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SUBSEQUENT EVENTS | 3 Months Ended
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Mar. 31, 2026
SUBSEQUENT EVENTS |
SUBSEQUENT EVENTS | NOTE 17 — SUBSEQUENT EVENTS On April 1, 2026, the Company entered into an unsecured short-term loan agreement in the principal amount of $500,000. The loan bears interest at an annual rate of 5.0%. The loan has a 12-month term and matures on March 31, 2027, with an option to extend for an additional 12 months. All outstanding principal and accrued interest are due in a single lump sum. On April 1, 2026, the Company completed the disposition of Edward Transit Express Group, Inc., a wholly owned subsidiary of the Company, pursuant to the Stock Purchase Agreement dated March 25, 2026. On April 16, 2026, the Company entered into a Share Transfer Agreement with Leyan Yang, a non-U.S. individual, pursuant to which the Company agreed to acquire from the Transferor 100% of the issued and outstanding shares of Super International Trading Limited, a limited liability company incorporated under the laws of Hong Kong and primarily engaged in the trading of large-scale industrial equipment (the “Super Transaction”). The Company expects to close the Super Transaction in May 2026. On April 20, 2026, the Company effected a 1-for-200 reverse stock split of its issued and outstanding common stock. As a result, every 200 shares of common stock were automatically combined into one share, and no fractional shares were issued. The reverse stock split reduced the number of issued and outstanding shares of the Company’s Class A Common Stock from 391,177,712 shares to 1,955,889 shares, and Class B common stock from 690,875 shares to 3,456 shares. The Company’s Class A common stock began trading on a post-split basis on April 29, 2026, at which time a new CUSIP number (16307X301) was assigned. On March 31, 2026, the Company entered into a Sales Agreement with AC Sunshine Securities LLC, pursuant to which the Company may, from time to time, offer and sell shares of its Class A Common Stock having an aggregate offering price of up to $100,000,000 through an “at-the-market” offering program. The following “Use of Proceeds” information relates to the at-the-market offering program (the “ATM Offering”) established pursuant to the registration statement on Form S-3 (Registration Number 333-281820), which was declared effective by the SEC on September 6, 2024 and a prospectus supplement filed with the SEC on April 2, 2026. Under the ATM Offering, we may offer and sell shares of our Class A Common Stock from time to time, for an aggregate offering price of up to $70,000,000, through AC Sunshine Securities LLC, acting as our sales agent (the “Sales Agent”). The Company agrees to pay the Sales Agent a commission of 3.0% of the aggregate gross proceeds from each sale of shares under the ATM Offering. As of the date of this quarterly report, the Company incurred aggregate offering expenses of approximately $3.6 million, including approximately $3.5 million paid to or on behalf of the Sales Agent for commissions and clearing fees, and approximately $0.1 million of other offering-related expenses. After deducting such expenses, the Company received net proceeds of approximately $28.7 million from the ATM Offering as of the date of this Quarterly Report. Approximately $3.5 million of the net proceeds was used to acquire Super International Trading Limited. On April 23, 2026 and April 27, 2026, the Company entered into two short-term loan agreements in the principal amounts of $9,000,000 and $5,000,000, respectively, to generate interest income. The loans bear interest at an annual rate of 5.0%. The loans have a 12-month term and matures on April 22, 2027 and April 26, 2027, respectively, with an option to extend for an additional 12 months. Interest is payable semi-annually, and principal is due upon maturity.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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