Toppoint Holdings Inc 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December 31,2024 For the transition period from ____________ to _____________ Commission File No.001-42471 TOPPOINT HOLDINGS INC. (Exact name of registrant as specified in its charter) 551-866-1320(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The registrant wasnot a public company as of the last business day of its most recently completed second fiscal quarter and, therefore,cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date. As of April 15, 2025, there were a total of17,500,000shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Toppoint Holdings Inc. Annual Report on Form 10-KYear Ended December 31, 2024 TABLE OF CONTENTS Item 1.Business1Item 1A.Risk Factors10Item 1B.Unresolved Staff Comments28Item 1C.Cybersecurity28Item 2.Properties29Item 3.Legal Proceedings29Item 4.Mine Safety Disclosures29 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities30Item 6.[Reserved]32Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures About Market Risk39Item 8.Financial Statements and Supplementary Data39Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure39Item 9A.Controls and Procedures39Item 9B.Other Information39Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections39 Item 10.Directors, Executive Officers and Corporate Governance40Item 11.Executive Compensation45Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters49Item 13.Certain Relationships and Related Transactions, and Director Independence50Item 14.Principal Accountant Fees and Services51 Item 15.Exhibit and Financial Statement Schedules53Item 16.Form 10-K Summary54 INTRODUCTORY NOTES Use of Terms Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our,” the“Company,” “Toppoint Holdings,” and “our company” refer to the consolidated