RLEA

RLEA

CIK 0001893657

Micro Revenue $5M Assets $11M as of Oct 11, 2026

Rubber Leaf Inc (the “Company”) was incorporated under the laws of the State of Nevada on May 18, 2021. On May 27, 2021, the Company entered into the Share Exchange Agreement with Xingxiu Hua, the Chief Executive Officer, President and Chairperson of the Company, pursuant to which the Company… About this business →

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S-1/A Filed Aug 17, 2026 Red flag

Rubber Leaf (RLEA) files S-1/A for $6.2M primary offering at $4.00/share, with $22.3M net proceeds on over-allotment basis

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10-Q Filed Aug 10, 2026 · Period ending Jun 30, 2026

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10-Q Filed May 14, 2026 · Period ending Mar 31, 2026

Summary not yet generated.

10-K Filed Feb 6, 2026 · Period ending Dec 31, 2025

Summary not yet generated.

8-K Filed Dec 9, 2025 · Period ending Nov 20, 2025

Summary not yet generated.

10-Q Filed Nov 19, 2025 · Period ending Sep 30, 2025

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Latest financial statements

From 10-Q filed Aug 10, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.

As filed

Consolidated Statements of Operations

Description Six months ended June 30, 2026 (unaudited) Six months ended June 30, 2025 (unaudited) Three months ended June 30, 2026 Three months ended June 30, 2025
Sales-related parties 6,038,954 - 2,774,030 -
Total 6,038,954 - 2,774,030 -
Cost of sales 5,815,774 - 2,836,195 -
Total cost of sales 5,815,774 - 2,836,195 -
Gross income (loss) 223,180 - (62,165) -
Operating expenses
General & administrative expenses 81,547 165,082 19,360 85,231
Total operating expenses 81,547 165,082 19,360 85,231
Income (loss) from operations 141,633 (165,082) (81,525) (85,231)
Other income (expense):
Interest income (expense) 41,807 - 20,903 -
Other income, net - - -
Total other income (expenses), net 41,807 - 20,903 -
Net income (loss) from continuing operations before income taxes 183,440 (165,082) (60,622) (85,231)
Income tax expense (benefit) - - - -
Net income (loss) from continuing operations 183,440 (165,082) (60,622) (85,231)
Gain (loss) from discontinued operations - (521,889) (256,404)
Net income (loss) 183,440 (686,971) (60,622) (341,635)
Other comprehensive income (loss)
Foreign currency translation, net of tax - 3,593 - 1,074
Comprehensive income (loss) 183,440 (683,378) (60,622) (340,561)
Earnings per share
Basic and diluted earnings (loss) per share 0.0045 (0.0166) (0.0015) (0.0083)
Weighted average common shares outstanding 41,109,458 41,109,458 41,109,458 41,109,458

Consolidated Balance Sheets

Description June 30, 2026 (Unaudited) December 31, 2025
ASSETS
Current assets:
Cash 1,361 1,105
Accounts receivable related parties 8,545,150 3,295,030
Total current assets 8,546,511 3,296,135
Noncurrent assets:
Long-term account receivable related party 2,828,938 2,787,131
Total assets 11,375,449 6,083,266
LIABILITIES
Current liabilities:
Accounts payable related parties 4,505,382 2,498,787
Other payables related parties 6,309,437 3,174,291
Other current liabilities 26,002 59,000
Total current liabilities 10,840,821 5,732,078
Noncurrent liabilities:
Deferred tax liabilities 63,942 63,942
Total liabilities 10,904,763 5,796,020
Commitments and Contingencies
STOCKHOLDERS’ EQUITY
Preferred stock: 40,000,000 shares authorized, no shares issued and outstanding - -
Common stock: 100,000,000 shares authorized, 41,109,458 shares and 41,109,458 shares issued and outstanding as of June 30, 2026 and December 31, 2025 41,110 41,110
Additional paid-in capital 2,799,035 2,799,035
Accumulated deficit (2,370,445) (2,553,885)
Accumulated other comprehensive income 986 986
Total stockholders’ equity 470,686 287,246
Total liabilities and stockholders’ equity 11,375,449 6,083,266

