UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 000-56511

Rubber Leaf Inc

(Exact name of registrant as specified in its charter)

Room 2109, 21/F C C WU BLDG 302-308 HENNESSY ROAD,

WANCHAI, HONG KONG 0000

(Address of Principal Executive Offices) (Zip Code)

+ (852) 2138-1668

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2026, the Registrant had 41,109,458 shares of common stock, $0.001 par value, issued and outstanding.

TABLE OF CONTENTS

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the section entitled “Risk Factors,” beginning on page 11 of our Annual Report on Form 10-K for the year ended December 31, 2025, and our Quarterly Report on Form 10-Q for the first quarter ended March 31, 2026, filed with the Securities and Exchange Commission (“SEC”) on June 1, 2026. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless expressly indicated or the context requires otherwise, the terms “RLI,” “Company,” “we,” “us,” and “our” in this document refer to Rubber Leaf Inc., a Nevada corporation.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

RUBBER LEAF INC

INDEX TO FINANCIAL STATEMENTS

RUBBER LEAF INC

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these unaudited consolidated financial statements.

RUBBER LEAF INC

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

RUBBER LEAF INC

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of these unaudited consolidated financial statements.

RUBBER LEAF INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Note: The Company completed the disposal of the discontinued operation in the fourth quarter of 2025. For the six months ended June 30, 2025, net cash used in operating activities was $72,583 in total, including cash flows related to both continuing and discontinued operations. Of this amount, $50,106 was attributable to discontinued operations. The loss from discontinued operations of $521,889 was included in net loss and was adjusted in the reconciliation of net loss to net cash used in operating activities.

RUBBER LEAF INC

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management’s best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

Overview

Rubber Leaf Inc was incorporated under the laws of the State of Nevada on May 18, 2021. On May 27, 2021, the Company entered into the Share Exchange Agreement with Xingxiu Hua, the Chief Executive Officer, President and Chairperson of the Company, pursuant to which the Company issued 40,000,000 shares of common stock to Ms. Hua in consideration of Ms. Hua’s efforts to procure Rubber Leaf LLC to transfer any and all equity interests in RLSP to the Company. We acquired Rubber Leaf Sealing Products (Zhejiang) Co., Ltd. on July 1, 2021, through an equity transfer between Rubber Leaf LLC and Rubber Leaf Inc. After the acquisition, RLSP became our 100% directly controlled subsidiary and wholly foreign-owned enterprise in China. RLSP was established in Fenghua, Ningbo, China and commenced operations in July 2019. RLSP was the wholly owned subsidiary of Rubber Leaf LLC, a Delaware company organized on June 1, 2018, and Xingxiu Hua, our Chief Executive Officer, President and Chairperson of the Board, was the sole member of Rubber Leaf LLC. RLSP specialized in the production and sales of automotive rubber and plastic sealing strips. All of our business was previously conducted through RLSP until it was disposed of by the Company on November 20, 2025.

The Company completed the disposition of RLSP through a Share Purchase Agreement dated November 20, 2025 (“Agreement”) with Shanghai Yongliansen Import and Export Trading Co., Ltd. (“Yongliansen”), of which our Chief Executive Officer, Ms. Xingxiu Hua, holds 30% of the outstanding equity. Pursuant to the Agreement, we sold all of our then equity interests in RLSP to Yongliansen for cash consideration of US$3,000,000, payable in three installments. RLSP has filed the sale and change of sole shareholder with the State Administration for Market Regulation of the PRC (the “SAMR”) with the official registration date being October 28, 2025.

Prior to the disposition of RLSP, we established a wholly owned subsidiary in Hong Kong, Rubber Leaf Limited, on September 22, 2025, and substantially transferred all principal orders, customer contracts and supply arrangements formerly associated with RLSP to RLHK. RLHK is now the Company’s primary operating entity and continues to conduct business specializing in sales of automotive rubber and plastic sealing strips. We are a well-known auto parts enterprise, and we are also the first-tier supplier of well-known auto brands such as eGT and Volkswagen.

Our principal business address is Room 2109, 21/F C C WU BLDG 302-308 HENNESSY ROAD, WANCHAI, HONG KONG.

