Planet Green Holdings Corp.: Form 10-Q for the period ended Sep 30, 2025

We are headquartered in Flushing, New York. After a series of acquisitions and dispositions in 2025 and 2024, our primary business, which is carried out by Jingshan Sanhe, Xianning Bozhuang and Fast Approach Inc, includes the following operations:

• To sell high-grade synthetic fuel products;
• To sell black tea product cultivation, packaging, and sales;
• Online advertising services.

Results of Operations

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024.

The following discussion should be read in conjunction with the company’s unaudited condensed consolidated financial statement for the three months ended September 30, 2025, and 2024 and related notes to that.

(In Thousands of USD)

Net Revenues. Our net revenues for the three months ended September 30, 2025 amounted to $0.77 million, which represents a decrease of approximately $0.69 million, from $1.46 million for the three months ended September 30, 2024. The decrease in revenue can be attributed to the stagnant sales of high-grade synthetic fuel products, which decreased from $1.41 million to $0.77 million during the current period.

Cost of Revenues. During the three months ended September 30, 2025, we experienced a decrease in cost of revenue of $0.62 million or 46%, in comparison to the three months ended September 30, 2024, from approximately $1.37 million to $0.74 million. This change was mainly due to a decrease in cost of revenue from sales of high-grade synthetic fuel products.

Gross Profit. Our gross profit for the three months ended September 30, 2025 was $0.03 million compared to a gross profit of $0.10 million for the same period in 2024. The decrease in gross profit was attributed to a decrease in revenue, as discussed above.

Operating Expenses

Selling and Marketing Expenses. Our selling and marketing expenses increased by approximately $4,000, or 133%, to $7,000 for the three months ended September 30, 2025 from approximately $3,000 for the three months ended September 30, 2024. This increase was mainly due to the increase in business travel and meals expense.

General and Administrative Expenses. Our general and administrative expenses for the three months ended September 30, 2025 increased by $2.88 million, or 594%, to $3.36 million compared to the previous year’s $0.48 million for the same period. This increase was mainly due to the issuance of 1,450,000 shares of common stock under the 2025 Plan for a fair value of $2.80 million.

Net Loss

Our net loss for the three months ended September 30, 2025 increased by $10.96 million, to $12.15 million from $1.19 million in the same period in 2024. This decrease was primarily attributed to the increase of net loss from discontinuing operations and the increase in general and administrative expenses.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024.

The following discussion should be read in conjunction with the company’s unaudited condensed consolidated financial statement for the nine months ended September 30, 2025, and 2024 and related notes to that.

(In Thousands of USD)

Net Revenues. Our net revenues for the nine months ended September 30, 2025 amounted to $2.52 million, which represents a decrease of approximately $1.24 million, or 33%, from $3.75 million for the nine months ended September 30, 2024. The decrease in revenue can be attributed to the stagnant sales of high-grade synthetic fuel products, which decreased from $3.29 million to $2.45 million during the current period, and a decline in advertising service revenue from $0.38 million to $644.

Cost of Revenues. During the nine months ended September 30, 2025, we experienced a decrease in cost of revenue of $0.88 million or 27%, in comparison to the nine months ended September 30, 2024, from approximately $3.31 million to $2.43 million. This change was mainly due to a decrease in sales of revenue, as discussed above.

Gross Profit. Our gross profit for the nine months ended September 30, 2025 decreased by $0.36 million, representing an 79% decrease to $0.09 million compared to $0.45 million for the same period in 2024. The decrease was attributed to a decrease in sales of revenue, as discussed above.

Operating Expenses

Selling and Marketing Expenses. Our selling and marketing expenses increased by approximately $0.01 million, or 144%, to $0.02 million for the nine months ended September 30, 2025 from approximately $9,000 for the nine months ended September 30, 2024. This increase was mainly due to the increase in business travel and meals expense.

General and Administrative Expenses. Our general and administrative expenses for the nine months ended September 30, 2025 increased by $2.50 million, or 119%, to $4.59 million compared to the previous year’s $2.09 million for the same period. This increase was mainly due to the Company’s issuance of 1,450,000 shares of common stock under the 2025 Plan for a fair value of $2.80 million.

