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What changed in Toppoint Holdings Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Toppoint Holdings Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+254 added−270 removedSource: 10-K (2026-03-25) vs 10-K (2025-04-15)

Top changes in Toppoint Holdings Inc.'s 2025 10-K

254 paragraphs added · 270 removed · 130 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

54 edited+20 added−15 removed57 unchanged
Biggest changeThe number of our clients has grown from 10 in 2016 to 303 in 2023 at a CAGR of approximately 53.17%. 1 Recent Developments We have recently expanded our operations by securing additional clients, introducing new service offerings, growing partnerships with existing clients and entering new geographic markets: ● Import Drayage Expansion : Secured a new partnership with a New Jersey freight broker, managing 200+ monthly import loads with potential fourfold growth, improving operational efficiency, which is expected to generate over $1 million in additional revenue in 2025. ● Latin America Market Expansion : Expanded operations in Ensenada, Mexico, through a new trucking partnership, enhancing non-ferrous metal exports and strengthening global trade connections. ● Refrigerated Logistics Growth : Launched cold-chain logistics services, managing refrigerated containers at major ports to diversify service offerings, stabilize revenue, and capitalize on a high-growth market. ● Recycling & Waste Management Expansion : Secured a new partnership with Casella Waste Systems (“Casella”), an industry leader in resource renewal and sustainability, to support Casella’s Springfield, Massachusetts facility; and increased service capacity with existing client Waste Management, adding 1,000 new loads and up to $2 million in additional annual revenue in 2025. ● Vietnam Freight Operations : Expanded import logistics through a new partnership with a premier Vietnamese freight company, which will optimize fleet utilization and is expected to drive 30% year-over-year revenue growth in 2025.
Biggest changeThe number of our clients has grown from 10 in 2016 to 206 in 2025 at a 9 year CAGR of approximately 40%. 1 Recent Operational Developments We have recently expanded our operations by securing additional clients, introducing new service offerings, growing partnerships with existing clients and entering new geographic markets: ● Import Drayage Expansion : Secured a new partnership with a New Jersey freight broker, managing 200+ monthly import loads with potential fourfold growth, improving operational efficiency, which has generated $983,515 in additional revenue in 2025. ● Latin America Market Expansion : Expanded operations in Ensenada, Mexico, through a new trucking partnership, enhancing non-ferrous metal exports and strengthening global trade connections. ● Refrigerated Logistics Growth : Launched cold-chain logistics services, managing refrigerated containers at major ports to diversify service offerings, stabilize revenue, and capitalize on a high-growth market. ● Recycling & Waste Management Expansion : Secured a new partnership with Casella Waste Systems (“Casella”), an industry leader in resource renewal and sustainability, to support Casella’s Springfield, Massachusetts facility; and increased service capacity to the Newark ports. ● Vietnam Freight Operations : Expanded import logistics through a new partnership with a premier Vietnamese freight company, which optimized fleet utilization. ● Houston Expansion: In February of 2026, operations started in the Houston Port in Texas for import and export orders with current clients.
If the independent contractor drivers that provide services to us are determined to be our employees, we could incur additional exposure under some or all of the following: federal and state employer taxes, workers’ compensation, unemployment benefits, and labor, employment and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings. 9 Environmental Regulations.
If the independent contractor drivers that provide services to us are determined to be our employees, we could incur additional exposure under some or all of the following: federal and state employer taxes, workers’ compensation, unemployment benefits, and labor, employment and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings. Environmental Regulations.
We provide a fully remote engaging workspace that encourages a healthy work-life balance and drives a committed, highly responsible and reliable team with minimal employee turnover. ● Healthy Cash Flows . We have primarily funded our operations through cash generated from daily operations.
We provide a fully remote engaging workspace that encourages a healthy work-life balance and drives a committed, highly responsible and reliable team with minimal employee turnover. 2 ● Healthy Cash Flows . We have primarily funded our operations through cash generated from daily operations.
We may become subject to new or more restrictive regulations relating to emissions, drivers’ Hours of Service, independent contractor eligibility requirements, onboard reporting of operations, air cargo security and other matters affecting safety or operating methods. Classification of Independent Contractors .
We may become subject to new or more restrictive regulations relating to emissions, drivers’ Hours of Service, independent contractor eligibility requirements, onboard reporting of operations, air cargo security and other matters affecting safety or operating methods. 10 Classification of Independent Contractors .
Our Technology We believe that technology is critical to our success and is the cornerstone of our goal to become a leader in the first and last mile of the recycling and wood export supply chains.
Our Technology We believe that technology is critical to our success and is the cornerstone of our goal to become a leader in the first and last mile of the recycling export supply chains.
Wood supply is less steady than waste paper products and subject to substantial seasonal changes. Imports transport comprises a more competitive market with more trucking companies focused on this market. In the import sector for Newark, NJ and Philadelphia, PA ports, we provide transport of containers filled with cargo from the port to client locations.
Wood supply is less steady than that of waste paper products and is subject to substantial seasonal changes. The import transport market is more competitive, with more trucking companies focused on this market. In the import sector for Newark, NJ and Philadelphia, PA ports, we provide transport of containers filled with cargo from the port to client locations.
The owner-operators are responsible for all costs associated with owning, maintaining and repairing the vehicles and have the exclusive right to employ and control drivers for the services of transporting our shipments using such vehicles. Brokerage Model We operate on a scalable brokerage model in which we help drivers convert into owner-operators utilizing a variety of our resources: ● Training.
The owner-operators are responsible for all costs associated with owning, maintaining and repairing the vehicles and have the exclusive right to employ and control drivers for the transportation of our shipments using such vehicles. 5 Brokerage Model We operate on a scalable brokerage model in which we help drivers convert into owner-operators utilizing a variety of our resources: ● Training.
Growth Strategies We plan to pursue the following strategies to grow our business: ● Increasing wallet shares of current clients. Our top clients service nationwide and globally.
Growth Strategies We plan to pursue the following strategies to grow our business: ● Increasing wallet shares of current clients. Our top clients operate nationwide and globally.
We intend to make investments to further develop our abilities concerning carrier payments and data analytics, with a view to serving increased market shares and evolving client requirements and cementing client relations. ● Selectively exploring opportunities of strategic alliance, investments and acquisitions . We have a track record of fostering organic growth.
We have made, and intend to continue making, investments to further develop our abilities concerning carrier payments and data analytics, with a view to serving increased market shares and evolving client requirements and cementing client relations. ● Selectively exploring opportunities of strategic alliance, investments and acquisitions . We have a track record of fostering organic growth.
In the years ended December 31, 2024 and 2023, we hauled 320 and 347 loads per week on average, which amounted to approximately 8,960 and 9,716 tons of waste paper per week, based on 52 weeks in a year. We use Number of Loads Completed, or NLC, as a key performance indicator.
In the years ended December 31, 2025 and 2024, we hauled 254 and 320 loads per week on average, which amounted to approximately 9,542 and 8,960 tons of waste paper per week, based on 52 weeks in a year. We use Number of Loads Completed, or NLC, as a key performance indicator.
Additionally, we have achieved a high on-time delivery rate and a customer acquisition CAGR of approximately 53.17% during the period of 2016 to 2023, demonstrating market confidence and demand for our services.
Additionally, we have achieved a high on-time delivery rate and a customer acquisition CAGR of approximately 40% during the period of 2016 to 2025, demonstrating market confidence and demand for our services.
Corporate History and Structure We were incorporated in the State of Nevada on August 16, 2022 as a holding company. We started operations in 2014 through Toppoint Inc., a Pennsylvania corporation, providing logistics services and solutions for the recycling export supply chain in the U.S. As of the date of this report, we have only one subsidiary, Toppoint Inc.
Corporate History and Structure We were incorporated in the State of Nevada on August 16, 2022 as a holding company. We started operations in 2014 through Toppoint Inc., a Pennsylvania corporation, providing logistics services and solutions for the recycling export supply chain in the U.S.
We provide a high level of care and support to our vendors. We help independent contractor drivers create a timeline to transition to owner-operators and we assist our owner-operators in expanding their own fleets of trucks with driver recruitment assistance, business management training and retention tactics adoption.
We help independent contractor drivers create a timeline to transition to owner-operators and we assist our owner-operators in expanding their own fleets of trucks with driver recruitment assistance, business management training and retention tactics adoption.
New drivers undergo documented training and current drivers undergo refresher training annually. This allows us to maintain a satisfactory DOT safety rating, the highest awarded by the DOT. ● Innovative and experienced management team with extensive operating expertise. We have an innovative management team able to seize on the opportunities in the recyclable waste transportation industry. Mr.
New drivers undergo documented training and current drivers undergo refresher training annually. This allows us to maintain a “Satisfactory” DOT safety rating, the highest rating available under its safety rating system. ● Innovative and experienced management team with extensive operating expertise. We have an innovative management team able to seize on the opportunities in the recyclable waste transportation industry. Mr.
Positive cash flows enable us to operate without dependency on factoring companies, improve profit margins, have the ability to invest in new opportunities and expand into new markets, provide resources to help our vendors grow, and strengthen our ability to weather market volatility. 2 ● Maintaining a Satisfactory DOT Safety Rating, the Highest Awarded by the DOT .
Positive cash flows enable us to operate without dependency on factoring companies, improve profit margins, have the ability to invest in new opportunities and expand into new markets, provide resources to help our vendors grow, and strengthen our ability to weather market volatility. ● Maintaining a “Satisfactory” DOT Safety Rating, the Highest Rating Available under its Safety Rating System .
DOT compliance entails a lengthy set of regulations and rules and we are able to maintain a satisfactory DOT safety rating, the highest awarded by the DOT. This is instrumental in building our reputation among truck owner-operators and other independent contractor drivers as a trustworthy carrier.
DOT compliance entails a lengthy set of regulations and rules and we are able to maintain a “Satisfactory” DOT safety rating, the highest rating available under its safety rating system. This is instrumental in building our reputation among truck owner-operators and other independent contractor drivers as a trustworthy carrier.
As we can use filters to target drivers in a specific region, it is particularly helpful in recruiting drivers as we enter new geographic markets. In the future, we may deploy email marketing to promote our company’s services to existing and potential customers.
As we can use filters to target drivers in a specific region, it is particularly helpful in recruiting drivers as we enter new geographic markets. We have also deployed email marketing to promote our company’s services to existing and potential customers.
Our client base includes largest Fortune 500 waste companies and over 280 recycling centers and commodity traders that operate in nearly 2,300 locations. Our growing client base relies on us as their partner to provide a “white glove service” to ensure their time-sensitive, ultra-high throughput commodities are safely loaded and delivered right to container ships.
Our client base includes some of the largest Fortune 500 waste companies and over 207 recycling centers and commodity traders that operate in nearly 1,077 locations. Our growing client base relies on us as their partner to provide a “white glove service” to ensure their time-sensitive, ultra-high-throughput commodities are safely loaded and delivered directly to container ships.
Built on our dispatch system, we have utilized a real-time dashboard to keep track of our daily, weekly, monthly, quarterly and year to end operating results and financial position, including among others, our sales growth, gross profit, gross profit margin and number of loads transported.
Our dedicated maintenance of this system has allowed us to ensure a high on-time delivery rate. Built on our dispatch system, we have utilized a real-time dashboard to keep track of our daily, weekly, monthly, quarterly and year-to-end operating results and financial position, including among others, our sales growth, gross profit, gross profit margin and number of loads transported.
Below is a summary of the material terms of this arrangement. Owner-Operator’s Responsibilities : The owner-operator is an independent contractor with suitable motor vehicle(s) for hire and is responsible for all costs associated with owning, maintaining and repairing the vehicle(s) covered by the agreement.
We, as a carrier, enter into an agreement with each of our independently contracted truck owner-operators. Below is a summary of the material terms of this arrangement. Owner-Operator’s Responsibilities : The owner-operator is an independent contractor with suitable motor vehicle(s) for hire and is responsible for all costs associated with owning, maintaining and repairing the vehicle(s) covered by the agreement.
Currently, we hold a commercial general liability policy for bodily injury, property damage, personal and advertising injury, medical payments, and pollution liability, with limits up to $2,000,000 aggregate and occurrence-based and claims-made coverages of a $1,000,000 limit per occurrence.
Insurance We maintain insurance with licensed insurance carriers, and independent contractor drivers are covered by our insurance. Currently, we hold a commercial general liability policy for bodily injury, property damage, personal and advertising injury, medical payments, and pollution liability, with limits up to $2,000,000 aggregate and occurrence-based and claims-made coverages of a $1,000,000 limit per occurrence.
Our leased property at 697 Doremus Avenue, Newark, NJ 07105 All the trucks in our fleet are owned by our truck owner-operators, but these trucks are under our exclusive direction and supervision as leased vehicles pursuant to agreements we have entered into with the owner-operators.
Our leased property at 697 Doremus Avenue, Newark, NJ 07105 prior to January 1, 2026 We relocated to 46-58 Albert Ave, Newark, NJ 07105 on January 1, 2026, as shown in the photo above All the trucks in our fleet are owned by our truck owner-operators, but these trucks are under our exclusive direction and supervision as leased vehicles pursuant to agreements we have entered into with the owner-operators.
The owner-operator agrees to indemnify and hold us harmless for any claims or damages arising out of his or her failure to comply with provisions of the agreement; non-compliance with laws and regulations; use, maintenance or operation of the covered vehicle(s); and misuse or mishandling of the shipments being transported.
The owner-operator agrees to indemnify and hold us harmless for any claims or damages arising out of his or her failure to comply with provisions of the agreement; non-compliance with laws and regulations; use, maintenance or operation of the covered vehicle(s); and misuse or mishandling of the shipments being transported. 9 Our Responsibilities : We agree to maintain liability and cargo insurance coverage and assume responsibility for the DOT compliance of their vehicle(s).