Components of Our Results of Operations

Sales Revenue

We generate revenue through the sale of automotive rubber and plastic sealing strips under three supply models:

Model A (Direct Supply Model)

Following successful on-site inspections by auto OEMs, RLSP secures listing in its directories as a first-tier supplier that directly provides products to the OEM. For example, eGT is an auto OEM, and we serve as their first-tier supplier. eGT directly signs purchase or supply agreements with RLSP. This positions RLSP to independently procure raw materials, manufacture final products and directly deliver finished goods to the warehouses of the auto OEMs. RLSP fulfills its performance obligation upon the delivery of finished products to their warehouses, following a subsequent quality inspection approved by them. Simultaneously, they may request product replacements for disqualified items. Ownership and control of our finished products transfer to customers upon successful inspection and acceptance into an OEM’s warehouse. Revenue recognition occurs upon the transfer of control of our products to a customer, with payments made directly by the OEM.

Model B (Indirect Supply Model)

RLSP receives the purchase orders from our related parties-Shanghai Xinsen and Xinsen Sealing Products (Hangzhou) Co., Ltd (“Hangzhou Xinsen”) (collectively named as “Xinsen Group” for two companies together). The Company’s Chief Executive Officer, President and Chairperson, Ms. Xingxiu Hua, previously held a 90% ownership interest in Shanghai Xinsen and Shanghai Xinsen holds a 70% ownership interest in Hangzhou Xinsen. Effective October 1, 2022, Ms. Hua reduced her ownership of Shanghai Xinsen from 90% to 15%, and accordingly reduced her indirect ownership of Hangzhou Xinsen from 63% to 10.5%. The Xinsen Group serves as a certified second-tier supplier for branded Automobile Manufacturers (“Auto Manufacturers”). A second-tier supplier refers to a supplier that provides products to the first-tier suppliers of the OEM. First-tier suppliers could be suppliers of car doors, rubber and plastic components and other automobile parts. Auto Manufacturers issue consolidated purchase orders for complete sets of rubber and plastic auto parts for a particular model to their first-tier suppliers. These first-tier suppliers subcontract the production of rubber and plastic seals to second-tier suppliers. As a second-tier supplier and a facilitator of production rather than a direct manufacturer, Xinsen Group coordinates with us to fulfill orders. Upon receipt of purchase orders, RLSP procures rubber materials from our vendors. The production process involves outsourcing to third-party manufacturers for either work-in-process products (“WIP”) or finished products, based on management’s decisions in response to operational circumstances.

We employ two distinct forms of outsourced processing under Model B.

The finished products are delivered to the warehouses of Xinsen Group’s upstream first-tier suppliers, either from our locations or those of the third-party manufacturers. Quality inspection is carried out by assigned inspectors from Xinsen Group upon delivery. RLHK fulfills its obligation when the finished products reach Xinsen Group’s customers and pass the qualified quality inspection.

In the event of products that do not pass inspection, the Xinsen Group initiates a product replacement process. Upon confirmation of quality and quantity, and acceptance of finished products into Xinsen Group’s customers’ warehouses, invoices are provided to us as proof of delivery. The date of the invoices signifies the transfer of ownership and control of the finished products under model B from us to Xinsen Group and indirectly to its upstream first-tier suppliers. We recognize at such time as Xinsen Group’s customers accept delivery of products.

We also generate revenue through contract manufacturing model or OEM supply model, which is described in Model C.

Model C (OEM Supply Model)

The contract manufacturing process begins with the customer placing an order and supplying all necessary raw materials. We coordinate with qualified processing partners and dispatch our experienced technical personnel to provide on-site guidance and supervision throughout the production process.

If the subcontractor’s personnel are unable to complete certain steps to the required standard, we may assign our own workers to carry out or complete those specific processes using the equipment available at the subcontractor’s facility. This approach ensures that the final products meet the customer’s specifications and quality expectations, consistent with the contract manufacturing model previously adopted.

The customer is charged a processing fee, which is calculated based on the cost per individual part and settled monthly. At the start of each month, we calculate the number of parts processed in the previous month, and both parties confirm the quantity by stamping the relevant documents. Once confirmed, we issue an invoice for the processing fee, and the customer makes payment upon receipt of the invoice.

Related Party Revenues

We generate revenue through the sale of automotive rubber and plastic sealing strips under an indirect supply model. RLHK receives purchase orders from its customers, Shanghai Xinsen and Shanghai Huaxin, which are related parties. The Company’s Chief Executive Officer, President and Chairperson, Ms. Xingxiu Hua, previously held a 90% ownership interest in Shanghai Xinsen. Effective October 1, 2022, Ms. Hua reduced her ownership interest in Shanghai Xinsen from 90% to 15%. Both Shanghai Xinsen and Shanghai Huaxin serve as certified second-tier suppliers to branded automobile manufacturers (the “Auto Manufacturers”).