Net Loss

Our net loss for the nine months ended September 30, 2025 decreased by $9.73 million, to $13.72 million from $3.99 million in the same period in 2024. This decrease was primarily attributed to the increase of net loss from discontinuing operations and the increase in general and administrative expenses.

Liquidity and Capital Resources

In assessing our liquidity, we monitor and analyze our cash-on-hand and operating and capital expenditure commitments. Our liquidity needs meet our working capital requirements, operating expenses, and capital expenditure obligations. In the reporting period at September 30, 2025, our primary sources of financing have been cash generated from operations and bank loans.

As of September 30, 2025, we had cash and restricted cash of $63,754 compared to $180,335 as of December 31, 2024. The debt to assets ratio was 104.7% and 54.0% as of September 30, 2025 and December 31, 2024, respectively. We expect to continue to finance our operations and working capital needs in 2025 from cash generated from operations and, if needed, private financings. Suppose available liquidity is insufficient to meet our operating and loan obligations as they come due. In that case, our plans include pursuing alternative financing arrangements or reducing expenditures as necessary to meet our cash requirements. However, there is no assurance that we will raise additional capital or reduce discretionary spending to provide liquidity if needed. We cannot be sure of the availability or terms of any alternative financing arrangements.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the Company has incurred a net loss from continuing operations of $4,698,088 for the nine months ended September 30, 2025. As of September 30, 2025 the Company had an accumulated deficit of $161,772,429, a working capital deficit of $5,537,300, its net cash used in operating activities from continuing operations for the nine months ended September 30, 2025 was $1,329,176.

These factors raise substantial doubt on the Company’s ability to continue as a going concern. The accompanying unaudited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plan for the Company’s continued existence is dependent upon management’s ability to execute the business plan, develop a plan to generate profit; additionally, Management may need to continue to rely on private placements or certain related parties to provide funding for investment, working capital and general corporate purposes. If management is unable to execute its plan, the Company may become insolvent.

The following table provides detailed information about our net cash flow for all financial statement periods presented in this report.

Cash Flows Data:

(In thousands of U.S. dollars)

Operating Activities

Net cash used in operating activities was $1.33 million during the nine months ended September 30, 2025, compared to net cash provided by operating activities of $0.44 million during the nine months ended September 30, 2024. This change was primarily due to the decrease in net loss excluding non-cash expenses, gains and losses of $0.22 million, changes in net operating assets and liabilities of $1.54 million.

Investing Activities

Net cash used in investing activities was $2,474 for the nine months ended September 30, 2025, compared to $6,169 for the same period in 2024, which was primarily cash used for purchase of equipment.

Financing Activities

The net cash provided by financing activities was $1.20 million for the nine months ended September 30, 2025, compared to net cash used in financing activities of $0.41 million for the same period in 2024. This change can be attributed to a rise in proceeds from bank loans.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. This guidance clarifies the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument. The amended guidance is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The guidance can be applied either prospectively or retrospectively. We are currently in the process of evaluating the impact this amended guidance may have on our consolidated financial statements.

In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This guidance amends the effective date of Update 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of Update 2024-03 is permitted. We are currently in the process of evaluating the impact this amended guidance may have on the footnotes to our consolidated financial statements.

In March 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The amendments in this Update require an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. We are currently in the process of evaluating the impact this amended guidance may have on our consolidated financial statements.

In April 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. This Update is issued to reduce diversity in practice and improve the decision usefulness and operability of the guidance for share-based consideration payable to a customer in conjunction with selling goods or services. The amendments in this Update are effective for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December 15, 2026. Early adoption is permitted. We are currently in the process of evaluating the impact this amended guidance may have on our consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This Update is issued to address challenges encountered when applying the guidance in Topic 326, Financial Instruments—Credit Losses, to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. We are currently in the process of evaluating the impact this amended guidance may have on its consolidated financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on our present or future financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance arrangements.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2025. Based upon his evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective.

As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Risk Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Company’s registration statement on Form S3/A as filed with the SEC on April 18, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Company’s registration statement Form S3/A as filed with the SEC on April 18, 2023.