Exhibit 99.2
INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CBL INTERNATIONAL LIMITED AND ITS SUBSIDIARIES
TABLE OF CONTENTS
| F-1 |
CBL INTERNATIONAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollars, except for the number of shares)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Assets: | ||||||||
| Current Assets | ||||||||
| Inventory | $ | $ | ||||||
| Cash | ||||||||
| Accounts receivable | ||||||||
| Prepayments and other current assets | ||||||||
| Tax recoverable | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Right-of-use lease assets, net | ||||||||
| Goodwill | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity: | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Tax Payable | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Short-term lease liabilities | ||||||||
| Derivative Liabilities | ||||||||
| Bank borrowing | ||||||||
| Total current liabilities | ||||||||
| Long-term lease liabilities | ||||||||
| Long Term borrowings | ||||||||
| Total liabilities | ||||||||
| Commitment and contingencies | ||||||||
| Shareholders’ equity: | ||||||||
| Ordinary shares, $par value, shares authorized, and shares issued and outstanding as of June 30, 2026, and December 31, 2025 respectively | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock | ( | ) | ( | ) | ||||
| Translation Reserve | ||||||||
| Retained earnings | ||||||||
| Total shareholders’ equity | ||||||||
| Non-controlling interests in subsidiaries | ( | ) | ||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-2 |
CBL INTERNATIONAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Expressed in U.S. dollars, except for the number of shares)
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Selling and distribution | ||||||||
| General and administrative | ||||||||
| Total operating costs and expenses | ||||||||
| Profit/(Loss) from operations | ( | ) | ||||||
| Other (income) expense: | ||||||||
| Interest expense, net | ||||||||
| Currency exchange loss/(gain) | ||||||||
| Other expense (income), net | ( | ) | ( | ) | ||||
| Total other expenses | ||||||||
| Income/(Loss) before provision for income taxes | ( | ) | ||||||
| Provision for income taxes | ||||||||
| Net Income/(Loss) | $ | $ | ( | ) | ||||
| Comprehensive Income/(Loss) | $ | $ | ( | ) | ||||
| Attributable to: | ||||||||
| Equity holders of the Company | $ | $ | ( | ) | ||||
| Non-controlling interests | $ | ( | ) | $ | ( | ) | ||
| ( | ) | |||||||
| Basic and diluted earnings/(loss) per ordinary share* | $ | $ | ) | |||||
| Weighted average number of ordinary shares outstanding - basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| * | The Company effected a |
| F-3 |
CBL INTERNATIONAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Expressed in U.S. dollars, except for the number of shares)
Ordinary shares | Ordinary shares amount | Treasury Stocks | Additional paid-in capital |
|
Retained earnings | Non- Controlling Interests | Total shareholders’ equity | |||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | | ||||||||||||||||||||
| Issuance of new shares | * | ( | ) | ( | ) | |||||||||||||||||||||||
| Shares Repurchased | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Acquisition of remaining stake of a subsidiary | ||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Balance as of June 30, 2025 | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||
Ordinary shares | Ordinary shares amount | Treasury Stocks | Additional paid-in capital | Retained earnings | Translation Reserve | Non- Controlling Interests | Total shareholders’ equity | |||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | ( | ) | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Shares repurchase | - | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Exchange Difference | - | $ | ||||||||||||||||||||||||||||||
| Acquisition of a subsidiary | - | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Net Profit/(loss) | - | ( | ) | |||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-4 |
CBL INTERNATIONAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars)
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash Flows from operating activities: | ||||||||
| Net Income/(loss) | $ | $ | ( | ) | ||||
| Adjustment to reconcile net income to net cash (used in) provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Depreciation of right-of-use assets | ||||||||
| Change in fair value of derivatives | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Prepayments and other current assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses and other liabilities | ( | ) | ( | ) | ||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Taxes payable | ( | ) | ||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Increase in non-controlling interest | ( | ) | ||||||
| Acquisition of a new subsidiary (partial payment) | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Net proceeds from issuance of new ordinary shares | ( | ) | ||||||
| Shares repurchased | ( | ) | ( | ) | ||||
| Repayment of loan | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net (decrease)/ increase in cash | ( | ) | ( | ) | ||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Cash at the beginning of the period | ||||||||
| Cash at the end of the year | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| F-5 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars, unless stated otherwise)
1. Organization and Principal Business
CBL
International, or the Company, is a holding company without any operations of its own and owns
The Company is a marine fuel logistics company providing one-stop solutions for vessel refueling, which is referred to as a facilitator in the bunkering industry. The Company facilitates vessel refueling between ship operators and local physical distributors/traders by purchasing marine fuel from suppliers and arranging the delivery of it to customers. While the Group’s primary focus remains on its established bunkering facilitation services, it has taken a measured step to broaden its presence in the sustainable energy supply chain through the distribution of sustainable fuel materials and biofuel supply.
