UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-SA

¨  SEMIANNUAL REPORT PURSUANT TO REGULATION A

or

x  SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A

For the fiscal semiannual period ended: June 30, 2026

GREEN COFFEE COMPANY HOLDINGS, LLC

(Exact name of issuer as specified in its charter)

1301 West 22nd St. Suite 310

Oak Brook, Illinois, 60523

(Mailing Address of principal executive offices)

(716) 997-9074

Issuer’s telephone number, including area code

Item 3. Financial Statements

GREEN COFFEE COMPANY HOLDINGS, LLC

AND SUBSIDIARIES

Consolidated Financial Statements as of June 30, 2026 and December 31, 2025 and for the Six Months Ended June 30, 2026 and June 30, 2025

GREEN COFFEE COMPANY HOLDINGS, LLC

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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

GREEN COFFEE COMPANY HOLDINGS, LLC

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)

June 30, 2026 and 2025

In the opinion of management all adjustments necessary in order to make the interim financial statements not misleading have been included.

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

GREEN COFFEE COMPANY HOLDINGS, LLC

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' CAPITAL (UNAUDITED)

June 2026 / December 2025

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

GREEN COFFEE COMPANY HOLDINGS, LLC

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

June 2026 / December 2025

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

GREEN COFFEE COMPANY HOLDINGS, LLC

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Organization and summary of significant accounting policies:

On May 5, 2020, Green Coffee Company Inc. was converted from a Republic of Panama company to a US company registered in the State of Delaware as a limited liability company and changed its name
to Green Coffee Company Holdings, LLC (the “Company” or the “Group”). This conversion and naturalization had no effects on the carrying values of the assets and liabilities of the Company.

As of December 31, 2021, Green Coffee Company Holdings, LLC held a 100% interest in GCC Trading LLC, also a US company registered in the State of Delaware as a limited liability on June 22, 2020, and Green Coffee Company S.A.S., both included in the accompanying consolidated financial statements of the Group. Green Coffee Company S.A.S. (GCCSAS) was incorporated on June 6, 2017 in Medellín, Colombia, and is engaged in coffee planting and growing operations. GCCSAS owns 100% of shares issued and outstanding of Agrosura S.A.S. Zomac (ASAS), incorporated on March 6, 2018 in Antioquía, Colombia, as well as GCC Zona Franca S.A.S., incorporated on April 25, 2024.

As of December 31, 2023, Green Coffee Company Holdings, LLC also held a 100% ownership interest in GCC Green Coffee LLC, a U.S. company registered in the State of Delaware on November 10, 2023. GCC Green Coffee LLC is included in the accompanying consolidated financial statements of the Company.

Operations of ASAS include mainly the following activities:

The Company is a member of a group of affiliated companies and has extensive transactions and relationships with members of the group; consequently, results may differ from those among unrelated parties.

Principles of consolidation – The consolidated financial statements include the account balances and transactions of Green Coffee Company Holdings, LLC and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Controlling interest is determined by majority ownership interest and the absence of substantive third-party participating rights. Investments in affiliates over which the Company has significant influence but not a controlling interest, such as interests in entities owned equally by the Company and a third party that are under shared control, are carried on the equity basis.

Use of estimates – The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property, plant and equipment, valuation of deferred tax assets, recoverability of property, plant and equipment, and estimates used to assess the value of intangible and biological assets.

GREEN COFFEE COMPANY HOLDINGS, LLC

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair value of financial instruments – The carrying amount of the Company´s financial instruments (cash, accounts receivable, accounts payable, accrued liabilities and due from/to related entities) are considered reasonable estimates of fair value due to the short period to maturity.

Cash and cash equivalents – Cash consists of cash held with reputable financial institutions in the United States and the Republic of Colombia. The Group also considers investments in instruments purchased with an original maturity of 90 days or less to be cash equivalents. The Group also classifies amounts in transit from payment processors for customer credit card and debit card transactions as cash equivalents. If these investments are extended for additional terms, exceeding three (3) months, they will be treated as financial instruments.

