Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Unregistered Sales of Equity Securities and Use of Proceeds

The July 2024 Offering

The following "Use of Proceeds" information relates to the registration statement on Form S-1 (File Number 333-280743) for the July Offering, which was declared effective by the SEC on July 15, 2024. We issued and sold an aggregate of 2,025 shares of Class A common stock, at a price of $736.00 per share for gross proceeds of $1.49 million before deducting offering related expenses. FT Global Capital, Inc. was the exclusive placement agent of such offering.

We incurred approximately $395,000 in expenses in connection with the July Offering, which included approximately $110,000 in placement agent fees, approximately $35,000 in expenses paid to or for the placement agent, and approximately $250,000 in other expenses. None of the transaction expenses included payments to directors or officers of our Company or their associates, persons owning more than 10% or more of our equity securities or our affiliates. None of the net proceeds we received from the July Offering were paid, directly or indirectly, to any of our directors or officers or their associates, persons owning 10% or more of our equity securities or our affiliates.

The net proceeds raised from the July Offering were approximately $1.1 million after offering expenses. As of the date of this quarterly report, we have used $200,000 from the proceeds raised from the July Offering as the cash consideration for the acquisition of TWEW. We intend to use the remaining proceeds raised from the July Offering in the manner disclosed in our registration statement on Form S-1 (File Number 333-280743).

To support our overall liquidity, the Company strategically deployed a portion of the July offering proceeds through short-term loan arrangements, which are recorded as loan receivables. These financing activities are intended to optimize cash utilization by generating interest income while preserving capital flexibility for future operational needs or strategic initiatives.

The February 2026 Private Placement

On February 12, 2026, we closed a private placement (the "February 2026 Private Placement") pursuant to certain stock purchase agreements dated January 27, 2026 (the "Stock Purchase Agreements") with certain investors (the "Purchasers"), pursuant to which we issued an aggregate of 167,250 shares of Class A common stock, par value $0.0001 per share (the "Shares"), for aggregate gross proceeds of $40.14 million. The Shares issued in the February 2026 Private Placement were not registered under the Securities Act and were issued in reliance upon the exemption from registration provided by Regulation S promulgated thereunder. Each of the Purchasers represented to us that such Purchaser is not a resident of the United States and is not a "U.S. person" as defined in Rule 902(k) of Regulation S under the Securities Act, and that such Purchaser did not acquire the Shares for the account or benefit of any U.S. person. The Shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

On January 6, 2026, Naiside (Shenzhen) International Trading Co., Ltd. ("Naiside"), a subsidiary of NexTrade International LLC, entered into a partnership agreement with Shanghai Kesheng Investment Management Co., Ltd., as general partner and executive partner of the partnership contemplated thereby, in connection with Naiside's participation as a limited partner in an investment fund in the PRC. Pursuant to the partnership agreement, Naiside subscribed for a 7.0% limited partnership interest and, on January 29, 2026, Naiside made a capital contribution in the amount of US$40,131,287 to the fund in accordance with the partnership agreement. The fund is intended to invest primarily in China-based companies engaged in logistics technology, compliance technology, and supply chain technology and services, particularly those that provide products or services to customers in the United States and European markets. The fund will focus primarily on companies at venture capital stages, with each individual portfolio investment generally ranging from approximately US$0.7 million to US$7.0 million. The partnership agreement provides that the fund shall pay the general partner an annual management fee equal to 2% of the fund's paid-in capital, and further provides that, following the exit of any portfolio investment and the fund's receipt of the applicable proceeds, the fund shall distribute available proceeds to its limited partner, after deducting or reserving for applicable investment principal, the general partner's entitlement to 30% of the net profits from such exit, and any other amounts payable or required to be reserved under the partnership agreement. The general partner is responsible for the execution of partnership affairs. Naiside's capital contribution to the fund was funded entirely with the proceeds from the February 2026 Private Placement. After giving effect to such investment, all proceeds from the February 2026 Private Placement had been used, and no such proceeds remained available to the Company.

The 2026 ATM Offering

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"). We will 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 March 31, 2026, no shares of our Class A common stock had been sold under the ATM Offering, and we had not received any proceeds therefrom. As of the date of this quarterly report, the Sales Agent has sold an aggregate of 1,775,000 shares of our Class A common stock at an average offering price of $18.21 per share, for aggregate gross proceeds of $32.3 million. We have incurred approximately $3.6 million in expenses in connection with the ATM Offering, including $3.5 million in expenses paid to or for the account of the Sales Agent, commissions and clearing fees, and $0.1 million in other expenses. None of the offering expenses consisted of payments to any directors or officers of the Company or their associates, any persons owning 10% or more of our equity securities, or any of our affiliates.

As of the date of this quarterly report, after deducting offering expenses, we received net proceeds of approximately $28.7 million from the ATM Offering, of which approximately $3.5 million was used to acquire Super International Group Limited. None of such net proceeds were paid, directly or indirectly, to any of our directors or officers or their associates, any persons owning 10% or more of our equity securities, or any of our affiliates.