The companies of the Group are listed as follows:
| Entity Name | Place of Incorporation | Percentage of ownership |
Principal activities | |||
| Parent | ||||||
– An Associated Company |
| F-6 |
2. Basis of Presentation, New Accounting Standards, and Significant Accounting Policies
The Unaudited Condensed Consolidated Financial Statements and related notes include all the accounts of the Company and its wholly owned subsidiaries. The Unaudited Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), for the purposes of filing the 2026 Interim Report on Form 6-K (“2026 6-K Report”). Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes included in our 2025 Annual Report on Form 20-F (“2025 20-F Report”). All intercompany transactions have been eliminated in consolidation.
The information included in this 2026 6-K Report should be read in conjunction with the Consolidated Financial Statements and accompanying Notes included in our 2025 20-F Report. Certain amounts in the Unaudited Condensed Consolidated Financial Statements and accompanying Notes may not add due to rounding; however, all percentages have been calculated using unrounded amounts.
Use of Estimates and Judgements
The preparation of the Group’s interim condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting period. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in the future periods.
New Accounting Standards
The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2025.
The following new accounting standards and interpretations effective for accounting periods beginning on or after 1 January 2026, do not have a significant impact on the interim financial statements for the period ended 30 June 2026:
| ASU 2025-05 | Financial Instruments—Credit Losses (Topic 326) | |
| : Practical Expedient for Accounts Receivable and Contract Assets |
3. Accounts Receivable and Allowance for Credit Losses
Accounts receivable represents trade receivables from customers. We extend credit to our customers on an unsecured basis. Our exposure to credit losses depends on the financial conditions of them and macroeconomic factors beyond our control, such as global economic conditions or adverse impacts in the industries we serve, changes in oil prices and political instability. The health of our accounts receivable is continuously monitored using a risk-based model, taking into consideration both the timeliness and predictability of collections from our customers. We elected the practical expedient for estimating credit losses on ASC 606 current receivables and contract assets. We maintain a provision for estimated credit losses based upon our historical experience with our customers, along with any specific customer collection issues that we have identified from current financial information and business prospects, as well as any political or economic conditions or other market factors, including certain assumptions based on reasonable forward-looking information from market sources. Principally based on these credit risk factors.
Individual receivables written off when there is information indicating that the counterparty is in severe financial difficulty and the amounts are deemed uncollectible. An accounts receivable written off may still be subject to enforcement activities under our recovery procedures, taking into account legal advice where appropriate. Any subsequent recoveries made are recognized as income in the Consolidated Statements of Income and Comprehensive Income.
The
Company had accounts receivable of $
| F-7 |
The
Group entered into Receivable Purchase Arrangements with some financial institutions to sell certain accounts receivable on a non-recourse
basis for cash less related fees and expenses. Accordingly, those sold accounts receivable in this regard were no longer counted as the
Company’s receivable in the consolidated financial statements. As of June 30, 2026, the Company sold accounts receivable of $
As of the reporting date, all accounts receivable as of June 30, 2026 have been collected.
4. Derivative Instruments
During the six months ended June
30, 2026, the Company generated $
To provide full transparency, these losses stem entirely from our ongoing risk-management program—specifically, purchasing derivative instruments which are classified as non-designated derivatives, to manage fuel price volatility as part of our ordinary course of business activity. These are strictly non-speculative hedging activities designed to protect our operational margins against market fuel price fluctuation; the Company only purchases derivatives when there is a mismatch in the pricing mechanism between the term contracts from the supplier and the customer.
The Company values its derivative instruments using alternative pricing sources and market observable inputs, and accordingly the Company classifies the valuation techniques.