Trade accounts receivable – The Company sells its products to customers extending credit, generally without requiring collateral, based on the evaluation of the customer’s financial condition.

Allowance for credit losses and doubtful accounts – Allowance for credit losses is determined under the Current Expected Credit Losses (CECL) methodology which uses the loss-rate approach and is measured on a collective (pool) basis when similar risk characteristics exist. Where financial instruments do not share risk characteristics, they are evaluated on an individual basis. The CECL allowance is based on relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. There is no allowance for credit losses as of June 30, 2026 and December 31, 2025, and there was no change in the allowance for credit losses during the periods ended June 30, 2026 and December 31, 2025.

For the period ended June 30, 2026, the Company early adopted Accounting Standard Update (ASU) 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The adoption of this ASU was prospectively and did not have a significant impact on the Company’s financial statements. No transition adjustment was necessary as part of the adoption. The Company elected the practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset in developing reasonable and supportable forecasts as part of estimating expected credit losses. In addition, the Company made an accounting policy election to consider collection activity after the balance sheet date when estimating expected credit losses. Subsequent collections were evaluated until the date these financial statements were issued when determining the need for an allowance for credit losses.

Inventories – Inventories are stated at the lower of cost or net realizable value. Cost is determined using the weighted average method. Products that are considered to be damaged or expired are written-off.

Inventories of agricultural products are measured at fair value less costs to sell on the date of collection.

Property, plant and equipment – Property, plant and equipment is recorded at cost less accumulated depreciation and amortization. Cost of property, plant, and equipment includes the acquisition price, costs incurred to bring them into operating condition at the current location, and the initial estimate of decommissioning costs. Major renewals and betterments are capitalized while maintenance and repairs, which do not improve or extend the life of the respective assets, are charged to expense as incurred. Upon retirement or other disposal of properties, the related cost and accumulated depreciation and amortization are removed from the accounts. Gains or losses on sale or retirement of property and equipment are reflected in operations. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets. Costs of repairs and maintenance are charged to expense while major improvements are capitalized.

Biological assets – The Company measures the biological assets of harvested or collected agricultural products that come from the Company's biological assets at fair value less costs to sell at the point of harvest or collection. The change in fair value is accounted for as a gain (loss) in the accompanying consolidated statements of operations and comprehensive income.

GREEN COFFEE COMPANY HOLDINGS, LLC

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company measures the biological assets of coffee, at the time of initial recognition, and on each reporting date, at cost less amortization. This measurement is the cost as of that date, for the purposes of initial recognition as inventories.

Impairment of long-lived assets – Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The key inputs into the Company’s impairment analysis include, but are not limited to, the holding period, net operating income, and capitalization rates. In such cases, the Company will evaluate the recoverability of such long-lived assets based on estimated future cash flows and the estimated liquidation value of such long-lived assets and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the long-lived asset. If impaired, the long-lived asset will be written down to its estimated fair value.

The Company’s impairment analysis identifies and evaluates events or changes in circumstances that indicate the carrying amount of a long-lived asset may not be recoverable, including determining the period. No impairment charges were recorded during the years ended June 30, 2026 and December 31, 2025.

Intangible assets – Intangible assets are measured at cost less accumulated amortization and accumulated impairment losses. These assets have been acquired separately, the cost of which includes the acquisition price and any cost attributable to preparing the asset for its intended use. As part of a business combination, its cost corresponds to the fair value on the acquisition date, whose cost corresponds to the fair value on the date it is received. Amortization is distributed systematically over the useful life of the depreciable amount; the amortization charge is recognized as an expense and is recorded from the moment the intangible asset is available for use.

Financial liabilities – Financial liabilities include debt instruments (such as a promissory note or loan payable) and accounts payable in legal and foreign currency. Amortized cost corresponds to the net value of the initial recognition amount less repayments of the principal plus or minus the accumulated amortization, using the effective interest method of any difference between the initial recognition value and the value at maturity. The estimates under the effective interest method include all the contractual conditions of the financial instrument and credit losses incurred. The effective interest rate was determined based on the carrying amount of the financial liability at the time of initial recognition. The amortized cost of a financial liability is the present value of future cash flows payable discounted at the effective interest rate and the interest expense in a period is equal to the carrying amount of the financial liability at the beginning of a period multiplied by the effective interest rate for the period. Variable interest rate financial liabilities are initially recorded at the amount payable at maturity with a periodic re-estimate of cash flows to reflect changes in market interest rates.