For the years ended December 31, 2024 and 2023, we completed approximately 2,576 and 2,831 orders, involving 16,641 and 18,094 loads, which amounted to approximately 465,948 and 506,632 tons of waste paper, respectively. We use Number of Loads Completed, or NLC, as a key performance indicator.
For the years ended December 31, 2025 and 2024, we completed approximately 4,152 and 2,576 orders, involving 13,232 and 16,641 loads, which amounted to approximately 496,200 and 465,948 tons of waste paper, respectively. We use Number of Loads Completed, or NLC, as a key performance indicator.
We have been constantly expanding our geographic footprint and have recently expanded into Florida and Maryland, USA and Mexico, with plans to extend our services to Canada, Australia and the United Kingdom in the near future. Our goal is to solidify existing market share and penetrate new markets where our global and national customers have set foot in.
We have been constantly expanding our geographic footprint and have recently expanded into Texas, USA, with plans to extend our services to Latin America, including Chancay, Peru, in the near future. Our goal is to solidify existing market share and penetrate new markets where our global and national customers have set foot in.
We understand that technology alone will not always provide a better solution if not balanced with a human and personal touch, coupled with a best-in-class customer experience, and driven by interactive service management. By leveraging our data insights, we strive to optimize the efficiency of our operations.
We understand that technology alone will not always provide a better solution if not balanced with a human and personal touch, coupled with a best-in-class customer experience, and driven by interactive service management.
We believe our large vendor pool, competitive pricing, technological capabilities, high driver retention, positive cash flows and an innovative and experienced management team enable us to be positioned favorably against our competitors.
Players in our sector primarily compete on price, timeliness, safety and customer experience. We believe our large vendor pool, competitive pricing, technological capabilities, high driver retention, positive cash flows and an innovative and experienced management team enable us to be positioned favorably against our competitors.
Chan has led our company to develop a sizable client base comprising Fortune 500 waste companies and over 280 recycling centers and commodity traders within a short period of eight years and to be a leader in the recycling export supply chain of the New Jersey and Pennsylvania region.
Chan has led our company to develop a sizable client base comprising Fortune 500 waste companies and over 207 recycling centers and commodity traders that operate in nearly 1,077 locations within a short period of twelve years and to expand our presence in the recycling export supply chain of the New Jersey and Pennsylvania region.
Employees and Human Capital As of December 31, 2024, we had 2 full-time employees in the U.S., 9 overseas contractual staffers and approximately 100 independent contractor drivers. Our operations are overseen directly by management. Our management functions cover corporate administration, training, business development, technology and marketing. We believe our management’s relationship with our personnel, owner-operators and other drivers is good.
Employees and Human Capital As of December 31, 2025, we had 3 full-time employees, 2 part-time employees in the U.S., 11 overseas contractual staffers and approximately 100 independent contractor drivers. Our operations are overseen directly by management. Our management functions cover corporate administration, training, business development, technology and marketing.
As a leader in our market with underlying core values, we believe that we will continue to be a preferred carrier for both of our clients and independent contractor drivers. 7 Seasonality In terms of waste paper, our transport volumes are largely steady during all seasons.
With our underlying core values, we believe that we will continue to be a preferred carrier for both of our clients and independent contractor drivers. 8 Seasonality In terms of waste paper, our transport volumes are largely steady during all seasons. There is a seasonal pattern for transporting wood products with volumes peaking in fall and lowest in winter.
On the date of incorporation, we issued an aggregate of 7,500,000 shares of common stock to four investors at a per share purchase price of $0.0001.
As of the date of this report, we have two subsidiaries, Toppoint Inc and Topp Metals Inc. 11 On the date of incorporation, we issued an aggregate of 7,500,000 shares of common stock to four investors at a per share purchase price of $0.0001.
There is a seasonal pattern for transporting wood products with volumes peaking in fall and lowest in winter. Historically, scrap metals are subject to dramatic price and demand fluctuations as a result of a number of factors, and seasonality is one of the factors as construction and automobile industries tend to be busier when the weather is nicer.
Historically, scrap metals are subject to dramatic price and demand fluctuations as a result of a number of factors, and seasonality is one of the factors as construction and automobile industries tend to be busier when the weather is nicer.
From time to time, we offer logistics brokerage solutions for loads not handled by our fleet, which include loads for plastic and specialty commodities, as well as those involving major ports in California, Georgia, South Carolina, Texas and Illinois and commercial rail lines.
This allows us to bypass port traffic and double the out put and revenue of a single container. From time to time, we offer logistics brokerage solutions for loads not handled by our fleet, including plastic and specialty commodities, as well as those involving major ports in California, Georgia, South Carolina, Texas and Illinois and commercial rail lines.
In these instances, we assist customers in hiring “outside trucks”—namely trucks not bearing our DOT identification number—for their transportation needs and typically pay a higher rate to such drivers. 4 Equipment We Use We transport all the goods by chassis trucks. A chassis truck is a specific kind of truck that has a flatbed made for carrying containers.
In these instances, we assist customers in hiring “outside trucks”—namely trucks not bearing our DOT identification number—for their transportation needs and typically pay a higher rate to such drivers. 4 Equipment We Use We transport all the goods by chassis trucks and most recently acquired a new stock of 20’/40’ adjustable chassis for added versatility and efficiency.
We do not have any collective bargaining agreement, and our employees are not unionized. Department/Function Personnel Management 2 Operations 9 TOTALS 11 Owner-Operators All the trucks operated by owner-operators for transporting our shipments carry our DOT carrier identification number. We, as a carrier, enter into an agreement with each of our independently contracted truck owner-operators.
We believe our management’s relationship with our personnel, owner-operators and other drivers is good. We do not have any collective bargaining agreement, and our employees are not unionized. Department/Function Personnel Management 3 Part-Time 2 Operations 11 TOTALS 16 Owner-Operators All the trucks operated by owner-operators for transporting our shipments carry our DOT carrier identification number.
We continue to expand our footprints domestically and internationally and have ventured into the recycling export transport market of Tampa, Jacksonville and Miami, FL, and Baltimore, MD in 2023, and Ensenada, Mexico in 2024. We intend to explore the international market in Canada, the United Kingdom and Australia in the near future.
We continue to expand our footprints domestically and internationally and have ventured into the recycling export transport markets in Tampa, Jacksonville and Miami, Florida, and Baltimore, Maryland, in 2023, Ensenada, Mexico in 2024, and Houston, Texas in 2025. We intend to explore international markets in Latin America, including Chancay, Peru, in the near future.
This innovative model has resulted in low driver turnover which we believe is below the average of the trucking industry, an industry with alarmingly high turnover rates and chronic shortages of drivers.
This innovative model has resulted in low driver turnover which we believe is below the average of the trucking industry, an industry with alarmingly high turnover rates and chronic shortages of drivers. Based on this model, we have been able to scale up our operations in a relatively short period of time and outpace the industry average growth rate.
We place great importance on reviews on our website and Google reviews and plan to create central online reviews that we can engage with the reviews and use them to improve our business. 6 ● Emails.
Reviews impact drivers’ decisions whether to apply to our company and new clients’ decisions whether to purchase our services. Reviews facilitate word-of-mouth marketing and referrals. We place great importance on reviews on our website and Google reviews and plan to create central online reviews that we can engage with the reviews and use them to improve our business. ● Emails.
Regulations Our operations are regulated and licensed by various U.S. federal and state governmental agencies. These regulations impact us directly and also indirectly when they regulate third-party providers we arrange and/or contract with to transport freight for our customers. Regulations Affecting Motor Carriers, Owner-Operators and Transportation Brokers. We have a satisfactory score with the U.S.
If any claim were to exceed our coverage, we would bear the excess, in addition to our other self-insured amounts. Regulations Our operations are regulated and licensed by various U.S. federal and state governmental agencies. These regulations impact us directly and also indirectly when they regulate third-party providers we arrange and/or contract with to transport freight for our customers.
ITEM 1. BUSINESS. Overview We are a truckload services and solutions provider focused on the recycling export supply chain.
ITEM 1. BUSINESS. Overview 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.
On March 11, 2024, the rule entitled “Employee or Independent Contractor Classification Under the Fair Labor Standards Act” issued by the Department of Labor went into effect.
Department of Labor’s Wage and Hour Division (“WHD”) regarding the exchange of information and cooperation in enforcement activities regarding the misclassification of employees as independent contractors. On March 11, 2024, the rule entitled “Employee or Independent Contractor Classification Under the Fair Labor Standards Act” issued by the Department of Labor (the “DOL”) went into effect.
Our Responsibilities : We agree to maintain liability and cargo insurance coverage and assume responsibility for the DOT compliance of their vehicle(s). During the term of the agreement, the subject vehicle(s) shall be solely and exclusively under our direction and supervision. However, the owner-operator has the exclusive right to employ and control drivers in performing services under the agreement.
During the term of the agreement, the subject vehicle(s) shall be solely and exclusively under our direction and supervision. However, the owner-operator has the exclusive right to employ and control drivers in performing services under the agreement. Compensation : We shall pay the owner-operator within 7 days after submission of all necessary delivery documents.
Competitive Strengths We believe the following competitive strengths are essential to our success and differentiate us from our competitors: ● A Large Vendor Pool with Approximately 100 Trucks . Our truck owner-operators and other independent contractor are our bloodline. The core belief in “culture drives success” has helped us grow the fleet to approximately 100 trucks.
This added port is expected to continue growth in all commodities and act as a strategic location to enter domestic rail. Competitive Strengths We believe the following competitive strengths are essential to our success and differentiate us from our competitors: ● A Large Vendor Pool with Approximately 100 Trucks . Our truck owner-operators and other independent contractor are our bloodline.
We also carry auto liability coverage with a combined single limit per accident of $1,000,000, as well as workers compensation and employer’s liability coverage. 8 However, we self-insure or maintain a high deductible for a portion of our claims exposure resulting from workers’ compensation, auto liability, general liability, cargo and property damage claims.
We also carry auto liability coverage with a combined single limit per accident of $1,000,000, as well as workers compensation for employees and employer’s liability coverage.
The containers we carry consist of standard 40-foot shipping containers and 20-foot shipping containers. 40-foot containers are the most popular options and considered offering better value as they provide twice the square footage of a 20-footer at a lower cost per square foot.
The 40-foot containers are the most popular option and are considered to offer better value as they provide twice the square footage of a 20-footer at a lower cost per square foot. Most of the trucks and chassis in our vendor pool are parked at our rented premises at a discounted parking rate.
DOT and utilize JJ Keller as our third-party service provider to ensure we comply with the requirements of the FMCSA of the DOT. We have successfully passed DOT audits and truck inspections in the past.
Regulations Affecting Motor Carriers, Owner-Operators and Transportation Brokers. We have a satisfactory score with the U.S. DOT and utilize TenStreet, Samba Safety, Abbott eScreen and Driver IQ as our third-party service providers to ensure we comply with the requirements of the FMCSA of the DOT. We have successfully passed DOT audits and truck inspections in the past.
Our Competition We operate in the highly competitive and fragmented truckload industry, and our failure to stay competitive could impair our ability to maintain and increase our profitability and materially adversely affect our results of operations.
Our Competition We operate in the highly competitive and fragmented truckload industry, and our failure to stay competitive could impair our ability to maintain and increase our profitability and materially adversely affect our results of operations. 7 Currently, our primary competitors are regional trucking drayage service companies such as Evans Delivery Company, Inc., Matrix Transport LLC, and Portx Inc. that serve the ports of New Jersey, New York and Pennsylvania.
Currently, our clients spread across nearly 2,300 locations in a number of states in the United States, including without limitation, Pennsylvania, New Jersey, Maryland, New York, Connecticut and Delaware.
For the fiscal years ended December 31, 2025 and 2024, our ten largest customers in aggregate represented approximately 59% and 58% of the total revenues, respectively. Currently, our clients spread across nearly 1,077 locations in a number of states in the United States, including without limitation, Pennsylvania, New Jersey, Maryland, New York, Connecticut and Delaware, and international location in Mexico.
Although we believe our aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that the amount of one or more claims could exceed our aggregate coverage limits. If any claim were to exceed our coverage, we would bear the excess, in addition to our other self-insured amounts.
However, we self-insure or maintain a high deductible for a portion of our claims exposure resulting from workers’ compensation, auto liability, general liability, cargo and property damage claims. Although we believe our aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that the amount of one or more claims could exceed our aggregate coverage limits.
Although this sector is crowded, we are able to have a modest presence based on our high-standard, reliable truckload services and competitive prices.
Although this sector is crowded, we are able to have a modest yet growing presence through our high-standard, reliable truckload services and competitive prices. Most recently we have established direct relationships with overseas importers to utilize import orders for an efficiency gain of utilizing a single container for both an import and export load.
We have developed a proprietary dispatch system that records, analyzes and displays multifaceted aspects of each shipment.
By leveraging our data insights, and new artificial intelligence to remove tactical mundane processes, we are driven to strive process optimization and add impactful efficiency of our operations. 6 We have developed a proprietary dispatch system that records, analyzes and displays multifaceted aspects of each shipment.
This rule addresses how to analyze whether a worker is an employee or an independent contractor under the FLSA using the “economic reality test.” The “economic reality test” focuses on the economic realities of the worker’s relationship with the potential employer and whether the worker is either economically dependent on the potential employer for work or in business for themself.
This rule addresses how to analyze whether a worker is an employee or an independent contractor under the FLSA using the “economic reality test.” In May 2025, WHD issued enforcement guidance directing investigators not to apply the 2024 rule’s analysis in current enforcement matters while the DOL reviewed the rule.
NJPRA has approximately 20 members, representing approximately 90% of the paper recycling market in New Jersey. ● Waste Metal and Forestry . We expanded into scrap metal and wood products export markets to diversify our offerings and supply our growing fleet.