Consolidated Statements of Cash Flows

Description Six months ended June 30 2026 (unaudited) Six months ended June 30 2025
Cash flow from operating activities
Net income (loss) 183,440 (686,971)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Changes in operating assets and liabilities:
Loss from discontinued operations - 521,889
Accounts receivable related parties (2,229,774) -
Interest accrued on long-term receivables (41,807) -
Accounts payables related parties 2,006,595 -
Advances to vendors related party - 5,000
Other current liabilities (32,998) 87,499
Net cash used in operating activities (114,544) (72,583)
Cash flow from investing activities
Net cash used in investing activities - -
Cash flow from financing activities
Other payable from related parties 114,800 73,500
Net cash provided by financing activities 114,800 73,500
Effect of exchange rate changes - 228
Increase in cash 256 1,145
Cash and restricted cash, beginning 1,105 12,273
Cash and restricted cash, ending 1,361 13,418
Supplemental disclosures of cash flow
Interest paid - -
Income taxes paid - -
Supplemental disclosure of non-cash activities
Non-cash offset of accounts receivable and accounts payable 3,809,179 -

Amounts as printed on the EDGAR/iXBRL face. Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

About RLEA

Source: Item 1 (Business) from the 10-K filed February 6, 2026. Description as filed by the company with the SEC.

Item
1. Business.

Overview

Rubber
Leaf Inc (the “Company”) was incorporated under the laws of the State of Nevada on May 18, 2021. On May 27, 2021, the Company
entered into the Share Exchange Agreement with Xingxiu Hua, the Chief Executive Officer, President and Chairperson of the Company, pursuant
to which the Company issued 40,000,000 shares of common stock to Ms. Hua in consideration of Ms. Hua’s efforts to procure Rubber
Leaf LLC to transfer any and all equity interests in RLSP to the Company. We acquired Rubber Leaf Sealing Products (Zhejiang) Co., Ltd.
on July 1, 2021, through an equity transfer between Rubber Leaf LLC and Rubber Leaf Inc. On November 20, 2025, the Company
completed the disposition of RLSP through a Share Purchase Agreement (“Agreement”) with Shanghai Yongliansen Import
and Export Trading Co., Ltd. (“Yongliansen”), of which our Chief Executive Officer, Ms. Xingxiu Hua, holds 30% of the outstanding
equity. Pursuant to the Agreement, we sold all of our then equity interests in RLSP to Yongliansen for cash consideration of US$3,000,000,
payable in three installments. RLSP has filed the sale and change of sole shareholder with the State Administration for Market Regulation
of the PRC (the “SAMR”) with the official registration date being October 28, 2025. Prior to the disposition of RLSP,
we established a wholly owned subsidiary in Hong Kong, Rubber Leaf Limited (“RLHK”), on September 22, 2025, and substantially
transferred all principal orders, customer contracts and supply arrangements formerly associated with RLSP to RLHK. RLHK is now the Company’s
primary operating entity and continues to conduct business specializing in sales of automotive rubber and plastic sealing strips. We
are a well-known auto parts enterprise, and we are also the first-tier supplier of well-known auto brands such as eGT and Volkswagen.

Read full description ↓

Our
principal business address is Room 2109, 21/F C C WU BLDG 302-308 HENNESSY, ROAD, WANCHAI, HONG KONG.

Business
Strategy

Our
former wholly owned subsidiary RLSP, an automotive rubber and plastic sealing strip manufacturer, has been acknowledged as first-tier
supplier to manufacture sealing strips for some auto Original Equipment Manufacturers, such as eGT and Volkswagen. Since December 2019,
RLSP has been supplying automotive rubber and plastic sealing strips to eGT, a joint venture between Dongfeng and French Renault. Additionally,
RLSP has also been acknowledged as second-tier manufacturer of automotive rubber and plastic sealing strip from some Branded Automobile
Manufacturers (the “Auto Manufacturers”). Despite only entering the Chinese automotive sealing strip market in 2019, RLSP’s
well known customers and our own unique advantages have allowed us to rapidly expand our market presence and increase our market share.

Prior
to the RLSP’s disposition, we transferred all principal orders, customer contracts and supply arrangements formerly associated
with RLSP to RLHK.

