
or Securities registered pursuant to Section12(b)of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for thepast 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2of 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 orrevised financial accounting standards provided pursuant to Section13(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 effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect 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-based compensation received by anyof 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 Rule12b-2 of the Act). Yes☐No☒ The aggregate market value of the registrant’s voting and non-voting common equity held by its non-affiliates as of June 30, 2025, the last business day of theregistrant’s most recently completed second fiscal quarter, was $3,527,055. The number of the registrant’s shares of Class A common stock, $0.0001 par value per share, outstanding on March 19, 2026, was 36,177,712. Table of Contents PagePART I1Item 1.Business1Item 1A. Risk Factors9Item 1B. Unresolved Staff Comments21Item 1C.Cybersecurity21Item 2.Properties22Item 3.Legal Proceedings22Item 4.Mine Safety Disclosure22PART II23Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities.23Item 6.[Reserved]24Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 7A.Quantitative and Qualitative Disclosures about Market Risk38Item 8.Financial Statements and Supplementary Data39Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure39Item 9A. Controls and Procedures39Item 9B. Other Information40Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections40PART III41Item 10.Directors, Executive Officers and Corporate Governance41Item 11.Executive Compensation44Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters47Item 13.Certain Relationships and Related Transactions, and Director Independence49Item 14.Principal Accounting Fees and Services50PART IV51Item 15. Exhibits and Financial Statement Schedules51Item 16.Form 10-K Summary54Signatures55 PART I Item 1. Business. Overview We are a provider of logistics and warehousing services, historically in connection with the sale of parallel-importvehicles sourced in the U.S. to be sold in the PRC market, and more recently for the transportation of other goodsbetween the U.S. and the PRC. Parallel-import vehicles in the PRC refer to automobiles purchased directly fromoverseas markets and imported for sale outside of the brand manufacturers’ official distribution networks. Between 2016 and the first half of 2022, we experienced growth in sales volume and gross profit in the parallel-importvehicle business due to favorable market conditions. Beginning in the second half of 2023, the business was negativelyaffected by a decline in customer demand due to weakening m