For more information, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Other Performance Indicator ” on page 43. ● Waste Metal and Forestry . We expanded into scrap metal and wood products export markets to diversify our offerings and supply our growing fleet.
Our common stock began trading on NYSE American on January 22, 2025, under the symbol “TOPP.”
Our common stock began trading on NYSE American on January 22, 2025, under the symbol “TOPP.” 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.
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We have become a key player in the New Jersey and Pennsylvania regional trucking market for waste paper, evidenced by our significant market share where we accounted for approximately 34% of the waste paper export drayage volumes through New Jersey’s ports and approximately 30% through Philadelphia’s ports, according to data sourced from IHS Markit.
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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.
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For more information, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Other Performance Indicator ” on page 34 . We are the only trucking company that is a member of the Board of the New Jersey Paper Recycling Association, or NJPRA.
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The core belief in “culture drives success” has helped us grow the fleet to approximately 100 trucks. We provide a high level of care and support to our vendors.
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All of the trucks and chassis in our vendor pool are parked at our rented premises at a discounted parking rate.
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These chassis can be adjusted on location to haul both container sizes versus requiring a chassis swap or change. A container chassis has a flatbed made for carrying containers. The containers we carry are standard 40-foot and 20-foot shipping containers.
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Based on this model, we have been able to scale up our operations in a relatively short period of time and outpace the industry average growth rate. 5 Our Customers We serve a large customer base primarily comprised of global, national, regional and local recycling companies and commodity traders.
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Our Customers We serve a large customer base primarily comprised of global, national, regional and local recycling companies and commodity traders. Our top customers include Waste Management, FR. Meyer’s Sohn North America, Recycling Management Resources, Georgia-Pacific, Metal Green Recycling, Fortune Logistics, Fortune Metal Inc., Harrington Star Express, CNCF Freight Inc., and Cellmark Inc., among others.
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Our top customers include CellMark, Recycling Management Resource, Waste Management, Omni Recycling, Georgia Pacific Recycling, Willington Paper Corporation, Alpha Shredding and Genesis Resource Enterprise, Inc., among others. For the fiscal years ended December 31, 2024 and 2023, our ten largest customers in aggregate represented approximately 58% and 49% of the total revenues, respectively.
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We also maintain cargo insurance covering loss of or damage to customer freight while in transit, with limits of up to $180,000 property in vehicle with a $250,000 catastrophe limit per occurrence (subject to deductibles and policy terms and exclusions).
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Our dedicated maintenance of this system has allowed us to ensure a high on-time delivery rate.
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From time to time, federal legislators have introduced legislation that would impose additional requirements and penalties relating to worker classification, including, in some proposals, classification notice and recordkeeping requirements and civil penalties for misclassification.
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Reviews impact drivers’ decisions whether to apply to our company and new clients’ decisions whether to purchase our services. Reviews facilitate word-of-mouth marketing and referrals.
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In addition to these possible legislative changes, the National Labor Relations Board (“NLRB”) to make has modified its independent contractor standard under the National Labor Relations Act and may further change its standards or enforcement priorities, which could affect the classification of certain workers. The NLRB has also entered into a Memorandum of Understanding with the U.S.
Removed
Currently, our primary competitors are regional trucking drayage service companies such as Evans Delivery Company, Inc., Matrix Transport LLC, and Portx Inc. that serve the ports of New Jersey, New York and Pennsylvania. Players in our sector primarily compete on price, timeliness, safety and customer experience.
Added
In February 2026, the DOL proposed a rule that would rescind the 2024 final rule and replace it with an analysis similar to the one adopted in 2021; the timing and substance of any final rule remain uncertain.
Removed
Based on the statistics regarding 40-foot equivalent unit containers moving through ports in New Jersey and Philadelphia for June to December 2022 sourced from IHS Markit, known as IHS Stats, we estimate that we made up approximately 34% of the waste paper export drayage volumes through the ports of New Jersey and approximately 30% through the ports of Philadelphia.
Added
As of the date of this annual report, Topp Metals Inc. has no business activities. Recent Developments Entry into Share Purchase Agreements On December 3, 2025, December 19, 2025, and January 27, 2026, we entered into three separate share purchase agreements with three investors and Hok C. Chan, our Chief Executive Officer, as the seller.
Removed
Compensation : We shall pay the owner-operator within 7 days after submission of all necessary delivery documents. Insurance We maintain insurance with licensed insurance carriers, and independent contractor drivers are covered by our insurance.
Added
Pursuant to these agreements, the investors purchased an aggregate of 3,600,000 shares of our 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.
Removed
Federal legislators have also sought to expand the Fair Labor Standards Act to cover “non-employees” who perform labor or services for businesses, even if said non-employees are properly classified as independent contractors; to require taxpayers to provide written notice to workers based upon their classification as either an employee or a non-employee; and to impose penalties and fines for violations of the notice requirement or for misclassifications.
Added
Additional information about the share purchase agreements can be found in our Current Reports on Form 8-K filed with (the “SEC”) on December 3, 2025, December 23, 2025, and February 2, 2026, respectively. Changes in Officers On November 26, 2025, we entered into an employment agreement with Kah Loong Randy Yeo (“Mr. Yeo”), pursuant to which Mr.
Removed
In addition to these possible legislative changes, the National Labor Relations Board (“NLRB”) and NLRB’s general counsel have signaled the desire to reverse several pro-employer precedents in order to make it more difficult for a worker to be classified as an independent contractor by changing the factors used in determining worker classification.
Added
Yeo was appointed as the Company’s new Controller. On December 1, 2025, John Feliciano III, our Chief Financial Officer and a member of our Board of Directors (the “Board”) submitted a letter of resignation to the Board (the “Letter”). Pursuant to the Letter, Mr.
Removed
The NLRB has also entered into a Memorandum of Understanding with the U.S. Department of Labor regarding the exchange of information and cooperation in enforcement activities regarding the misclassification of employees as independent contractors.
Added
Feliciano resigned from the Board of Directors effective December 1, 2025, and announced his resignation as our Chief Financial Officer, effective as of December 15, 2025. Mr. Feliciano’s resignation was due to personal reasons and not the result of any disagreement with the Company regarding its operations, policies, or practices. Subsequently, in connection with Mr.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

32 edited+44 added−14 removed27 unchanged
Biggest changeThere is no assurance any of our customers will continue to utilize our services, renew our existing contracts, if any, or continue at the same volume levels. In addition, the size and market concentration of some of our customers may allow them to exert increased pressure on the prices, margins and non-monetary terms in our arrangements with them.
Biggest changeIn addition, the size and market concentration of some of our customers may allow them to exert increased pressure on the prices, margins and non-monetary terms in our arrangements with them. 21 We have engaged in, and may continue to engage in, transactions with related parties, and such transactions present conflicts of interest that could have an adverse effect on our business and results of operations.
These factors include the following: ● the continuing trend toward consolidation in the trucking industry may result in more large carriers with greater financial resources and other competitive advantages, with which we may have difficulty competing; ● competition from freight brokerage companies may materially adversely affect our customer relationships and freight rates; ● our competitors may have better safety records than us or a perception of better safety records; ● our competitors may reduce their freight rates to gain business, especially during times of reduced growth in the economy, which may limit our ability to maintain or increase freight rates or to maintain or expand our business or may require us to reduce our freight rates in order to maintain business and keep our equipment productive; ● customers may solicit bids from multiple carriers for their shipping needs, which may depress freight rates or result in a loss of business to our competitors; ● higher fuel prices and higher fuel surcharges to our customers may cause some of our customers to reduce freight volumes; ● advancements in technology may necessitate that we increase investments in order to remain competitive, and our customers may not be willing to accept higher freight rates to cover the cost of these investments; and ● we may have difficulty recruiting and retaining drivers if our competitors offer better compensation or working conditions.
These factors include the following: ● the continuing trend toward consolidation in the trucking industry may result in more large carriers with greater financial resources and other competitive advantages, with which we may have difficulty competing; ● competition from freight brokerage companies may materially adversely affect our customer relationships and freight rates; ● our competitors may have better safety records than us or a perception of better safety records; ● our competitors may reduce their freight rates to gain business, especially during times of reduced growth in the economy, which may limit our ability to maintain or increase freight rates or to maintain or expand our business or may require us to reduce our freight rates in order to maintain business and keep our equipment productive; ● customers may solicit bids from multiple carriers for their shipping needs, which may depress freight rates or result in a loss of business to our competitors; 15 ● higher fuel prices and higher fuel surcharges to our customers may cause some of our customers to reduce freight volumes; ● advancements in technology may necessitate that we increase investments in order to remain competitive, and our customers may not be willing to accept higher freight rates to cover the cost of these investments; and ● we may have difficulty recruiting and retaining drivers if our competitors offer better compensation or working conditions.
Some of the principal risks during such times are as follows: ● we may experience low overall freight levels, which may impair the asset utilization of our owner operators; certain of our customers may face credit issues and cash flow problems that may lead to payment delays, increased credit risk, bankruptcies and other financial hardships that could result in even lower freight demand and may require us to increase our allowance for doubtful accounts; ● freight patterns may change as supply chains are redesigned, resulting in an imbalance between our capacity and our customers’ freight demand; ● customers may bid out freight or select competitors that offer lower rates in an attempt to lower their costs, and we might be forced to lower our rates or lose freight; ● we may be forced to accept more loads from freight brokers, where freight rates are typically lower, or may be forced to incur more non-revenue generating miles to obtain loads; and ● we may need access to sources of credit or capital to meet cash requirements in operations, which would subject us to indebtedness and reduce our profitability.
Some of the principal risks during such times are as follows: ● we may experience low overall freight levels, which may impair the asset utilization of our owner operators; ● certain of our customers may face credit issues and cash flow problems that may lead to payment delays, increased credit risk, bankruptcies and other financial hardships that could result in even lower freight demand and may require us to increase our allowance for doubtful accounts; ● freight patterns may change as supply chains are redesigned, resulting in an imbalance between our capacity and our customers’ freight demand; 16 ● customers may bid out freight or select competitors that offer lower rates in an attempt to lower their costs, and we might be forced to lower our rates or lose freight; ● we may be forced to accept more loads from freight brokers, where freight rates are typically lower, or may be forced to incur more non-revenue generating miles to obtain loads; and ● we may need access to sources of credit or capital to meet cash requirements in operations, which would subject us to indebtedness and reduce our profitability.
We believe that some of the most significant of these factors are economic changes that affect supply and demand in transportation markets, such as: ● general economic conditions, such as economic recession, disruption to the global supply chain, labor shortage, etc.; ● domestic and global demand for recycled materials; ● recessionary economic cycles, such as the period from 2007 through 2009; ● changes in customers’ inventory levels and practices, including shrinking product/package sizes, and in the availability of funding for their working capital; ● excess truck capacity in comparison with shipping demand; ● driver shortages and increases in drivers’ compensation; 11 ● industry compliance with ongoing regulatory requirements; ● fluctuations in foreign exchange rates; and ● downturns in customers’ business cycles, including as a result of declines in consumer spending.
We believe that some of the most significant of these factors are economic changes that affect supply and demand in transportation markets, such as: ● general economic conditions, such as economic recession, disruption to the global supply chain, labor shortage, etc.; ● domestic and global demand for recycled materials; ● recessionary economic cycles, such as the period from 2007 through 2009; ● changes in customers’ inventory levels and practices, including shrinking product/package sizes, and in the availability of funding for their working capital; ● excess truck capacity in comparison with shipping demand; ● driver shortages and increases in drivers’ compensation; ● industry compliance with ongoing regulatory requirements; ● fluctuations in foreign exchange rates; and ● downturns in customers’ business cycles, including as a result of declines in consumer spending.
At this stage, we cannot be certain whether the strike will resume, how long it might last, or the extent of the impact it may have on our business. 12 Additionally, changing impacts of regulatory measures could impair our operating efficiency and productivity, decrease our revenues and profitability and result in higher operating costs.
At this stage, we cannot be certain whether the strike will resume, how long it might last, or the extent of the impact it may have on our business. Additionally, changing impacts of regulatory measures could impair our operating efficiency and productivity, decrease our revenues and profitability and result in higher operating costs.
Cost of diesel fuel represents a significant expense for our owner-operators which we draw on to provide trucking services and solutions to our clients.
The cost of diesel fuel represents a significant expense for our owner-operators which we draw on to provide trucking services and solutions to our clients.
Several of the above factors were evident during the COVID-19 pandemic in the freight environment, which led to labor shortage, inflationary pricing, and severe disruption to the global supply chain. Similar conditions in the future could have a material adverse effect on our business, financial condition and results of operations.
Several of the above factors were evident during the COVID-19 pandemic in the freight environment, which led to labor shortages, inflationary pricing, and severe disruption to the global supply chain. Similar conditions in the future could have a material adverse effect on our business, financial condition and results of operations.
However, should negotiations fail and the strike resume, it could pose a major disruption to the flow of goods, materially restricting both imports and exports through these key Eastern and Gulf ports, particularly if the strike extends for weeks or even longer.
However, should the strike resume, it could pose a major disruption to the flow of goods, materially restricting both imports and exports through these key Eastern and Gulf ports, particularly if the strike extends for weeks or even longer.
In recent years, various factors such as the geopolitical instability in Ukraine and Gaza and the COVID-19 pandemic caused great financial instability in the global economy, which resulted in, among others things, the diesel fuel price to surge to record high in the United States.
In recent years, various factors such as the geopolitical instability in Ukraine and Gaza and the COVID-19 pandemic caused great financial instability in the global economy, which resulted in, among other things, the diesel fuel price to surge to record high in the United States.
