Planet Green Holdings Corp.: Form 10-Q for the period ended Mar 31, 2026

We are headquartered in Flushing, New York. After a series of acquisitions and dispositions in 2026 and 2025, our primary business, which is carried out by Jingshan Sanhe, Xianning Bozhuang, Hubei Shengsili and Fast Approach Inc, includes the following operations:

• Manufacture and distribution of methanol fuel additives, alcohol based fuel, and diesel fuel;
• Manufacture and distribute black tea and green tea products; and
• Online advertising services.

Results of Operations

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025.

The following discussion should be read in conjunction with the Company’s unaudited condensed consolidated financial statements for the three months ended March 31, 2026 and 2025 and related notes.

(In Thousands of USD)

Net Revenues. Our net revenues for the three months ended March 31, 2026 amounted to $6.36 million, reflecting an increase of approximately $5.52 million compared to $0.84 million for the three months ended March 31, 2025. This increase was attributable to our acquisition of Hubei Shengsili in November 2025 and the expanded enterprise sales distribution channel of our tea products for the three months ended March 31, 2026.

Cost of Revenues. During the three months ended March 31, 2026, we experienced a decrease in our cost of revenue of $0.34 million, in comparison to the three months ended March 31, 2025, from approximately $0.78 million to $0.44 million. This decrease was mainly due to a decrease in cost of revenue from sales of diesel products.

Promotion cost. During the three months ended March 31, 2026, we incurred promotion cost of $4.39 million in connection with sales of tea products by Hubei Shengsili, compared to $nil for the three months ended March 31, 2025.

Gross Profit. Our gross profit increased by approximately $1.47 million, to $1.53 million for the three months ended March 31, 2026 compared to $0.06 million for the three months ended March 31, 2025. Our gross margin increased by 17.6%, to 24.1% for the three months ended March 31, 2026 compared to 6.5% for the three months ended March 31, 2025. The increase in gross profit and gross margin was attributable to our acquisition of Hubei Shengsili and increased revenue, as discussed above.

Operating Expenses

Selling and Marketing Expenses. Our selling and marketing expenses increased by $2,093, to $12,131 for the three months ended March 31, 2026 from $10,038 for the three months ended March 31, 2025. This increase was mainly due to the increase in shipping and delivery expenses and business travel and meals expense.

General and Administrative Expenses. Our general and administrative expenses for the three months ended March 31, 2026 increased by approximately $0.30 million, to $0.95 million compared to $0.65 million for the three months ended March 31, 2025. This increase was mainly due to an increase in audit expense of $0.21 million.

Research and Development Expenses. Our research and development expenses for the three months ended March 31, 2026 decreased by $3,956, to $12,382 compared to $16,338 for the three months ended March 31, 2025. This decrease was mainly due to a decrease in depreciation expense related to research equipment.

Net Income (Loss)

Our net income was $0.50 million for the three months ended March 31, 2026, compared to a net loss of $0.80 million for the three months ended March 31, 2025. This change in net income was primarily attributable to the increase in revenue, as discussed above.

Foreign Exchange Controls

A significant portion of our cash is held in RMB by our PRC subsidiaries. The RMB is not freely convertible into foreign currencies. Under the PRC’s foreign exchange regulations, payments of current account items, including profit distributions, interest payments, and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange (“SAFE”) by complying with certain procedural requirements. However, approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. These restrictions could affect our ability to utilize our PRC cash balances to fund our offshore operations or to make dividends or other distributions to our holding company.

Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; The Company has reported net income of $502,855 for the three months ended March 31, 2026. Its net cash provided by operating activities for the three months ended March 31, 2026 was $4,580,433. However, the Company had an accumulated deficit of $174,717,437 and a working capital deficit of $4,897,804 as of March 31, 2026.

These factors raise substantial doubt on the Company’s ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company has recently expanded its sales and marketing efforts by engaging sales agents to promote its tea products and enhance market penetration. The Company believes this sales agent model enables it to improve its profit and cash flow. Management’s plan for the Company’s continued existence is dependent upon management’s ability to execute its business plan and generate additional profits, Additionally, Management may need to continue to rely on private placements or other capital raising transactions or certain related parties to provide funding for investment, for 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 provided by operating activities was $4.58 million during the three months ended March 31, 2026, compared to $0.35 million used in operating activities during the three months ended March 31, 2025. This change was primarily due to the improvement in net income from continuing operations of $1.15 million, plus an increase in adjustments to reconcile net loss of $0.07 million, and changes in net operating assets and liabilities of $3.71 million.

Investing Activities

Net cash used in investing activities for the three months ended March 31, 2026 was $14,127, compared to $2,456 for the same period in 2025, which was primarily cash used for purchase of equipment.

Financing Activities

The net cash provided by financing activities was $0.77 million during the three months ended March 31, 2026, compared to $1.30 million for the same period in 2025. This change is attributed to an increase in the amount of repayments made under bank loans.

Critical Accounting Estimates and Policies

The preparation of financial statements in conformity with the United States generally accepted accounting principles requires our management to make assumptions, estimates, and judgments that affect the amounts reported in the financial statements, including the notes to that, and related disclosures of commitments contingencies, if any.

Impairment of Long-lived Assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. This evaluation requires significant judgment, including the identification of the relevant asset group, the assessment of impairment indicators, and the determination of fair value when impairment is recognized. In estimating fair value, we consider factors such as the expected future utilization of production lines and equipment, market conditions, replacement cost, physical deterioration, and functional and economic obsolescence. As of March 31, 2026, our plant and equipment, net was approximately $4.58 million, and we recognized an impairment of $132,127. Accordingly, changes in our assumptions, including whether suspended or underutilized production assets are expected to return to service and the extent of future utilization, could materially affect the amount of any future impairment charges.

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 March 31, 2026. Based upon their 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 due to material weaknesses in our internal control over financial reporting, as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

As a result, we performed additional analysis as deemed necessary to ensure that our unaudited condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the unaudited condensed consolidated 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 2, 2026. 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 2, 2026.