Payroll benefits payable – Employee benefits comprise all types of consideration that the Company provides to workers, including senior management, in exchange for their services. In the short term, the benefits to which employees are entitled because of the services provided to the Company, the payment of which will be made within the twelve months following the end of the period. They are recognized as of the reporting date, as a liability after deducting the amounts that have been paid directly to the employees as operating expense.

Leases – The Company accounts for leases following the Financial Accounting Standards Board’s (FASB) Accounting Standard Codification (ASC) 842, Leases (Topic 842).

The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. A contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the Company obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset.

GREEN COFFEE COMPANY HOLDINGS, LLC

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company made an accounting policy election available under Topic 842 not to recognize right-of-use (ROU) assets and lease liabilities for leases with a term of 12 months or less. For all other leases, ROU assets and lease liabilities are measured based on the present value of future lease payments over the lease term at the commencement date of the lease. The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by any lease incentives. To determine the present value of lease payments, the Company made an accounting policy election available to non-public companies to utilize a risk-free borrowing rate, which is aligned with the lease term at the lease commencement date.

The Company has made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component.

Revenue recognition – Revenue and related cost of sales are recorded when performance obligations with the customers are satisfied; generally, this occurs with the transfer of control of the products to customers. Revenues are reduced by discounts or rebates and other similar allowances estimated for customers.

Revenue from service contracts is recognized by the status of completion of the contract. Contract completion status is determined using the method of completion(s) of a physical proportion of the service transaction or employment contract that most reliably measures the work performed.

Other income – Income from interest, royalties and dividends is recorded when it is probable that the entity will obtain economic benefits associated with the transaction and the amount of income can be measured reliably. Interests are recognized using the effective interest method, royalties using the accrual basis in accordance with the essence of the corresponding agreement, and dividends when the members’ right to receive them is established.

Comprehensive income – Comprehensive income consists of net income and certain changes in members’ equity other than transactions with owners. Other comprehensive income (loss) relates to foreign currency translation adjustment and cross currency swaps.

Debt issuance costs – Fees charged by institutions in connection with financing are capitalized and amortized to interest expense under a straight-line method, which approximates the effective interest method. Debt issuance costs related to a recognized debt liability, excluding revolving line of credit, are presented in the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability.

Advertising costs – The Company expenses the costs of advertising the first time the advertising takes place. Advertising costs amounted to approximately $472,901 and $1,086,000 for the years ended June 30, 2026 and December 31, 2025.

Foreign currency transactions

The periods ended in June 30, 2026, and December 31, 2025, GCC Holdings LLC, GCC Trading LLC, and GCC Coffee LLC have the United States dollar (USD) as their functional currency, and their financial statements are presented in USD.

GREEN COFFEE COMPANY HOLDINGS, LLC

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Translation differences on non-monetary financial assets and liabilities such as financial liabilities held at fair value through profit or loss are recognized in profit or loss as part of the fair value gain or loss. Translation differences in non-monetary financial assets, such as investments classified as available-for-sale, are included in other comprehensive income.

Income taxes – The taxable profit for the Colombian subsidiaries has been reflected within this report. For the Colombian subsidiaries, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences), and operating losses, and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties as income tax expenses.

The Company uses an asset and liability approach in the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred income tax assets and liabilities are determined for differences between financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. The computation is based on enacted tax laws and rates applicable to periods in which the Company’s differences are expected to be recovered or settled. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

The Company exposure to credit risk is limited due to the number of entities comprising trade accounts receivable and the outstanding balances generally have quick collection turnarounds.

Foreign currency risk – Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates and exchange control regulations. Exposure to currency exchange rates arise from the Company’s use of overseas services. Most of the Company’s transactions outside of Colombia are carried out in U.S. dollars and, as such, management does not expect any material losses as a result of foreign currency risk.