A decrease in the availability of used trucks and other equipment may materially adversely affect our owner-operators’ ability to purchase a quantity of revenue equipment that is sufficient to sustain our desired growth rate and could have a material adverse effect on our business, financial condition and results of operations. 14 A significant portion of our revenue is concentrated in a small number of large customers.
A decrease in the availability of used trucks and other equipment may materially adversely affect our owner-operators’ ability to purchase a quantity of revenue equipment that is sufficient to sustain our desired growth rate and could have a material adverse effect on our business, financial condition and results of operations.
We also cannot ensure that our operating results, including our operating margins, will not be materially adversely affected by future changes in and expansion of our business, including the expected geographic expansion of our services in the United States and overseas, or by changes in economic conditions.
Consequently, we may be unable to effectively and successfully implement our business strategies. We also cannot ensure that our operating results, including our operating margins, will not be materially adversely affected by future changes in and expansion of our business, including the expected geographic expansion of our services in the United States and overseas, or by changes in economic conditions.
Failure to maintain owner-operator business and relationships and increased industry competition for owner-operators could have a materially adverse effect on our operating results. During times of increased economic activity, we face heightened competition for owner-operators from other carriers.
We are therefore more dependent on owner-operator trucks than some of our competitors. Failure to maintain owner-operator business and relationships and increased industry competition for owner-operators could have a materially adverse effect on our operating results. During times of increased economic activity, we face heightened competition for owner-operators from other carriers.
Further, during periods of low freight volumes, shippers may use their negotiating leverage to depress fuel surcharge fees and reduce recoverability for fuel price increases. In addition, such fuel surcharges may not be maintained indefinitely or may not be sufficiently effective. Any of the above mentioned factors could adversely affect our profitability.
Further, during periods of low freight volumes, shippers may use their negotiating leverage to depress fuel surcharge fees and reduce recoverability for fuel price increases. In addition, such fuel surcharges may not be maintained indefinitely or may not be sufficiently effective.
If the independent contractors with whom we or our owner-operators contract are determined to be employees, we and/or our owner-operators would incur additional exposure under federal and state tax, workers’ compensation, unemployment benefits, labor, employment and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings, and our business, financial condition and results of operations could be materially adversely affected. 13 Fluctuations in the price or availability of fuel and surcharge collection may increase our costs of operation, which could materially and adversely affect our margins.
If the independent contractors with whom we or our owner-operators contract are determined to be employees, we would incur more employee-related expenses, and we and/or our owner-operators would incur additional exposure under federal and state employer tax, workers’ compensation, unemployment benefits, labor, employment and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings, and our business, financial condition and results of operations could be materially adversely affected.
Difficulty in obtaining materials, equipment, goods and services from suppliers could adversely affect our business. We and our owner-operators are dependent upon suppliers for certain products and materials, including trucks and chassis, and our owner-operators rely on suppliers of trucks, chassis and components to maintain the age of trucks in our vendor pool.
We and our owner-operators are dependent upon suppliers for certain products and materials, including trucks and chassis, and our owner-operators rely on suppliers of trucks, chassis and components to maintain the age of trucks in our vendor pool.
Any loss or significant reduction of business with, one or more of them could have a material adverse effect on our business, financial condition and results of operations.
A significant portion of our revenue is concentrated in a small number of large customers. Any loss or significant reduction of business with, one or more of them could have a material adverse effect on our business, financial condition and results of operations.
Even if we are successful in executing our business strategies, we still may not achieve our goals. Our business is subject to general economic, business and regulatory factors affecting the truckload industry that are largely beyond our control, any of which could have a material adverse effect on our results of operations.
Our business is subject to general economic, business and regulatory factors affecting the truckload industry that are largely beyond our control, any of which could have a material adverse effect on our results of operations.
If our independent contractor drivers are deemed by regulators or judicial process to be employees, our business, financial condition and results of operations could be materially adversely affected.
If our independent contractor drivers are deemed by regulators or judicial process to be employees, our business, financial condition and results of operations could be materially adversely affected. We rely in part on independent contractor drivers in our operations, and our cost of revenue includes costs associated with independent contractor drivers.
Our results of operations may be materially adversely affected by a failure to further penetrate our existing customer base, cross-sell our services, secure new customer opportunities and manage the operations and expenses of new or growing services. There is no assurance that we will be successful in achieving any of our business strategies.
Our results of operations may be materially adversely affected by a failure to further penetrate our existing customer base, cross-sell our services, secure new customer opportunities and manage the operations and expenses of new or growing services.
In the event of a reduction in or termination of our services by one or more of our major customers, we could be required to replace the volumes elsewhere at uncertain rates and volumes, suffer reduced equipment utilization or lose our owner-operators.
As such, our volumes are largely dependent on a well-functioning supply chain, export demand and inbound ship volume. In the event of a reduction in or termination of our services by one or more of our major customers, we could be required to replace the volumes elsewhere at uncertain rates and volumes, suffer reduced equipment utilization or lose our owner-operators.
Business—Employees and Human Capital—Owner-Operators ,” and “ Item 1. Business—Equipment We Use. ” We believe we contract with more owner-operators and use more owner-operator trucks than some of our competitors. We are therefore more dependent on owner-operator trucks than some of our competitors.
For more information on our relationship with owner-operators and our contractual rights to the use of trucks in our fleet, see also “ Item 1. Business—Employees and Human Capital—Owner-Operators ,” and “ Item 1. Business—Equipment We Use. ” We believe we contract with more owner-operators and use more owner-operator trucks than some of our competitors.
If any of the following events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected.
If any of the following events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected. In that event, the market price of our shares could decline, and you could lose all or part of your investment.
For the fiscal years ended December 31, 2024 and 2023, our top ten customers, based on revenue, accounted for approximately 48% and 49% of our total revenue, respectively. A substantial portion of our freight is from customers in the waste paper products industry. As such, our volumes are largely dependent on a well-functioning supply chain and export demand.
For the fiscal years ended December 31, 2025 and 2024, our top ten customers, based on revenue, accounted for approximately 59% and 58% of our total revenue, respectively. The majority portion of our freight is from customers in the waste paper products industry. Others include scrap metal export and general freight import clients.
These owner-operators are encouraged and supported by us in order to grow their fleets within our umbrella. We assist with staffing their vehicles and ensuring DOT compliance for all members of our team. For more information on our relationship with owner-operators and our contractual rights to the use of trucks in our fleet, see also “ Item 1.
We are in the process of developing a scalable brokerage model, specializing in converting drivers into owner-operators by means of training and capturing market share. These owner-operators are encouraged and supported by us in order to grow their fleets within our umbrella. We assist with staffing their vehicles and ensuring DOT compliance for all members of our team.
Our customers’ financial difficulties can negatively impact our results of operations and financial condition, especially if they were to delay or default on payments to us. Generally, we do not have contractual relationships that guarantee any minimum volumes with our customers, and we cannot assure you that our customer relationships will continue as presently in effect.
Generally, we do not have contractual relationships that guarantee any minimum volumes with our customers, and we cannot assure you that our customer relationships will continue as presently in effect. There is no assurance any of our customers will continue to utilize our services, renew our existing contracts, if any, or continue at the same volume levels.
In that event, the market price of our shares could decline, and you could lose all or part of your investment. 10 Operational and Industry Risks We operate in the highly competitive and fragmented truckload and transportation industry, and our failure to stay competitive could impair our ability to improve our profitability and materially adversely affect our results of operations.
We operate in the highly competitive and fragmented truckload and transportation industry, and our failure to stay competitive could impair our ability to improve our profitability and materially adversely affect our results of operations. Our business competes with many truckload carriers, logistics, brokerage and other transportation companies. The North American surface transportation market is highly competitive and fragmented.
Our business competes with many truckload carriers, logistics, brokerage and other transportation companies. The North American surface transportation market is highly competitive and fragmented. Some of our competitors may have greater access to equipment, a larger fleet, a wider range of services, preferential dedicated customer contracts, greater capital resources or other competitive advantages.
Some of our competitors may have greater access to equipment, a larger fleet, a wider range of services, preferential dedicated customer contracts, greater capital resources or other competitive advantages. Numerous competitive factors could impair our ability to maintain or improve our profitability.
Such business model and use of owner-operators expose us to different risks that a traditional fleet ownership and management business may not experience. We are in the process of developing a scalable brokerage model, specializing in converting drivers into owner-operators by means of training and captured market share.
A substantial portion of our business and revenue derive from our brokerage model, where we support owner-operators to grow their fleets within our umbrella. Such a business model and the use of owner-operators expose us to different risks that a traditional fleet ownership and management business may not experience.
On January 12, 2024, two drivers, Rainey Mejia Rodriguez and Frank Santana Rodriguez (the “plaintiffs”), filed a class action lawsuit against the Company’s subsidiary, Toppoint Inc, and certain other parties, in the Superior Court of New Jersey, Essex County, alleging misclassification of truck drivers as independent contractors rather than employees.
As a result, we cannot assure you that our independent contractor relationships will not be challenged or recharacterized in the future. 18 On January 12, 2024, two drivers, Rainey Mejia Rodriguez and Frank Santana Rodriguez (the “plaintiffs”), filed a class action lawsuit against the Company’s subsidiary, Toppoint Inc, and certain other parties, including Hok C.
The plaintiffs sought compensatory damages, treble and/or liquidated damages, attorneys’ fees, and injunctive relief, without specifying a dollar amount of damages. On July 27, 2024, August 26, 2024, and November 22, 2024, the Court issued multiple orders dismissing the case for lack of prosecution.
On July 27, 2024, August 26, 2024, and November 22, 2024, the Court issued multiple orders dismissing the case for lack of prosecution. Upon a motion to reinstate the case filed on January 15, 2025 by the plaintiffs, the Court reinstated the case on January 31, 2025.
We cannot predict whether, or in what form, any such tax increase applicable to us will be enacted, but such an increase could materially adversely affect our profitability. A substantial portion of our business and revenue derive from our brokerage model, where we support owner-operators to grow their fleets within our umbrella.
We cannot predict whether, or in what form, any such tax increase applicable to us will be enacted, but such an increase could materially adversely affect our profitability. 17 We may not be successful in managing our growth or implementing our business strategies. Many of our business strategies require time, significant management and financial resources, and successful implementation.
The plaintiffs seek to represent a class of similarly situated individuals who provided services in New Jersey from January 2018 through the date of the complaint. The complaint asserts violations of the New Jersey Wage Payment Law and the New Jersey Wage and Hour Law, including claims of unlawful wage deductions and failure to pay overtime.
Chan, in the Superior Court of New Jersey, Essex County, alleging misclassification of truck drivers as independent contractors rather than employees. The plaintiffs seek to represent a class of similarly situated individuals who provided services in New Jersey from January 2018 through the date of the complaint.
Removed
Numerous competitive factors could impair our ability to maintain or improve our profitability.
Added
Operational and Industry Risks Director designation rights may allow certain stockholders to influence our board and corporate actions, and their interests may differ from those of other stockholders. Pursuant to the three share purchase agreements entered into by the Company with three investors and Hok C.
Removed
We may not be successful in managing our growth or implement our business strategies. Many of our business strategies require time, significant management and financial resources and successful implementation. Consequently, we may be unable to effectively and successfully implement our business strategies.
Added
Chan, our Chief Executive Officer, as the seller, dated December 3, 2025, December 19, 2025, and January 27, 2026, each investor has the right to designate one director to our six-member board of directors, and the buyers have designated three directors who currently serve on our board. See “Item 1.
Removed
Tax and other regulatory authorities, as well as independent contractors themselves, have increasingly asserted that independent contractor drivers in the trucking industry are employees rather than independent contractors, and our classification of independent contractors may become the subject of audits by such authorities.
Added
Business—Recent Developments.” As a result, each such investor may be able to influence our board’s deliberations and decisions through its director designee. The interests of these investors and their director designees may differ from or conflict with the interests of our other stockholders, which could affect our corporate governance and our decisions regarding financings, strategic transactions and other corporate actions.
Removed
Federal legislation has been introduced in the past that would make it easier for tax and other authorities to reclassify independent contractors as employees, including legislation to increase the recordkeeping requirements for those that engage independent contractor drivers and to increase the penalties for companies who misclassify their employees and are found to have violated employees’ overtime and/or wage requirements.
Added
We cannot predict whether, or the extent to which, these investors will coordinate their actions, if at all. 13 Our obligations to offer participation rights in future issuances could limit our financing flexibility and adversely affect our ability to raise capital. Pursuant to the three share purchase agreements entered into by the Company with three investors and Hok C.
Removed
Additionally, federal legislators have sought to abolish the current safe harbor allowing taxpayers meeting certain criteria to treat individuals as independent contractors if they are following a long-standing, recognized practice, to extend the Fair Labor Standards Act (the “FLSA”) to independent contractors and to impose notice requirements based on employment or independent contractor status and fines for failure to comply.
Added
Chan, our Chief Executive Officer, as the seller, dated December 3, 2025, December 19, 2025, and January 27, 2026, we have granted three investors participation rights that entitle each investor to purchase up to its pro rata portion of any “New Securities” that we may, from time to time, propose to issue or sell. See “Item 1.
Removed
Some states have put initiatives in place to increase their revenue from items such as unemployment, workers’ compensation and income taxes, and a reclassification of independent contractors as employees would help states with this initiative.
Added
Business—Recent Developments.” The maximum number of New Securities that may be purchased by each investor is generally based on such investor’s ownership percentage immediately prior to the issuance (i.e., the number of shares owned by the investor (or its designee) divided by the total number of shares of our common stock outstanding, in each case immediately prior to the issuance, multiplied by the total number of New Securities proposed to be issued).
Removed
Further, class actions and other lawsuits have been filed against certain members of our industry, including us, seeking to reclassify independent contractors as employees for a variety of purposes, including workers’ compensation and health care coverage.
