 0.0% | |
Significant components of the Company’s net deferred tax assets were as follows:
| As of | ||
|---|---|---|
| December 31, 2025 | June 30, 2026 | |
| Deferred tax asset | ||
| Net operating loss carryforwards | $27,143 | $187,228 |
| Total deferred tax asset | 27,143 | 187,228 |
| Valuation allowance | (27,143) | (187,228) |
| Deferred tax asset, net of allowance | $— | $— |
All net operating loss carryforwards are in Hong Kong and do not expire.
Realization of the Company’s deferred tax asset is dependent upon the Company generating sufficient taxable income in future years to obtain benefit from the reversal of temporary differences.
Management considered all available evidence under existing tax law and anticipated expiration of tax statutes and determined that a valuation allowance of $27,143 and $187,228 was required as of December 31, 2025 and June 30, 2026 for the deferred tax asset due to the unpredictability of future profit streams.
NOTE 21 – RELATED PARTY TRANSACTIONS
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