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 reverse stock split of its issued and outstanding common stock. As a result, every , 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 of 5.0%. The loans have a 12-month and matures on April 22, 2027 and April 26, 2027, respectively, with an option to extend for an 12 months. Interest is payable semi-annually, and principal is due upon maturity. |