Added
These participation rights could reduce the pool of securities available to new investors, complicate or delay financing transactions, increase transaction costs, or require us to structure financings in ways that are less advantageous to us or our stockholders.
Removed
Upon a motion to reinstate the case filed on January 15, 2025 by the plaintiffs, the Court reinstated the case on January 31, 2025. We believe the claims are without merit and intend to continue to vigorously defend against them. Taxing and other regulatory authorities and courts apply a variety of standards in their determination of independent contractor status.
Added
If we need to raise additional capital, there can be no assurance that we will be able to do so on acceptable terms, or at all, and any inability to raise capital when needed could materially and adversely affect our business, financial condition and results of operations.
Removed
The Department of Labor has issued the rule entitled “Employee or Independent Contractor Classification Under the Fair Labor Standards Act,” effective March 11, 2024. This rule addresses how to analyze whether a worker is an employee or an independent contractor under the FLSA.
Added
A substantial portion of our capital was loaned to a third-party borrower, and if that borrower delays repayment or defaults, our liquidity, financial condition and results of operations could be materially adversely affected.
Removed
The “economic reality test” under this rule focuses on the economic realities of the worker’s relationship with the potential employer and whether the worker is either economically dependent on the potential employer for work or in business for themself.
Added
On January 27, 2025, we entered into a loan receivable agreement with Golden Bridge Capital Management Limited (“Golden”), pursuant to which we loaned Golden $6.0 million as a temporary debt investment.
Removed
The economic reality test looks at, in the totality of circumstances, multiple factors, including (1) opportunity for profit or loss depending on managerial skill, (2) investments by the worker and the employer, (3) permanence of the work relationship, (4) nature and degree of control, (5) whether the work performed is integral to the employer’s business, and (6) skill and initiative.
Added
The loan was later amended to provide for minimum principal repayments of $1.0 million by January 2026, $2.0 million by January 2027 and $3.0 million by January 2028, together with accrued interest at an annual rate of 7%.
Removed
Additional relevant factors may also be considered in determining the worker’s status. This new rule makes it more likely that a worker will be classified as an employee.
Added
During the year ended December 31, 2025, we received aggregate principal repayments of $1.0 million and recognized interest income of $365,779, but as of December 31, 2025, $5.0 million remained outstanding. 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.
Removed
We have engaged in transactions with related parties, and such transactions present possible conflicts of interest that could have an adverse effect on our business and results of operations. We have entered into certain transactions with Mr. Hok C Chan, our Chief Executive Officer and Chairman of the Board, Mr.
Added
Golden is not a credit rated lender. As a result, we are exposed to counterparty credit risk with respect to this investment. Golden’s ability to repay the loan, including principal and interest, depends on its financial condition, liquidity, cash flows and ongoing compliance with the loan terms.
Removed
John Feliciano III, our Chief Financial Officer and a director, or their affiliates. For detailed information, see “
Added
If Golden experiences financial difficulty, delays repayment, fails to make required payments, or otherwise defaults on its obligations, we may not receive timely payments or recover the full value of the investment.
Added
Because a substantial amount of our capital remains tied up in this receivable, any delay or nonpayment could reduce our liquidity, limit our flexibility to fund operations, expansion initiatives, equipment purchases or other business needs, and materially and adversely affect our business, financial condition and results of operations.
Added
Changes in trade policies, tariffs, global sourcing patterns and commodity flows, caused by the changing U.S. and geopolitical environments or otherwise, may materially adversely affect customer demand for our services, shipment volumes and operating results. The United States has recently enacted and/or proposed to enact significant new tariffs on goods imported from numerous countries, including China, Mexico and Canada.
Added
Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs.
Added
There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. Our business is significantly influenced by global trade dynamics, including U.S. and foreign trade policies, tariffs, duties, sanctions, geopolitical tensions, international sourcing patterns and demand for export and import commodities.
Added
These factors can affect the volume, timing and destination of cargo flows, alter customer shipping behavior, and create significant volatility in the markets we serve. 14 Our revenue are derived from truckload services supporting the recycling export supply chain and related import activities, including shipments of waste paper, scrap metal, logs and import freight.
Added
Demand in these markets can fluctuate significantly based on changes in export demand, domestic consumption, commodity pricing, trade restrictions and customer inventory decisions. For example, in 2025, demand for waste paper shipments declined, while import and scrap metal shipment volumes increased, reflecting changes in trade conditions, customer demand and commodity flows.
Added
There can be no assurance that favorable conditions in any commodity segment will continue or that growth in one segment will offset weakness in another.
Added
Changes in trade regulations, tariffs or other policies may cause supply chain disruptions, reduce import or export activity, increase volatility in shipping volumes, negatively affect our customers’ businesses and shipping needs, and could further escalate input costs for our suppliers and equipment manufacturers, raising the cost of revenue equipment used by us and our owner-operators.
Added
Similarly, trade-related disruptions or geopolitical tensions may contribute to increased fuel prices. While we may attempt to pass these increased costs through to our customers via rate adjustments or fuel surcharges, there is no assurance that we will be able to do so fully or in a timely manner.
Added
Our customers may reduce their orders from us, which could negatively affect our business, profitability and operating results. We are closely monitoring these developments and evaluating strategies to mitigate potential impacts.
Added
Furthermore, if trade-policy developments, geopolitical events, or shifts in domestic or international demand reduce shipping volumes, change commodity flows away from the ports and markets we serve, compress pricing, or otherwise disrupt our customers’ businesses, there may be greater restrictions and economic disincentives on international trade in general.
Added
The new tariffs and other changes in U.S. trade policy could trigger retaliatory actions by affected countries, and foreign governments have instituted or are considering imposing trade sanctions on U.S. goods.
Added
Such changes have the potential to adversely impact the U.S. economy or sectors thereof, our industry and the demand for our transport services, and as a result, could have a negative impact on our business, financial condition and results of operations.
Added
For example, in 2025 our revenues increased modestly, while our cost of revenue and general and administrative expenses increased substantially, and our gross margin declined. There is no assurance that we will be successful in achieving any of our business strategies. Even if we are successful in executing our business strategies, we still may not achieve our goals.
Added
Federal and state agencies, legislatures and courts have in recent years increased their scrutiny of worker classification practices, including in the trucking industry. The legal and regulatory standards applicable to the classification of workers as employees or independent contractors continue to evolve and may vary significantly by jurisdiction and by the facts and circumstances of each relationship.
Added
The complaint asserts violations of the New Jersey Wage Payment Law and the New Jersey Wage and Hour Law, including claims of unlawful wage deductions and failure to pay overtime. The plaintiffs sought compensatory damages, treble and/or liquidated damages, attorneys’ fees, and injunctive relief, without specifying a dollar amount of damages.
Added
On May 1, 2025, Toppoint Inc filed a motion to dismiss the amended complaint, and a motion hearing was held on July 3, 2025. On June 6, 2025, the court dismissed the case without prejudice against Mr. Hok C. Chan for lack of prosecution.
Added
Although we believe the claims are without merit and intend to continue to vigorously defend against them, we cannot predict the outcome of this matter or similar claims. An adverse outcome in this litigation or in any future misclassification challenge could materially and adversely affect our business, financial condition and results of operations.
Added
Fluctuations in the price or availability of fuel and surcharge collection may increase our costs of operation, which could materially and adversely affect our margins.
Added
Any of the above mentioned factors could adversely affect our profitability. 19 Difficulty in obtaining materials, equipment, goods and services from suppliers could adversely affect our business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeMonitoring Cybersecurity Incidents The Company’s management is continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. Management implements and oversees processes for the regular monitoring of our information systems. This includes the deployment of industry-standard security measures and regular system audits to identify potential vulnerabilities.
Biggest changeManagement oversees and tests our compliance with standards, remediates known risks, and leads our employee training program. Monitoring Cybersecurity Incidents The Company’s management is continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. Management implements and oversees processes for the regular monitoring of our information systems.
Management’s Role in Managing Risk The Company’s Chief Financial Officer is primarily responsible for assessing, monitoring and managing our cybersecurity risks. Management must ensure that all industry standard cybersecurity measures are functioning as required to prevent or detect cybersecurity threats and related risks. Management oversees and tests our compliance with standards, remediates known risks, and leads our employee training program.
Management’s Role in Managing Risk The Company’s Interim Chief Financial Officer is primarily responsible for assessing, monitoring and managing our cybersecurity risks. Management must ensure that all industry standard cybersecurity measures are functioning as required to prevent or detect cybersecurity threats and related risks.
We will regularly conduct cybersecurity awareness training for employees to enhance their awareness of potential cybersecurity threats and ensure they take appropriate preventive measures. 28 We have not identified risks from known cybersecurity threats, or experienced any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
We have not identified risks from known cybersecurity threats, or experienced any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
In the event of a cybersecurity incident, management will implement the cybersecurity crisis management plan. Reporting to Board of Directors Significant cybersecurity matters, and strategic risk management decisions, will be escalated to the board of directors.
This includes the deployment of industry-standard security measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, management will implement the cybersecurity crisis management plan. 37 Reporting to the Board of Directors Significant cybersecurity matters, and strategic risk management decisions, will be escalated to the board of directors.
We plan to implement additional preventive measures, including firewalls, cyber-attack detection systems, and data encryption, to safeguard confidential information and data.
We plan to implement additional preventive measures, including firewalls, cyber-attack detection systems, and data encryption, to safeguard confidential information and data. We will regularly conduct cybersecurity awareness training for employees to enhance their awareness of potential cybersecurity threats and ensure they take appropriate preventive measures.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeBayshore Drive, Miami Beach, FL, 33141, with an area of 1,378 square feet, for use as office space. The lease term is from October 2022 to October 2025. Pursuant to the lease agreement, we have paid an advance rent of $300,000, covering the entire three-year lease term.
Biggest changeAs we expanded into Florida, we have rented Unit No. 2301 in the building located at 1900 N. Bayshore Drive, Miami Beach, FL, 33141, with an area of 1,378 square feet, for use as office space. The lease term is from October 2022 to October 2025.
The lease agreement for this lease is filed as an exhibit to this report. Additionally, we are renting premises of approximately 2 acres at 697 Doremus Avenue, Newark, NJ 07105, for a term from June 1, 2024 and March 31, 2025, for a monthly rent of $54,000.
The lease agreement for this lease is filed as an exhibit to this report. Additionally, we are renting premises of approximately 2 acres at 697 Doremus Avenue, Newark, NJ 07105, for a term from June 1, 2024, to March 31, 2025, for a monthly rent of $54,000.
ITEM 2. PROPERTIES. Our principal executive office is located at 1250 Kenas Road, North Wales, PA 19454, United States. We rent this facility from Hok C Chan, our Chief Executive Officer and Chairman, for a monthly rent of $5,500, with a term commencing on March 1, 2025 and ending on December 28, 2027.
ITEM 2. PROPERTIES. Our principal executive office is located at 1250 Kenas Road, North Wales, PA 19454, United States. We rent this facility from Hok C Chan, our Chief 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.
In the event of early termination, we agreed to pay $16,000 as liquidated damages or an early termination fee if we elect to terminate the rental agreement and the landlord waives the right to seek additional rent beyond the month in which the landlord retakes possession.
In the event of early termination, we agreed to pay $16,000 as liquidated damages or an early termination fee if we elect to terminate the rental agreement and the landlord waives the right to seek additional rent beyond the month in which the landlord retakes possession. This lease was not renewed upon expiration.
In addition, we have rented parking spaces at three locations in Florida, with monthly rents varying between $250 and $800. We believe that our current facilities are adequate and suitable for our current needs and that, should the need arise, suitable additional or alternative space will be available to accommodate any such expansion of our operations.
We believe that our current facilities are adequate and suitable for our current needs and that, should the need arise, suitable additional or alternative space will be available to accommodate any such expansion of our operations.
We are also renting ten additional spaces (four spaces at 697 Doremus Avenue, Newark, NJ 07105, and six spaces at 329 New Brunswick Avenue, Rahway, NJ 07065) from the same landlord on a month-to-month basis for aggregate monthly rental costs of $7,875. This lease may be terminated on 90 days’ advance written notice.
We are also renting ten additional spaces at 398 Smith Street, Keasbey, NJ 08832 from the same landlord on a month-to-month basis for aggregate monthly rental costs of $7,500. This lease may be terminated on 90 days’ advance written notice. We also use such rented premises to provide discounted parking space for our owner-operators.
Removed
We also use such rented premises to provide discounted parking space for our owner-operators. In Maryland, we rent 5 spots monthly at 216 Earls Road, Middle River, MD 21220 at $300/spot. As we expanded into Florida, we have rented Unit No. 2301 in the building located at 1900 N.
Added
Effective January 1, 2026, we relocated to premises of approximately 2 acres located at 46–58 Albert Avenue, Newark, New Jersey 07105, for a term ending on February 28, 2027, at a monthly rent of $50,000.
Added
Pursuant to the lease agreement, we have paid an advance rent of $300,000, covering the entire three-year lease term during the year ended December 31, 2022.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Removed
We are not currently aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition, or operating results. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 29 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Added
We are not currently aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition, or operating results, except as follow: On January 12, 2024, two drivers, Rainey Mejia Rodriguez and Frank Santana Rodriguez (the “plaintiffs”), filed a class action lawsuit against the Company’s subsidiary, Toppoint Inc, and certain other parties, in the Superior Court of New Jersey, Essex County, alleging misclassification of truck drivers as independent contractors rather than employees.
Removed
Market Information Our common stock is listed and began trading on the NYSE American on January 22, 2025, under the symbol “TOPP.” Prior to the listing, there was no public market for our common stock.
Added
The plaintiffs seek to represent a class of similarly situated individuals who provided services in New Jersey from January 2018 through the date of the complaint. The complaint asserts violations of the New Jersey Wage Payment Law and the New Jersey Wage and Hour Law, including claims of unlawful wage deductions and failure to pay overtime.