Second-tier suppliers provide products to first-tier suppliers of original equipment manufacturers (“OEMs”). First-tier suppliers typically manufacture or assemble major automotive components, such as doors, rubber and plastic components, and other automobile parts. Auto Manufacturers issue consolidated purchase orders for complete sets of rubber and plastic components for specific vehicle models to their first-tier suppliers, who in turn subcontract the production of rubber and plastic sealing strips to second-tier suppliers.

As second-tier suppliers and facilitators of production rather than direct manufacturers, Shanghai Xinsen and Shanghai Huaxin coordinate with the Company to fulfill customer orders. Upon receipt of purchase orders, RLHK places corresponding orders with third-party vendors. These vendors are responsible for procuring raw materials and manufacturing the finished products. Throughout the production process, RLHK monitors and observes each key stage of manufacturing performed by the third-party vendors, with particular emphasis on final quality control.

Finished products are delivered either from the Company’s facilities or directly from third-party manufacturers to the warehouses of the first-tier suppliers designated by Shanghai Xinsen and Shanghai Huaxin. Upon delivery, quality inspections are performed by inspectors appointed by the end customers. RLHK’s performance obligation is considered fulfilled when the finished products are delivered to the customers designated by Shanghai Xinsen and Shanghai Huaxin and successfully pass the required quality inspections.

Cost of Revenues

Cost of revenues represents cost of goods sold and primarily consists of amounts paid to third-party vendors for manufacturing, logistics, and distribution services related to the production and delivery of finished products.

General and Administrative Expense

General and administrative expenses include the expenses for commercial support personnel, personnel in executive and other administrative functions, other commercial costs necessary to support the commercial operation of our products, professional fees for legal, consulting and accounting services.

Income taxes

Under Hong Kong Profits Tax rules, only profits arising in or derived from Hong Kong are subject to Hong Kong Profits Tax. Profits sourced outside Hong Kong may qualify as offshore profits and are generally not chargeable to Hong Kong Profits Tax, subject to review and final determination by the Hong Kong Inland Revenue Department (“IRD”). RLHK’s first statutory accounting year-end is December 31, 2026; accordingly, no profits-tax return is required to be filed for the year ended December 31, 2025. Management intends to submit an offshore-profits exemption claim to the IRD when filing RLHK’s first profits-tax return. Based on the current facts and technical analysis of the geographic source of income, all substantive decision-making, contracting, and operational activities generating RLHK’s income occur outside Hong Kong. Accordingly, management concludes that any income earned by RLHK is of an offshore nature. There can be no assurance that the IRD will accept this offshore-profit position.

Results of Operations

Comparison of the Six Months Ended on June 30, 2026 and 2025

The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025:

Sales Revenue

Sales revenue was $6,038,954 and $Nil for the six months ended June 30, 2026 and 2025, respectively, representing an increase of approximately $6.0 million year over year.

The Company did not generate revenue during the six months ended June 30, 2025, primarily due to the suspension of operations resulting from a prior legal dispute with Ningbo Rongsen. On September 22, 2025, the Company established Rubber Leaf Limited (“RLHK”), a Hong Kong subsidiary, which subsequently became the Company’s primary operating entity and is principally engaged in the sale of automotive rubber and plastic sealing strips.

The increase in revenue for the six months ended June 30, 2026 was primarily attributable to sales generated through RLHK following the resumption and restructuring of the Company’s operating activities. The Company expects to continue developing its customer base and expanding its sales activities; however, future revenue growth will depend on market demand, customer orders and the Company’s ability to execute its business strategy.

Cost of Sales

Cost of sales was $5,815,774 and $Nil for the six months ended June 30, 2026 and 2025, respectively. The increase in cost of sales was consistent with the commencement of sales activities through RLHK during the six months ended June 30, 2026.

Gross Profit

Gross income amounted to $223,180 and $Nil for the six months ended June 30, 2026 and 2025, respectively.

General and administrative expenses

General and administrative expenses were $81,547 and $165,082 for the six months ended June 30, 2026 and 2025, respectively, representing a decrease of $83,535, or approximately 50.6%, year over year.

The decrease was primarily attributable to lower professional service fees, including legal, accounting and consulting expenses. Professional fees incurred during the six months ended June 30, 2025 were primarily associated with the Company’s corporate and regulatory matters, including its efforts related to a potential uplisting to The Nasdaq Capital Market.

Income from Continuing Operations

Income from operations was $141,633 for the six months ended June 30, 2026, compared with a loss from operations of $165,082 for the six months ended June 30, 2025, representing an improvement of $306,715 year over year.

The improvement was primarily attributable to the gross profit generated from RLHK’s sales activities and the decrease in general and administrative expenses during the six months ended June 30, 2026.