GREEN COFFEE COMPANY HOLDINGS, LLC

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Interest rate risk – The Company is subject to interest rate risk in respect of its cash and cash equivalents. The Company’s cash and cash equivalents deposited in a financial institution located in the Republic of Colombia accrued interest at an average rate of 6.49%. Management frequently monitors interest rates and does not anticipate any material losses.

As of June 30, 2026 and December 31, 2025, cash and cash equivalents are as follows:

As of June 30, 2026 and December 31, 2025, accounts receivable consists of the following:

As of June 30, 2026 and December 31, 2025, inventories consist of the following:

Inventories do not have restrictions or encumbrances that limit their negotiation or realization. The inventory balances are represented in the main elements necessary to carry out the operation and the agricultural products harvested in the biological assets.

GREEN COFFEE COMPANY HOLDINGS, LLC

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property, plant and equipment as of June 30, 2026 and December 31, 2025, consist of the following:

Intangible assets represent licenses and its related accumulated amortization. As of June 30, 2026 and December 31, 2025, are as follows:

GREEN COFFEE COMPANY HOLDINGS, LLC

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Following is a reconciliation of changes in the carrying amount of biological assets for the six-month period ended June 30, 2026, and for the year ended December 31, 2025.

The Company’s accounts payable trade as of June 30, 2026 and 2025, are as follows:

The Company’s other payable as of June 30, 2026 and December 31, 2025, are as follows:

As of June 30, 2026 and December 31, 2025, the Company has loans payable with third-party commercial lenders for $24,220,375 and $16,380,226 that bear interest from 3.32% to 20.83% with principal and interest due in 2029 and secured by machinery and equipment, land and buildings. As of June 30, 2026 and December 31, 2025, the current portion of past due bank loans is $4,862,961 and $5,292,095, respectively.

GREEN COFFEE COMPANY HOLDINGS, LLC

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026 and December 31, 2025, the Company has outstanding seller financing loans of $3,053,821 and $2,805,929, respectively, payable through 2027 and secured by land, the current portion of these loans is $181,471. The Company is currently renegotiating the terms of seller financing loans due in 2026.

On March 24, 2025, the Company entered a noncancelable operating lease for office space with a lease term of 66 months commencing on May 1, 2025. The lease provides for initial annual base rent of $77,880, subject to contractual rent escalations, and includes a six-month rent abatement for the first six full months of the lease term. At lease commencement, the Company recognized a ROU asset and related operating lease liability of $333,955, representing the present value of future lease payments over the lease term. The Company did not select the practical expedient to use a risk-free discount rate and instead applied an incremental borrowing rate of 7.22%; the monthly rate used in the amortization schedule was 0.58%. The lease also required a security deposit of $20,081, which is recorded separately and is not included in the measurement of the lease liability.

For the six-month period ended June 30, 2026, and for the year ended December 31, 2025, the component of the lease cost is as follows:

Maturities of lease liability for the operating lease are as follows as of December 31, 2025:

As of June 30, 2026, the remaining lease terms and discount rates for the Company’s operating lease are as follows:

GREEN COFFEE COMPANY HOLDINGS, LLC

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026 and December 31, 2025, the Company had Class A common interests issued and outstanding amounting to 133,691.19 and 125,809.81, respectively, with no par value. As of June 30, 2026, the Company also had Class B common interests issued and outstanding amounting to 4,537,262 with no par value.

Subsequent to June 30, 2026, on July 6, 2026, the Company commenced an offering of Class B common interests pursuant to Regulation A under the Securities Act of 1933, as amended. The Company is seeking to raise $75 million. As of September 28, 2026, the Company has issued 3,283,847 Class B common interests for gross proceeds of $3,612,232.

INDEX TO EXHIBITS

The documents listed in the Exhibit Index of this report are incorporated by reference or are filed with this report, in each case as indicated below.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oak Brook, State of Illinois, on October 2, 2026.

Pursuant to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer and in the capacities and on the date indicated.

Date: October 2, 2026

Date: October 2, 2026