Removed
Number of Holders of Our Common Stock As of April 15, 2025, there were approximately 6 holders of record of our common stock, which does not include holders whose shares are held in nominee or “street name” accounts through banks, brokers or other financial institutions.
Added
The plaintiffs sought compensatory damages, treble and/or liquidated damages, attorneys’ fees, and injunctive relief, without specifying a dollar amount of damages. On July 27, 2024, August 26, 2024, and November 22, 2024, the Court issued multiple orders dismissing the case for lack of prosecution.
Removed
Use of Proceeds from Registered Securities On January 21, 2025, we 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”).
Added
Upon a motion to reinstate the case filed on January 15, 2025 by the plaintiffs, the Court reinstated the case on January 31, 2025. On May 1, 2025, Toppoint Inc filed a motion to dismiss the amended complaint, and a motion hearing was held on July 3, 2025.
Removed
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).
Added
On June 6, 2025, the court dismissed the case without prejudice against Mr. Hok C. Chan for lack of prosecution. We believe the claims are without merit and intend to continue to vigorously defend against them. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 38 PART II
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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”).
Removed
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.
Removed
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 .
Removed
T he underwriters’ over-allotment option expired unexercised. 30 As stated in the Final IPO Prospectus, the Company intended to use the net proceeds from the initial public offering for geographic expansions, investments in physical and IT infrastructure, expansion of its sales team and marketing efforts, and general working capital and other corporate purposes.
Removed
The following is our reasonable estimate of the uses of the proceeds from the Company’s initial public offering from the date of the closing of the offering on January 23, 2025 until March 31, 2025: ● Approximately $250,000 used for geographic expansions; ● $250,000 used for investments in physical and IT infrastructure; ● $30,000 used for expansion of sales team and marketing efforts; ● Approximately $100,000 used for working capital; and ● Approximately $6 million used for temporary debt investments.
Removed
The debt is scheduled to be repaid as follows: a minimum of $1,000,000 in principal by January 2026; an additional $2,000,000 in principal by January 2027; and the remaining $3,000,000 in principal, plus all accrued interest at an annual rate of 7%, by January 2028.
Removed
If the debt is not repaid in accordance with the foregoing schedule, an additional penalty interest of 5% per annum will apply to the overdue amounts. A copy of the loan agreement is filed as an exhibit to this report.
Removed
As of March 31, 2025, none of the proceeds from the initial public offering were used to make direct or indirect payments to any of our directors or officers, any of their associates, any persons owning 10% or more of our common stock, or any of our affiliates.
Removed
We do not expect any material changes in the planned use of proceeds from the initial public offering as described in the IPO Registration Statement and the Final IPO Prospectus.
Removed
Pursuant to the Underwriting Agreement, as of January 21, 2025, we are subject to a lock-up agreement that provides that we may not, for a period of six (6) months after the closing of the initial public offering, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise.
Removed
These restrictions are subject to certain exceptions, including (i) the issuance by the Company of shares of common stock upon the exercise of an outstanding stock option or warrant or the conversion of a security outstanding on the date of the Underwriting Agreement and disclosed in the IPO Registration Statement, (ii) the grant by the Company of stock options or other stock-based awards, or the issuance of shares of capital stock of the Company under any equity compensation plan of the Company disclosed in the IPO Registration Statement, or (iii) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions.
Removed
The Underwriting Agreement contains other customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and AGP, including for liabilities under the Securities Act, other obligations of the parties, and termination provisions.
Removed
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. 31 Securities Authorized for Issuance Under Equity Compensation Plans The information required by this Item regarding equity compensation plans is incorporated by reference to the information set forth in Item 12.
Removed
“ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters – Securities Authorized for Issuance Under Equity Compensation Plans ”.
Removed
Dividend Policy We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends on our common stock in the near future.
Removed
We may also enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends on our common stock.
Removed
Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant. See also “ Item 1A.
Removed
Risk Factors—Risks Related to Ownership of Our Common Stock— We do not expect to declare or pay dividends in the foreseeable future .” Recent Sales of Unregistered Securities None. Purchases of Equity Securities None. ITEM 6. [RESERVED]

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Use of Proceeds ” from Registered Securities” below. We do not expect to declare or pay dividends in the foreseeable future.
Biggest changeRisk Factors—Risks Related to Ownership of Our Common Stock—We do not expect to declare or pay dividends in the foreseeable future .” Recent Sales of Unregistered Securities None. Purchases of Equity Securities None. ITEM 6. [RESERVED] 39
Removed
We do not expect to declare or pay dividends in the foreseeable future, as we anticipate that we will invest future earnings in the development and growth of our business.
Added
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock is listed and began trading on the NYSE American on January 22, 2025, under the symbol “TOPP.” Prior to the listing, there was no public market for our common stock.
Removed
Therefore, holders of our common stock will not receive any return on their investment unless they sell their securities, and holders may be unable to sell their securities on favorable terms or at all.
Added
Number of Holders of Our Common Stock As of March 23, 2026, there were approximately 9 holders of record of our common stock, which does not include holders whose shares are held in nominee or “street name” accounts through banks, brokers or other financial institutions.
Removed
If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our securities could be negatively affected. Any trading market for our common stock may be influenced in part by any research reports that securities industry analysts publish about us.
Added
Securities Authorized for Issuance Under Equity Compensation Plans The information required by this Item regarding equity compensation plans is incorporated by reference to the information set forth in Item 12. “ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters – Securities Authorized for Issuance Under Equity Compensation Plans ”.
Removed
We may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price and market trading volume of our securities could be negatively affected.
Added
Dividend Policy We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends on our common stock in the near future.
Removed
In the event we are covered by analysts, and one or more of such analysts downgrade our securities, or otherwise reports on us unfavorably, or discontinues coverage of us, the market price and market trading volume of our securities could be negatively affected. 24 Future issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up agreements that restrict the issuance of new common stock or the trading of outstanding common stock, could cause the market price of our securities to decline and would result in the dilution of your holdings.
Added
We may also enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends on our common stock.
Removed
Future issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up agreements that restrict the issuance of new common stock or the trading of outstanding common stock, could cause the market price of our common stock to decline.
Added
Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant. See also “ Item 1A.
Removed
We cannot predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up agreements, on the price of our securities. In all events, future issuances of our securities would result in the dilution of your holdings.
Removed
In addition, the perception that new issuances of our securities could occur, or the perception that locked-up parties will sell their securities when the lock-ups expire, could adversely affect the market price of our securities.
Removed
In connection with our initial public offering, we have entered into a lock-up agreement that prevents us, subject to certain exceptions, from offering additional shares of capital stock for up to six (6) months after the closing of the offering.
Removed
In addition to any adverse effects that may arise upon the expiration of these lock-up agreements, the lock-up provisions in these agreements may be waived, at any time and without notice.
Removed
If the restrictions under the lock-up agreements are waived, our securities may become available for resale earlier, subject to applicable law, including without notice, which could reduce the market price for our common stock.
Removed
Future issuances of debt securities, which rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our securities.
Removed
In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our common stock.
Removed
Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over holders of common stock in respect of the payment of dividends and the payment of liquidating distributions.
Removed
Because our decision to issue debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings.
Removed
Holders of our common stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our common stock.
Removed
We are authorized to issue “blank check” preferred stock without stockholder approval, which could adversely impact the rights of holders of our securities. Our articles of incorporation authorize us to issue up to 50,000,000 shares of blank check preferred stock.
Removed
Any preferred stock that we issue in the future may rank ahead of our securities in terms of dividend priority or liquidation premiums and may have greater voting rights than our securities.
Removed
In addition, such preferred stock may contain provisions allowing those shares to be converted into shares of common stock, which could dilute the value of our common stock to current stockholders and could adversely affect the market price, if any, of our common stock.
Removed
In addition, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company. Although we have no present intention to issue any shares of authorized preferred stock, there can be no assurance that we will not do so in the future.
Removed
If our securities become subject to the penny stock rules, it would become more difficult to trade our shares. The Securities and Exchange Commission, or the SEC, has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.
Removed
Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.
Removed
If we do not retain a listing on NYSE American or another national securities exchange and if the price of our securities is less than $5.00, our securities could be deemed a penny stock.
Removed
The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information.
Removed
In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement.
Removed
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our securities, and therefore shareholders may have difficulty selling their securities. 25 We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, and our shareholders could receive less information than they might expect to receive from more mature public companies.
Removed
We are required to publicly report on an ongoing basis as an “emerging growth company” (as defined in the JOBS Act) under the reporting rules set forth under the Exchange Act.
Removed
For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including but not limited to: ● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; ● being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and ● being exempt from the requirement to hold a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Removed
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
Removed
In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
Removed
We expect to take advantage of these reporting exemptions until we are no longer an emerging growth company.
Removed
We would remain an emerging growth company for up to five years, although if the market value of our securities that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an emerging growth company as of the following December 31.
Removed
Since we are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our shareholders could receive less information than they might expect to receive from more mature public companies.
Removed
We cannot predict if investors will find our securities less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our securities.
Removed
We qualify as a smaller reporting company and are exempt from certain disclosure requirements, which could make our common stock less attractive to potential investors.
Removed
Rule 12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that: ● had a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or ● in the case of an initial registration statement under the Securities Act or the Exchange Act for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or ● in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero or whose public float was less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.
Removed
If a company determines that it does not qualify for smaller reporting company status because it exceeded one or more of the above thresholds, it will remain unqualified unless when making its annual determination it meets certain alternative threshold requirements which will be lower than the above thresholds if its prior public float or prior annual revenues exceed certain thresholds. 26 As a smaller reporting company, we are not required to include a Compensation Discussion and Analysis section in our proxy statements; we must provide only two years of financial statements; and we need not provide the table of selected financial data.
Removed
We are also subject to other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our common stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares.
Removed
As a “smaller reporting company,” we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public stockholders .
Removed
Under NYSE American rules, a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act, is not subject to certain corporate governance requirements otherwise applicable to companies listed on NYSE American.
Removed
For example, a smaller reporting company is exempt from the requirement of having a compensation committee composed solely of directors meeting certain enhanced independence standards, as long as the compensation committee has at least two members who do meet such standards.
Removed
Although we do not avail ourselves of this or other exemptions from NYSE American requirements that are or may be afforded to smaller reporting companies, we may elect to rely on any or all of them in the future.
Removed
By electing to utilize any such exemptions, our company may be subject to greater risks of poor corporate governance, and poorer financial performance from problems in our corporate organization. Provisions in Nevada law may have an anti-takeover effect. Nevada corporate statutes contain provisions designed to protect Nevada corporations and employees from the adverse effects of hostile corporate takeovers.
Removed
These statutory provisions reduce the possibility that a third party could effect a change in control without the support of our incumbent directors and may also strengthen the position of current management by restricting the ability of shareholders to change the composition of the Board, to affect its policies generally and to benefit from actions that are opposed by the Board.
Removed
Section 8.10 of our bylaws provides that the Eighth Judicial District Court of Clark County, Nevada shall, to the fullest extent permitted by law, be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Removed
Section 8.10 of our bylaws provides that the Eighth Judicial District Court of Clark County, Nevada shall, to the fullest extent permitted by law, be the sole and exclusive forum for state law claims with respect to the following types of actions or proceedings: ● any derivative action or proceeding brought in the name or right of the Company or on its behalf; ● any action asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company’s stockholders; ● any action arising or asserting a claim arising pursuant to any provision of the Nevada Revised Statutes Chapters 78 or 92A or any provision of the Company’s articles of incorporation or bylaws; or ● any action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce or determine the validity of the Company’s articles of incorporation or bylaws.
Removed
Notwithstanding the foregoing, the exclusive forum provisions will not apply to suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Removed
Nevada Revised Statutes §78.046 allows Nevada corporations to include a provision in their articles of incorporation or bylaws that requires, to the extent not inconsistent with any applicable federal laws, internal actions be brought solely or exclusively in court(s) specified therein, and such specified courts must include at least one court in the State of Nevada.
Removed
If a stockholder of the Company may nevertheless seek to bring a claim in a venue other than the Eighth Judicial District Court of Clark County, Nevada as designated in the exclusive forum provision of our bylaws, we would expect to vigorously assert the validity and enforceability of such exclusive forum provision.
Removed
This may require significant additional costs associated with resolving such actions in other jurisdictions and there can be no assurance that this exclusive forum provision will be enforced by a court in those other jurisdictions. 27 This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees.
Removed
If a court were to find the exclusive forum provision in our bylaws to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could harm our business.
Removed
Any person purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to Section 8.10 of our bylaws.
Removed
General Risk Factors We are currently operating in a period of economic uncertainty and capital markets disruption, which has been impacted by geopolitical instability due to the military conflict between Russia and Ukraine and armed conflicts between Israel and Hamas.
Removed
Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine, the Gaza Strip or any other geopolitical tensions.
Removed
Global markets have experienced volatility and disruption following the escalation of geopolitical tensions, including the military conflict between Russia and Ukraine and armed conflicts between Israel and Hamas.
Removed
Although the length and impact of the ongoing military conflict is highly unpredictable, such conflicts could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. We are continuing to monitor the situation in Ukraine, the Gaza Strip and globally and assessing its potential impact on our business.
Removed
In addition, sanctions on Russia and hostilities involving Israel could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds. Any of the above mentioned factors could affect our business, prospects, financial condition, and operating results.
Removed
The extent and duration of the military actions, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described herein.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

32 edited+47 added−25 removed33 unchanged
Biggest changeIn addition, capitalizing on our know-how in developing logistics solutions over the years, we are able to propose integrated transportation solutions that cover loading, transport, port drayage and unloading. 32 Principal Factors Affecting Our Financial Performance Our operating results are primarily affected by the following factors: ● our ability to acquire new customers or retain existing customers; ● our ability to offer competitive product pricing; ● our ability to broaden product offerings; ● industry demand and competition; ● our ability to leverage technology and use and develop efficient processes; ● our ability to attract and retain talented employees; and ● market conditions and our market position.