Income (loss) from Discontinued Operations

On November 20, 2025, the Company entered into a share purchase agreement to sell all of its equity interests in Rubber Leaf Sealing Products (Zhejiang) Co., Ltd. (“RLSP”), its former PRC subsidiary, to Shanghai Yongliansen Import and Export Trading Co., Ltd., a related party in which the Company’s Chief Executive Officer holds a 30% equity interest, for cash consideration of $3,000,000 payable in three installments. The transaction closed on November 30, 2025. Accordingly, the results of RLSP have been presented as discontinued operations for all periods presented in the accompanying condensed consolidated financial statements.

RLSP generated no revenue during the three and six months ended June 30, 2025 as a result of a legal dispute with Ningbo Rongsen. Loss from discontinued operations was $Nil and $265,484.67 for the three months ended June 30, 2026 and 2025, respectively, and $Nil and $521,889 for the six months ended June 30, 2026 and 2025, respectively.

Net income (loss)

As a result of the factors described above, net income was $183,440 for the six months ended June 30, 2026, compared with a net loss of $686,971 for the six months ended June 30, 2025, representing an improvement of $870,411 year over year.

Comparison of the Three Months Ended on June 30, 2026 and 2025

The following table summarizes our results of operations for the three months ended June 30, 2026 and 2025:

Sales Revenue

Sales revenue was $2,774,030 and $Nil for the three months ended June 30, 2026 and 2025, respectively, representing an increase of approximately $2.8 million year over year.

The Company did not generate revenue during the three months ended June 30, 2025, primarily due to the suspension of operations resulting from a prior legal dispute with Ningbo Rongsen. On September 22, 2025, the Company established Rubber Leaf Limited (“RLHK”), a Hong Kong subsidiary that subsequently became the Company’s primary operating entity and is principally engaged in the sale of automotive rubber and plastic sealing strips. Revenue generated during the three months ended June 30, 2026 was primarily attributable to sales conducted through RLHK.

Cost of Sales

Cost of sales was $2,836,195 and $Nil for the three months ended June 30, 2026 and 2025, respectively. The increase in cost of sales was attributable to the commencement of sales activities through RLHK and was generally consistent with the increase in sales volume during the period.

Gross Profit

Gross Profit (Loss)

Gross loss was $62,165 for the three months ended June 30, 2026, compared with $Nil for the same period in 2025. For the six months ended June 30, 2026, the Company recorded gross profit of $223,179, or 3.7% of revenue, compared with $Nil for the same period in 2025. The 2025 comparatives reflect no revenue or cost of sales from continuing operations, as RLHK was not incorporated until September 22, 2025 and the Company’s prior operations conducted through RLSP are presented as discontinued operations.

Results for the six-month period reflect two distinct pricing environments. Gross profit was $285,344, or 8.7% of revenue, in the first quarter of 2026, before turning to a gross loss of $62,165, or negative 2.2% of revenue, in the second quarter.

The gross loss in the second quarter was primarily attributable to a timing lag between an increase in the Company’s raw-material purchase prices and the corresponding adjustment to its contractual selling prices. The Company’s products are manufactured principally from EPDM and TPV, both petroleum-derived materials, and their cost is directly sensitive to movements in global crude oil prices. Following the disruption of Middle East crude supply in late February 2026 and the resulting increase in benchmark crude prices, the Company’s contracted purchase prices increased by approximately 50% effective with its March 2026 purchase order and remained at that level throughout the second quarter.

Because the Company’s selling prices are fixed under monthly sales agreements, the increase could not be passed through immediately. Selling prices were renegotiated with the Company’s customers and increased by approximately 17% effective with the May 2026 sales agreement. As a result, the Company recorded a gross loss of $102,800 in April 2026 and returned to gross profits of $20,160 and $20,475 in May and June 2026, respectively.

The renegotiated selling prices recovered only part of the increase in purchase prices. Gross margin was approximately 2.0% in May and June 2026, compared with approximately 24.0% in January and February 2026. Sales volume in the second quarter of 2026 declined approximately 24% from the first quarter, principally because order volumes were reduced during the period in which selling prices were being renegotiated. The Company does not expect gross margin to return to first-quarter 2026 levels unless raw-material prices decline or further selling-price adjustments are agreed.

Both the Company’s principal customers and its principal raw-material vendor are related parties. Purchase and selling prices are established under written monthly purchase orders and sales agreements rely on market conditions and business considerations.

General and Administrative Expenses

General and administrative expenses were $19,360 and $85,231 for the three months ended June 30, 2026 and 2025, respectively, representing a decrease of $65,871, or approximately 77.3%, year over year.