5. Prepayment and other current assets
Prepayment and other current assets as of June 30, 2026, and December 31, 2025, consist of the following:
| As of June 30, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Prepayments and other receivables | $ | $ | ||||||
| Deposits | ||||||||
| Total | $ | $ | ||||||
Prepayment and other receivable mainly consist of customers’ invoices factored to a financial institution in 2026 and this amount has been subsequently fully received after end of the financial period.
| F-8 |
Deposits were related to monetary collateral placed with various suppliers to secure credit lines for the purchase of marine fuels.
6. Property, Plant and Equipment
The details of property and equipment are as follows:
As of June 30, 2026 | As of December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| Office equipment, furniture and fixtures | $ | $ | ||||||
| Less: accumulated depreciation and amortization | ||||||||
| Office equipment, furniture and fixtures, net | $ | $ | ||||||
During
the six months ended June 30, 2026 and 2025, the Company recorded depreciation charges of approximately $
The details of motor vehicle are as follows:
As of June 30, 2026 | As of December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| Motor vehicle | $ | $ | ||||||
| Less: accumulated depreciation | ||||||||
| Motor vehicle, net | $ | $ | ||||||
During
the six months ended June 30, 2026, and 2025, the Company recorded depreciation charges of approximately $
The details of computer software costs are as follows:
As of June 30, 2026 | As of December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| Computer software | $ | $ | ||||||
| Less: accumulated amortization | ||||||||
| Computer software costs, net | $ | $ | ||||||
During
the six months ended June 30, 2026, and 2025, the Company recorded amortization charges related to computer software of approximately
$
7. Goodwill
On
April 22, 2026 (the “Acquisition Date”), the Company acquired a
The acquisition of GME expands the Company’s operational footprint and provides further commercial synergies. The Company has consolidated the financial results of GME and its group of companies in its consolidated financial statements from the Acquisition Date forward in accordance with FASB ASC 810.
| F-9 |
The following table summarizes the provisional allocation of the purchase price to the value of the assets acquired and liabilities assumed at the Acquisition Date:
| Purchase Consideration | $ | |||||||
| Less : Discount value of future payment -finance cost to unwind | ( | ) | ||||||
| Less: Net Identifiable Net Assets/ (Liabilities) acquired | ||||||||
| Non- Current Assets | $ | |||||||
| Current Assets | ||||||||
| Current Liabilities | ( | ) | ||||||
| Non-Controlling Interest | ( | ) | ||||||
| $ | ( | ) | ||||||
| Acquired
| ( | ) | ||||||
| Provisional Goodwill | $ |
The above non-current assets include net-book value of office equipment. Current assets include inventory, cash and bank balances, other receivables, prepayment and deposits. Current liabilities include trade and non-trade creditors.
The goodwill is provisional as of June 30, 2026. The Company is in the process of ascertaining and reviewing the valuations of certain special industrial related business permits, licenses and etc in order to identify and allocate the market value on these intangible assets before arriving at Goodwill.
In accordance with FASB ASC 805-10-50-6, the Company will adjust this provisional goodwill during the measurement period (not to exceed one year from the Acquisition Date) if new information is obtained about facts and circumstances that existed as of the Acquisition Date. Any such adjustments to provisional fair values will result in a retrospective-like adjustment to Goodwill, recognized prospectively in the reporting period of the adjustment.
The
Company incurred transaction-related costs of approximately $
8. Interest Income and Interest Expense
The Group was offered certain banking facilities with commercial banks and financial institutions. The facilities were as follows:
| ● | Receivable purchase facilities: The Company may elect payment from the bank and financial institutions with a certain portion of the invoices sold. Interest expenses will be charged on the portion in this respect. |
| ● | Receivable-backed
loan facility in the amount of $ |
| F-10 |
The
interest rates under the factoring agreement range from
The following table provides additional information about the Company’s interest income, interest expense and other financing costs, net for the six months ended June 30, 2026, and 2025:
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Interest income | $ | $ | ||||||
| Interest expense on lease liabilities | ( | ) | ( | ) | ||||
| Interest expense on factoring arrangement | ( | ) | ( | ) | ||||
| Total | $ | ( | ) | $ | ( | ) | ||
9. Commitments and Contingencies
Sales and Purchase Commitments
In our normal course of business, we from time to time, fix purchase commitments associated with our risk management program, as well as purchase contracts with our suppliers, under which we agreed to purchase a certain quantity of marine fuel at future market prices.