Biggest changeIn addition, capitalizing on our know-how in developing logistics solutions over the years, we are able to propose integrated transportation solutions that cover loading, transport, port drayage and unloading.
Therefore, NLC may have limitations as an analytical tool. 34 We define NLC as the total number of loads delivered during a period. As our fleet exclusively offers full truckload shipping, tracking NLC is straightforward. We recognize a completed load when our dispatch team receives the receipt paperwork from the driver at the port or other destination.
Therefore, NLC may have limitations as an analytical tool. 43 We define NLC as the total number of loads delivered during a period. As our fleet exclusively offers full truckload shipping, tracking NLC is straightforward. We recognize a completed load when our dispatch team receives the receipt paperwork from the driver at the port or other destination.
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 . T he underwriters’ over-allotment option expired unexercised.
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.
The Company records the revenue once all the above steps are completed and services are performed. 37 The Company’s contracts with customers only include one performance obligation, which is to provide the delivery of truckload services.
The Company records the revenue once all the above steps are completed and services are performed. 46 The Company’s contracts with customers only include one performance obligation, which is to provide the delivery of truckload services.
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.
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.
TAAD LLP has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to such NLC information and, accordingly, TAAD LLP does not express an opinion or any other form of assurance with respect thereto.
Our principal accountant has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to such NLC information and, accordingly, our principal accountant does not express an opinion or any other form of assurance with respect thereto.
The TAAD LLP report relates to the Company’s previously issued financial statements, and it does not extend to the NLC information and should not be read to do so. The table below shows both the total NLCs and a breakdown of NLCs by business vertical during the fiscal years ended December 31, 2024 and 2023.
The report of our principal accountant relates to the Company’s previously issued financial statements, and it does not extend to the NLC information and should not be read to do so. The table below shows both the total NLCs and a breakdown of NLCs by business vertical during the fiscal years ended December 31, 2025 and 2024.
Our client base includes largest Fortune 500 waste companies and over 280 recycling centers and commodity traders that operate in nearly 2,300 locations. Our growing client base relies on us as their partner to provide a “white glove service” to ensure their time-sensitive, ultra-high throughput commodities are safely loaded and delivered right to container ships.
Our client base includes some of the largest Fortune 500 waste companies and over 207 recycling centers and commodity traders that operate in nearly 1,077 locations. Our growing client base relies on us as their partner to provide a “white glove service” to ensure their time-sensitive, ultra-high throughput commodities are safely loaded and delivered right to container ships.
We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements: 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.
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.
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.
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.
Liquidity and Capital Resources As of December 31, 2024 and December 31, 2023, we had cash of $557,619 and $1,455,976, respectively.
Liquidity and Capital Resources As of December 31, 2025 and December 31, 2024, we had cash of $1,202,395 and $557,619, respectively.
Material Cash Requirements from Known Contractual and Other Obligations The following table summarizes our contractual obligations as of December 31, 2025 and as for the 12 months thereafter: Contractual Obligations As of December 31, 2025 For the year ended December 31, 2025 Operating lease obligations $ 462,385 $ 240,018 Total Contractual Obligations $ 462,385 $ 240,018 We intend to fund our contractual obligations with working capital. 36 Initial Public Offering and Underwriting Agreement On January 21, 2025, we 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”).
Material Cash Requirements from Known Contractual and Other Obligations The following table summarizes our contractual obligations as of December 31, 2025 and as for the 12 months thereafter: Contractual Obligations As of December 31, 2025 For the year ending December 31, 2026 Operating lease obligations $ 319,298 $ 240,018 Operating lease obligations – related party $ 69,059 $ 66,000 Debt obligations (principal repayments) $ 992,005 $ 383,827 Debt obligations (principal repayments) -related party $ 84,487 $ 84,487 Total Contractual Obligations $ 1,464,849 $ 774,332 We intend to fund our contractual obligations with working capital. 45 Initial Public Offering and Underwriting Agreement On January 21, 2025, we 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”).
We continue to expand our footprints domestically and internationally and have ventured into the recycling export transport market of Tampa, Jacksonville and Miami, FL, and Baltimore, MD in 2023, and Ensenada, Mexico in 2024. We intend to explore the international market in Canada, the United Kingdom and Australia in the near future.
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.
Summary of Cash Flow The following table provides detailed information about our net cash flow for the fiscal years ended December 31, 2024 and 2023: Year Ended December 31, 2024 December 31, 2023 Net cash provided by operating activities $ (593,734 ) $ 2,008,219 Net cash (used in) investing activities (1,211,981 ) (1,091,226 ) Net cash provided by (used in) financing activities 907,358 (205,870 ) Net increase (decrease) in cash (898,357 ) 711,123 Cash at beginning of period 1,455,976 744,853 Cash at end of period $ 557,619 $ 1,455,976 Operating activities provided net cash of ($593,734) during the year ended December 31, 2024, and $2,008,219 during the year ended December 31, 2023.
Summary of Cash Flow The following table provides detailed information about our net cash flow for the fiscal years ended December 31, 2025 and 2024: Years Ended December 31, 2025 December 31, 2024 Net cash used in operating activities $ (1,781,512 ) $ (593,734 ) Net cash used in investing activities (5,855,370 ) (1,211,981 ) Net cash provided by financing activities 8,281,657 907,358 Net increase (decrease) in cash 644,776 (898,357 ) Cash at beginning of year 557,619 1,455,976 Cash at end of year $ 1,202,395 $ 557,619 Operating activities used net cash of $1,781,512 during the year ended December 31, 2025, and $593,734 during the year ended December 31, 2024.
“Risk Factors” and “Introductory Notes – Note Regarding Forward-Looking Statements.” Overview We are a truckload services and solutions provider focused on the recycling export supply chain.
“Risk Factors” and “Introductory Notes – Note Regarding Forward-Looking Statements.” Overview 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.
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.
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.
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 for three years from the date of filing.
The Company was not required to recognize any amounts from uncertain tax positions for the years ended December 31, 2025 and 2024. 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.
Year ended December 31, 2024 Year ended December 31, 2023 Number of Loads Completed Percentage in Total NLC Number of Loads Completed Percentage in Total NLC Waste Paper 16,641 73.4 % 18,094 74.8 % Waste Metal 1,243 5.5 % 1,336 5.5 % Forestry 271 1.2 % 340 1.4 % Import 4,057 17.9 % 4,109 16.9 % Others 453 2 % 310 1.3 % Total 22,665 100 % 24,189 100 % For the year ended December 31, 2024, the NLC for Waste Paper declined by 1,453, or 8.0%, to 16,641, from 18,094 for the year ended December 31, 2023.
Year ended December 31, 2025 Year ended December 31, 2024 Number of Loads Completed Percentage in Total NLC Number of Loads Completed Percentage in Total NLC Waste Paper 13,232 59.0 % 16,641 73.4 % Waste Metal 2,413 10.7 % 1,243 5.5 % Forestry 315 1.4 % 271 1.2 % Import 6,275 28.0 % 4,057 17.9 % Others 208 0.9 % 453 2.0 % Total 22,443 100 % 22,665 100 % For the year ended December 31, 2025, the NLC for Waste Paper decreased by 3,409, or 20.5%, to 13,232, from 16,641 for the year ended December 31, 2024.
General and administrative Our general and administrative expenses consist primarily of automobile, office, insurance, payroll and rent expenses. Our general and administrative expenses increased by $1,108,716 or 59% to $2,983,553 for the year ended December 31, 2024 from $1,874,837 for the year ended December 31, 2023.
General and administrative Our general and administrative expenses consist primarily of automobile, office, insurance, payroll, rent expenses and stock compensation expenses. Our general and administrative expenses increased by $5,460,912 or 226% to $7,875,263 for the year ended December 31, 2025 from $2,414,351 for the year ended December 31, 2024.
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.
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.
Financing activities used net cash of $907,358 during the year ended December 31, 2024, and ($205,870) during the year ended December 31, 2023. Cash used in financing activities increased by $1,455,976. The increase in December 31, 2024, amount is due to $1,100,00 in proceeds from loans payable and $192,642 of deferred financing costs.
Financing activities provided net cash of $8,281,657 during the year ended December 31, 2025 and $907,358 during the year ended December 31, 2024. Cash used in financing activities increased by $7,374,299. The increase in December 31, 2025, amount is due to $8,459,232 in proceeds from the issuance of common stock, offset by $1,124,039 in repayments of loans payable.
For the year ended December 31, 2024, the total NLC decreased by 1,524, or 6.3%, to 22,665, from 24,189 for the year ended December 31, 2023. The drop in total NLC was primarily due to significant decreases in the NLCs for Waste Paper, Forestry, and Waste Metal partially offset by increases in the NLCs for Others specifically Plastic.
The decrease was primarily attributable to lower volumes from customers shipping plastics and other materials. For the year ended December 31, 2025, total NLC decreased by 222, or 1.0%, to 22,443, from 22,665 for the year ended December 31, 2024. The decrease was primarily due to lower Waste Paper loads, partially offset by increases in Waste Metal and Import loads.
Our revenues consisted of the following during the year ended December 31, 2024, and 2023: 2024 2023 Commodity Paper $ 10,709,992 $ 13,427,327 Import 3,556,824 2,848,179 Metal 1,150,794 1,076,718 Log 293,645 447,995 Plastic 328,258 235,313 $ 16,039,513 $ 18,035,532 Cost and expenses Costs of revenues Our cost of revenue includes all directly related costs to deliver our services, which includes independent contractor drivers, insurance, truck maintenance costs, equipment rental and other directly related costs.
Utilizing “outside trucks” allows us to scale our operations and serve our national clients in emerging markets with low risk. 42 Our revenue consisted of the following during the years ended December 31, 2025, and 2024: 2025 2024 Commodity Paper $ 9,153,668 $ 10,709,992 Import 4,837,876 3,556,824 Metal 2,041,790 1,150,794 Log 345,700 293,645 Plastic 169,700 328,258 $ 16,548,734 $ 16,039,513 Cost and expenses 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 and other directly related costs.
Such decrease was in line with our decreased revenue Gross profit As a result of the foregoing, our gross profit decreased by $1,684,668 to $2,337,802 for the year ended December 31, 2024 from $2,649,153 for the year ended December 31, 2023.
Gross profit As a result of the foregoing, our gross profit decreased by $1,270,875 to $497,725 for the year ended December 31, 2025 from $1,768,600 for the year ended December 31, 2024. Gross margin decreased to 3% from 11% in the prior year.
The decrease in the income tax expense mainly resulted from lower taxable income. Net income Net income for the years ended December 31, 2024 and 2023 was $174,871 and $542,351, respectively. The change of net income was due to the decrease in revenue and lower profit margin during 2024.
Net (loss) income Net (loss) income for the years ended December 31, 2025 and 2024 was $(7,344,586) and $174,871, respectively. The change of net income was due to the decrease in gross profit as well as increased stock-based compensation.
Investing activities used net cash of ($1,211,981) during the year ended December 31, 2024, and ($1,091,226) during the year ended December 31, 2023. Cash used in investing activities increased by $120,755 from the corresponding period of the prior year.
Investing activities used net cash of $5,855,370 during the year ended December 31, 2025, and $1,211,981 during the year ended December 31, 2024. Cash used in investing activities increased by $4,643,389 as compared to prior year. This change was primarily due to $5,000,000 in notes receivable activities during the year ended December 31, 2025.
The Company evaluates uncertain income tax positions taken or expected to be taken in a tax return for recognition in its consolidated financial statements. The Company was not required to recognize any amounts from uncertain tax positions for the years ended December 31, 2023 and 2022.
If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. 47 The Company evaluates uncertain income tax positions taken or expected to be taken in a tax return for recognition in its consolidated financial statements.
Cash provided by operating activities decreased by approximately $2,601,953 primarily due to a decrease in net income of $339,308, decrease in amortization of ROU of $189,551, the recognition of a non-cash rent expense of $433,574, depreciation of $54,900, a decrease deferred taxes of $123,163, and an overall decrease of $1,967,544 from the change in operating assets and liabilities, for the year ended December 31, 2024 in comparison of the year ended December 31, 2023.
Cash used in operating activities increased by $1,187,778 primarily due to a decrease in net income (loss) of $7,519,457, the recognition of stock-based compensation of $5,363,550, and an overall decrease of $1,109,896 from the change in operating assets and liabilities, for the year ended December 31, 2025 in comparison of the year ended December 31, 2024.
For the year ended December 31, 2024, the NLC for Others increased by 143, or 46.1%, to 453, from 310 for the year ended December 31, 2023. The increase was due to new client acquisition for customers requiring exports in plastics and other materials.
The increase was primarily attributable to higher demand for non-ferrous scrap exports and growth in shipments from existing and new customers. For the year ended December 31, 2025, the NLC for Forestry increased by 44, or 16.2%, to 315, from 271 for the year ended December 31, 2024.
However, the increase in expenses were offset by a decrease in consulting fee of $170,404, utilities of $18,418, travel expenses of $15,953, business licenses and permits of $14,273, professional fees $12,000, Income tax expense We recorded a provision for (benefit from) income taxes of $109,420 for the year ended December 31, 2024, as compared to $377,931 for the year ended December 31, 2023, a decrease of $487,351 or 129%.
Income tax expense (benefit) We recorded a provision for (benefit from) income taxes of $15,159 for the year ended December 31, 2025, as compared to $109,420 for the year ended December 31, 2024, a decrease of $94,261 or 86%. The change was primarily attributable to the change in pre-tax results during the year.