The decrease was primarily attributable to lower professional service fees, including legal, accounting and consulting expenses. Professional fees incurred during the three months ended June 30, 2025 were primarily related to the Company’s corporate and regulatory matters, including its efforts associated with a potential uplisting to The Nasdaq Capital Market.

Loss from Continuing Operations

Loss from continuing operations before income taxes was $60,622 for the three months ended June 30, 2026, compared with $85,231 for the three months ended June 30, 2025, representing an improvement of $24,609, or approximately 28.9%, year over year.

The improvement was primarily attributable to the decrease in general and administrative expenses and the recognition of interest income during the three months ended June 30, 2026, partially offset by the gross loss generated from RLHK’s sales activities.

Loss from Discontinued Operations

On September 22, 2025, RLI established a new Hong Kong subsidiary, Rubber Leaf Limited (“RLHK”), to continue to conduct business specializing in sales of automotive rubber and plastic sealing strips as all principal orders. During the three months ended June 30, 2025, the Company generated $Nil of revenue through RLSP due to a prior legal dispute with Ningbo Rongsen. However, due to the uncertainty of resuming operations and related legal commitments, RLSP’s operations were not as expected, our management intended to change its operations. Subsequently on November 20, 2025, the Company entered into an agreement with a counterparty to sell certain assets and liabilities of RLSP. RLSP has been identified as discontinued operations in the accompanying consolidated financial statements. Loss from discontinued operations was $Nil and $256,404 for the three months ended June 30, 2026 and 2025, respectively.

Net income (loss)

As a result of the factors described above, net loss was $60,622 for the three months ended June 30, 2026, compared with a net loss of $341,635 for the same period in 2025, representing a decrease in net loss of $281,013, or approximately 82.3%, year over year.

Liquidity and Capital Resources

As of June 30, 2026, the Company had an accumulated deficit of $2,370,445. The Company had cash of $1,361 and a working capital deficit of $2,294,310 as of June 30, 2026, compared with cash of $1,105 and a working capital deficit of $2,435,943 as of December 31, 2025.

The working capital deficit decreased by $141,633 during the six months ended June 30, 2026. The improvement was primarily attributable to income generated from operations during the period. However, the Company continued to have limited cash resources and a significant working capital deficit as of June 30, 2026.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Critical Accounting Policies

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The critical accounting policies are discussed in further detail in the notes to the unaudited financial statements appearing elsewhere in this 10-Q report. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and President, in order to allow timely consideration regarding required disclosures.

The evaluation of our disclosure controls by our principal executive officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this report. Our management, including our Chief Executive Officer and President, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of June 30, 2026, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and President and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and President and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026 due to material weaknesses in our internal control over financial reporting related to insufficient U.S. GAAP knowledge and expertise and inadequate segregation of duties.

Notwithstanding the foregoing, management has substantial experience in preparing and reviewing the Company’s financial information and Exchange Act reports, and, to date, no material misstatements have been identified in the financial statements included in this Quarterly Report as a result of the material weaknesses described above. In addition, management performed additional review and analysis procedures to support the timely preparation of the Company’s financial statements and related disclosures for this Quarterly Report.

As part of its remediation efforts, management has engaged an outside accounting consultant with experience in U.S. GAAP and SEC financial reporting to assist in strengthening the Company’s financial reporting process and internal controls. Management is also enhancing its review procedures and implementing measures to improve segregation of duties. These material weaknesses will not be considered remediated until the applicable controls have been designed and implemented, have operated for a sufficient period of time, and management has concluded, through testing, that such controls are effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There have been no material changes to the legal proceedings previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

As previously disclosed, the Company completed the disposition of its former PRC subsidiary, Rubber Leaf Sealing Products (Zhejiang) Co., Ltd. (“RLSP”), on November 30, 2025. Pursuant to the share purchase agreement governing that transaction, from and after the closing all existing and future debts, losses and obligations of RLSP, and all pending, ongoing and potential future litigation, arbitration, administrative penalties and other disputes relating to RLSP, are borne solely by the purchaser, and the Company has no recourse obligation with respect to such matters. The Company is not currently a party to any material legal proceedings.

Item 1A. Risk Factors.

As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(A) Unregistered Sales of Equity Securities

None.

(B) Use of Proceeds

Not applicable.

(C) Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the quarter ended June 30, 2026, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

* Filed herewith.

** Furnished herewith and not to be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor incorporated by reference into any filing of Rubber Leaf Inc under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date of this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ATTACHMENTS / EXHIBITS

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XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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