Contingencies
The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, and the Company does not anticipate that the final outcome arising out of any such matter will have a material adverse effect on its consolidated financial position, cash flows or results of operations. As of June 30, 2026, and December 31, 2025, the Company is not a party to any material legal or administrative proceedings and did not have any significant contingencies.
10. Income Taxes
British Virgin Islands
Under the current laws of the British Virgin Islands, the Company is not subject to any income tax.
Hong Kong
Under
the two-tiered profit tax rate regime of Hong Kong Profits Tax, the first HK$
| F-11 |
Malaysia
Malaysia
Income Tax is calculated at
The income tax provision for the six months ended June 30, 2026, and 2025, consists of the following:
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Current: | ||||||||
| Hong Kong | $ | $ | ||||||
| Malaysia | ||||||||
| $ | $ | |||||||
| Deferred | ||||||||
| $ | $ | |||||||
The following is a reconciliation of the Company’s total income tax expense to the loss before income taxes for the six months ended June 30, 2026, and 2025, respectively.
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Profit/(Loss) before provision for income taxes | $ | $ | ( | ) | ||||
| Tax
at the domestic income tax rate of | ( | ) | ||||||
| Tax effect of Hong Kong graduated rates | ( | ) | ||||||
| Foreign tax rate differentials | ( | ) | ||||||
| Non-deductible expenses for tax purpose | ||||||||
| Unrecognized tax benefit | ||||||||
| Utilized tax losses prior year | ( | ) | ( | ) | ||||
| Prior year accrual | ( | ) | ||||||
| Income tax expense | $ | $ | ||||||
11. Revenue Disaggregation
Geographic Information
The following table breaks down revenue for the six months ended June 30, 2026, and 2025, respectively by geographic location of the Company’s revenue. The geographical location is based on the locations at which the marine fuel is delivered to the customers.
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| China | $ | $ | ||||||
| Hong Kong | ||||||||
| Malaysia | ||||||||
| Singapore | ||||||||
| South Korea | ||||||||
| Other | ||||||||
| Total: | $ | $ | ||||||
Other includes primarily Taiwan, Australia and Japan, Belgium, Mauritius, Netherlands, Vietnam, Thailand, and Turkey.
| F-12 |
12. Finance and Operating Leases
The Company leases offices. The leases are for periods of two to five years.
For the six months ended June 30, 2026, and 2025, the Company recognized the following total lease cost related to the Company’s lease arrangements:
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Finance lease and operating lease costs | ||||||||
| Expenses relating to short-term leases | ||||||||
| Total lease cost | $ | $ | ||||||
As of June 30, 2026, the Company’s remaining lease payments are as follows:
| Leases | ||||
| (Unaudited) | ||||
| 2026 | $ | |||
| 2027 | ||||
| Total remaining lease payments (undiscounted) | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
Supplemental balance sheet information related to leases:
| Classification | As of June 30, 2026 | As of December 31, 2025 | ||||||||
| (Unaudited) | ||||||||||
| Assets: | ||||||||||
| Operating lease assets | Right-of-use lease assets | $ | $ | |||||||
| Operating leases | ||||||||||
| Lease Liability - current | Current liabilities – lease liabilities | $ | $ | |||||||
| Lease liability – non-current | Non-current liabilities – lease liabilities | $ | $ | |||||||
Other information related to leases for the six months ended June 30, 2026 and 2025:
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Weighted-average remaining lease term (years) - operating leases | ||||||||
| Weighted-average discount rate - operating leases | % | % | ||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows from finance leases | $ | $ | ||||||
| Operating cash flows from operating leases | $ | $ | ||||||
13. Issuance of new shares
During the six months ended June 30, 2026, there was issuance of new shares.
During the six months ended June 30, 2026, the Company repurchased ordinary shares at an average price of $ per share totaling $118,736. The shares repurchased are to be kept as treasury shares.
15. Subsequent event
(the “Board”) in its sole discretion and the effective date of such share consolidation (the “Effective Date”) to be determined by the Board in its sole discretion, but in no event shall the Effective Date occur later than August 27, 2026.
. The objective of the Share Consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market.
Beginning with the opening of trading on July 20, 2026, the Class B Ordinary Shares have begun trading on a post-Share Consolidation basis on the Nasdaq Capital Market under the same symbol “BANL” but under a new CUSIP number of G1991X133.
| F-13 |