For the year ended December 31, 2024, the NLC for Import increased by 52, or 1.3%, to 4,057, from 4,109 for the year ended December 31, 2023. The decrease was due to the loss of a couple clients of import customers.
The increase reflected higher customer shipping activity during the year due to volatility caused by implication of tariffs. For the year ended December 31, 2025, the NLC for Import increased by 2,218, or 54.7%, to 6,275, from 4,057 for the year ended December 31, 2024.
The decrease was primarily attributed to an industry-wide decrease in scrap paper export volume. For the year ended December 31, 2024, the NLC for Waste Metal decreased by 93 or 6.9%, to 1,243, from 1,336 for the year ended December 31, 2023. The decrease was due to the loss of a couple clients in the waste metal space.
The decrease primarily reflected continued softness in export demand for recovered paper and increased domestic mill consumption, which reduced the number of export shipments during the period. For the year ended December 31, 2025, the NLC for Waste Metal increased by 1,170, or 94.1%, to 2,413, from 1,243 for the year ended December 31, 2024.
Removed
We have become a key player in the New Jersey and Pennsylvania regional trucking market for waste paper, evidenced by our significant market share where we accounted for approximately 34% of the waste paper export drayage volumes through New Jersey’s ports and approximately 30% through Philadelphia’s ports, according to data sourced from IHS Markit.
Added
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.
Removed
Results of Operations Comparison of Years Ended December 31, 2024 and 2023 Years Ended December 31: Increase (Decrease) 2024 2023 $ % Revenues $ 16,039,513 18,035,532 (1,996,019 ) (11 )% Costs and expenses Costs of revenues 13,701,711 15,386,379 (1,684,668 ) (11 )% Selling - - - 0 % General and administrative 2,983,553 1,874,837 1,108,716 59 % 16,685,264 17,261,216 (575,952 ) (3 )% Income (loss) from operations (645,751 ) 774,316 (1,420,067 ) (183 )% Other income (expense) 711,202 145,966 565,236 387 % Net income before income taxes 65,451 920,282 (854,831 ) (93 )% Provision for (benefit from) income taxes (109,420 ) 377,931 (487,351 ) (129 )% Net income $ 174,871 542,351 (367,480 ) (68 )% Revenue Revenue for the years ended December 31, 2024 and 2023 was $16,039,513 and $18,035,532, respectively, representing a decrease of 11%.
Added
Principal Factors Affecting Our Financial Performance Our operating results are primarily affected by the following factors: ● our ability to acquire new customers or retain existing customers; ● our ability to offer competitive product pricing; ● our ability to broaden product offerings; ● industry demand and competition; ● our ability to leverage technology and use and develop efficient processes; ● our ability to attract and retain talented employees; and ● market conditions and our market position. 40 Results of Operations Comparison of Years Ended December 31, 2025 and 2024 Years Ended December 31: Increase (Decrease) 2025 2024* $ % Revenue $ 16,548,734 16,039,513 509,221 3 % Costs and expenses Costs of revenue 14,621,485 12,389,648 2,231,837 18 % Cost of revenue-related parties 1,429,524 1,881,265 (451,741 ) -24 % General and administrative 7,875,263 2,414,351 5,460,912 226 % Total cost and expenses 23,926,272 16,685,264 7,241,008 43 % Loss from operations (7,377,538 ) (645,751 ) (6,731,787 ) (1,042 )% Other income, net 17,793 711,202 (693,409 ) (97 )% (Loss) income before income taxes (7,359,745 ) 65,451 (7,425,196 ) (11,345 )% Provision for income taxes (15,159 ) (109,420 ) 94,261 (86 )% Net (loss) income $ (7,344,586 ) 174,871 (7,519,457 ) (4,300 )% * Certain prior year amounts have been reclassified between cost of revenue and general and administrative expenses to conform to the current period presentation.
Removed
The revenue decline in 2024 was mainly due to an industry-wide decrease in scrap paper export volume. Despite receiving an increased number of orders, both the average load count per order and the price per load decreased. To maintain activity across our fleet, we accepted a higher volume of smaller orders at lower prices.
Added
These reclassifications had no impact on total operating expenses or net income. See Note 2- to the consolidated financial statements for further details. Revenue Revenue for the years ended December 31, 2025, and 2024 was $16,548,734 and $16,039,513, respectively, representing an increase of $509,221, or approximately 3%.
Removed
In 2024, U.S. waste paper exports reached a 19-year low since 2004, driven by multi-year declines in shipments into key overseas markets. India was the largest buyer of U.S. waste paper exports in 2023, while China, which used to be the largest importer, has significantly reduced purchases of U.S. recovered paper, following its ban on imports of unsorted waste paper.
Added
The increase in revenue during 2025 was primarily attributable to growth in new commodity segments, particularly scrap metal and import freight. The Company’s expansion of direct relationships with leading exporters of scrap metal and importers contributed significantly to this increase in revenue. The market for U.S. recovered paper exports has experienced significant volatility in recent years.
Removed
The global recovered paper market exhibited a similar trend, with a strong upturn in 2021, a collapse in the second half of 2022 and continued weakness throughout 2023. The decline in U.S. waste paper exports was partly due to increased domestic mill production of recycled-content paper and board.
Added
According to industry reports citing U.S. Census Bureau trade data, U.S. recovered paper exports declined to approximately 13.3 million short tons in 2024, down 11% from 2023 and among the lowest annual export levels in recent years.
Removed
The fluctuations in the market demand for U.S. waste paper exports have a direct impact on our revenue. As demand decreases, our shipping volumes, rates and associated revenues decline. Conversely, improvements in industry demand can lead to increased shipping activity and revenue growth.
Added
Historically, China was the largest importer of U.S. recovered paper; however, following China’s restrictions on imports of unsorted waste paper, export demand has shifted to other markets, including India and certain Southeast Asian countries.
Removed
Given that domestic paper and board production has its capacity limitations and recycling practices and sorting equipment at recycling facilities are anticipated to continue improving, we believe that the U.S. waste paper exports will remain a mainstream commodity for our trucking services despite short-term volatility. For more information, please see the “ Industry—Waste Paper Export ” section.
Added
In 2025, market conditions showed only a modest improvement in export volumes, with U.S. recovered paper exports totaling approximately 7.22 million metric tons during the first seven months of 2025, up about 4% from the comparable prior-year period.
Removed
However, it is difficult to precisely predict when this downward trend will reverse. If the current trend persists and we are unable to find alternative sources of demand to replace the lost demand for waste paper, our revenues will be materially adversely affected.
Added
However, industry sources continued to characterize the 2025 market as soft, citing uneven overseas demand, weak pricing conditions for key grades such as OCC and mixed paper, and increased domestic consumption by U.S. mills, particularly on the West Coast.
Removed
Despite the downturn in waste paper exports, waste metal, forestry, and import other specifically plastic experienced growth in 2024. We expanded our presence in this space, which resulted in a 46.1% increase in loads, totaling an additional 143 loads compared to 2023.
Added
For the years ended December 31, 2025 and 2024, approximately 4,152 and 2,576 orders were completed, involving 13,232 and 16,641 loads, which amounted to approximately 496,200 and 465,948 tons of waste paper, respectively. While the number of loads decreased during the period, total volume increased by approximately 6.5%, suggesting a higher average volume per load.
Removed
Our revenues growth in this vertical was due to our established relationships with a number of plastic waste customers. As paper export volume continued to show weakness, we strategically targeted the existing client companies with the high volume of waste metal export and import containers.
Added
Revenue from paper decreased by $1,556,324, or 14.5%, to $9,153,668 for the year ended December 31, 2025 from $10,709,992 for the year ended December 31, 2024.
Removed
Opportunity was discovered from discussions with their leadership by uncovering their prior year volume and the ability for us to provide a higher level of service. The export volume for metal waste is subject to the market rate and countries buying the commodity. Import volume varies by the amount of demand from domestic consumers and economic conditions.
Added
The decrease reflects a combination of changes in load count, shipment volume per load, shipment mix, and pricing during the period. 41 U.S. scrap metal export markets, particularly for non-ferrous commodities such as aluminum and copper, experienced continued demand in recent years despite periodic volatility driven by global pricing, trade policy changes and shifts in destination markets.
Removed
Prices on providing logistics services for these verticals are based on the supply of trucks servicing the vertical, their availability to transport large quantities of containers in a short time, and established relationships with the customer. Our slight decrease in revenue from Waste Paper, Waste Metal, and Import was mainly due to economic conditions.
Added
Industry data indicates that U.S. aluminum scrap exports increased approximately 17% year over year in 2024 to about 2.4 million metric tons, reflecting sustained international demand for recycled metals, while copper scrap exports remained significant at approximately 957,000 metric tons with an estimated value of $4.5 billion.
Removed
Our revenues from Forestry were lower in 2024 compared to the past couple years, which experienced an unusual surge. 33 Our revenues from the “Others” vertical, where we hire “outside trucks” in markets our fleet does not service such as Illinois and Texas, also increased.
Added
In 2025, export markets for non-ferrous scrap continued to exhibit volatility due to evolving trade policies and increased domestic demand for secondary metals; however, global demand for recyclable feedstock remained an important driver of export activity.
Removed
Utilizing “outside trucks” allows us to scale our operations and serve our national clients in emerging markets with low risk.
Added
Against this industry backdrop, the Company experienced substantial growth in its scrap metal export business during 2025, primarily attributable to the expansion of direct client relationships with leading scrap metal exporters.
Removed
Our costs of revenue for the years ended December 31, 2024 and 2023 was $13,701,711 and $15,386,379, respectively, representing a decrease of 11%.
Added
As a result of these relationships and continued demand for non-ferrous scrap exports, the Company increased export shipping volumes by 1,170 loads in 2025 compared to 2024, representing an approximate 94.1% increase year over year.
Removed
As a percentage of revenue, gross profit remained consistent from 15% for the year ended December 31, 2024 to 15% for the year ended December 31, 2023. Again, the decrease in cost of revenue is in line with the decrease in revenue allowing for no change in gross profit year over year.
Added
This growth in shipment volume contributed to a 77.4% increase in revenue from scrap metal export activities, representing an additional $890,996, year-over-year, rising from $1,150,794 in 2024 to $2,041,790 in 2025.
Removed
This change primarily results from an increase in accrued compensation of $393,775, accounting fees of $267,896, bad debt expense $123,371, officer payroll $109,615, relocation expense of $75,264, litigation settlement of $150,000, amortization of $67,218, depreciation expense of $42,084, legal fees $30,209, and lastly automobile expenses with a total of $30,994.
Added
While global scrap metal export markets may continue to experience fluctuations due to economic conditions, trade policies and shifts in domestic consumption, the Company believes that its direct relationships with major scrap metal exporters and participation in the non-ferrous export supply chain position to benefit from continued demand for recycled metals in international markets.
Removed
For the year ended December 31, 2024, the NLC for Forestry decreased by 69, or 20.3%, to 271, from 340 for the year ended December 31, 2023. The decrease primarily reflected limitations on the volume of trees deforested for logging in the New York state we service.
Added
U.S. containerized import markets experienced significant volatility in 2025 due in part to shifting tariff policies, changes in global sourcing patterns and uncertainty surrounding U.S. trade policy.
Removed
To date, we have financed our operations primarily through revenue generated from operations. 35 We believe that our current levels of cash will be sufficient to meet our anticipated cash needs for our operations for at least the next 12 months, including our anticipated costs associated with becoming a public reporting company.
Added
Industry reports indicate that U.S. container import volumes fluctuated throughout 2025 as importers accelerated shipments earlier in the year to avoid anticipated tariffs, followed by periods of weaker demand as higher duties and inventory adjustments affected cargo flows.
Removed
The December 31, 2024, amount is due to $1,203,981 from the purchases of property and equipment, $8,000 from the purchases of intangible asset. The December 31, 2022 amount is due to $65,377 from the purchases of property and equipment.
Added
Overall, U.S. container imports in 2025 were estimated at approximately 25.4 million TEUs, slightly below 2024 levels, reflecting the impact of tariff uncertainty and cautious inventory management by importers. These conditions contributed to uneven monthly import volumes throughout the year, particularly for shipments originating from Asia.
Removed
Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “ Leases (Topic 842).” The objective of this update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements.
Added
Despite this volatility in import volumes, the Company experienced substantial growth in its import freight business during 2025. Import loads increased by 2,218 containers, rising to 6,275 loads in 2025 compared to 4,057 loads in 2024, representing growth of approximately 54.7% year over year.
Removed
This ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022 and is to be applied utilizing a modified retrospective approach.
Added
Correspondingly, import revenue increased to $4,837,876 in 2025 from $3,556,824 in 2024, representing a 36% increase and additional revenue of $1,281,052. The Company believes this growth was primarily driven by the expansion of direct relationships with importers and a strategic focus on working directly with cargo owners rather than entering rate-sensitive arrangements with price-cutting brokerage intermediaries.
Removed
The Company has adopted this guidance as of January 1, 2022, and it did have a material impact on its consolidated financial statements as now the Company capitalizes all right-of-use assets and lease liabilities. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (“Topic 326”)”.
Added
As a result, even during periods of tariff-driven market volatility and fluctuating container volumes, the Company was able to expand its share of import-related trucking activity and generate meaningful growth in both shipment volumes and revenue. Our revenue from the “Others” vertical, where we hire “outside trucks” in markets our fleet does not service.
Removed
The ASU introduces a new accounting model, the Current Expected Credit Losses model (“CECL”), which requires earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses at the time the financial asset is originated or acquired.
Added
Our costs of revenue for the years ended December 31, 2025 and 2024 was $16,051,009 and $14,270,913, respectively, representing an increase of 12%. Of these amounts, approximately $1,429,524 and $1,881,265 were related to transactions with related parties. Such increase was in line with our increased revenue.

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