Recent
Developments

The
following highlights recent material developments in our business:

●
FAW-Volkswagen
Agreements

In
October 2023, we entered into a joint research and development agreement, confidentiality agreement and integrity cooperation agreement
with FAW-Volkswagen Automotive Company, Ltd. (“FAW-Volkswagen”). Following detailed quotations, technical analyses and cost
control proposals in November 2023, and subsequent facility inspections by the customer, FAW-Volkswagen accepted our quotation and technical
plan in December 2023.

●
Hozon New Energy
Auto Orders

In February 2024, we cooperated
with Hozon New Energy Auto Co., Ltd for whole car rubber window sealing orders. The engagement commenced with technical consultations
in November 2023, leading to the acceptance of our quotation and cost plan in December 2023. Post the inspection of our site, factory
building and equipment, we are scheduled to supply sample products in March 2024, initiate the first batch production in August 2024
and ramp up production beginning in October 2024. The initial production is forecasted to be between 3,000 to 4,000 rubber window
seal sets, increasing by 2,000 sets monthly, with a peak monthly production of 12,000 sets.

Main
Products

●
Since our establishment,
we have been engaged in the research and development, design, production and sales of auto parts such as automobile sealing strips.
We have strong capabilities in tooling, mold creation, specialized equipment development, and comprehensive product design skills.
We mainly supply sealing strip products for domestic and foreign automobile manufacturers, as well as supporting research and development
and follow-up services.

1

Technology
Development Advantage

●
With extensive experience
in the rubber industry, we have formed a strong technical advantage in the field of rubber formulations. Our high-hardness rubber
and low-density sponge production technology have reached the domestic leading level. We are also expertise in the areas of rubber
vulcanization, modular development, three-dimensional molding, seamless interface, surface pre-coating, and surface flocking technologies.
We are a leading candidate in the development and application of technology, rubber mixing process technology, CAE, CAD analysis
simultaneous development technology and length control technology, and has applied these technologies to mass production. Moreover,
we have gained experience and technical proficiency necessary for synchronous development with automotive OEMs

Customer
Resource Advantage

●
For auto parts manufacturers
that supply to auto OEMs, establishing and maintaining cooperative relationships with mainstream auto OEMs is the key to their survival
and development. We have established a strong cooperative relationship with internationally renowned automobile manufacturers, become
a supplier for eGT and Volkswagen. Automobile manufacturers enforce stringent criteria for qualifying suppliers, assessing factors
such as enterprise scale, quality system, technology development capabilities, quality capabilities, on-site 5S, procurement management,
process management, quality improvement capabilities, human resource training and other aspects. This evaluation process typically
spans 1-3 years.

Investment
Highlights

●
Our Company’s revenue-generating
activities are anchored in a diverse portfolio of innovative products and services, as detailed in the “Main Products”
subsection of our “Business” section. Central to our success is our range of rubber and plastic car window and door sealing
strips, which have established a strong market presence due to their quality and unique design for different automobiles. These offerings
cater to our OEM customers, addressing key market demands and trends. Our revenue streams are further bolstered by our whole car
rubber and plastic design ability, which complement our main offerings and provide integrated solutions to our clients. This holistic
approach not only diversifies our income sources but also enhances customer retention and satisfaction. Our commitment to innovation,
coupled with a strategic focus on emerging market needs, positions us uniquely in the industry. This approach has enabled us to maintain
a competitive edge and continue to expand our market reach, thereby offering promising investment potential.

Growth
Strategies

●
A key pillar of our growth
plan is to enhance product innovation and development, and expand new customers, allowing us to stay ahead in a rapidly evolving
market and meet the emerging needs of our customers. We are committed to investing in research and development, which will drive
the introduction of new products and improvements to existing ones.

●
Another critical component
of our strategy is geographic expansion. We aim to enter new international markets and increase our share in existing markets by
leveraging our strong distribution networks and marketing strategies. This will not only diversify our customer base but also reduce
our dependency on any single market.

●
Additionally, we plan to
pursue strategic partnerships and acquisitions in different countries (our first target is the U.S.), which will allow us to access
new technologies, expand our product lines and enter new markets more rapidly than organic growth alone would permit.

●
Finally, a focus on operational
efficiency and cost management will ensure that we remain competitive and profitable, even as we invest in growth. By optimizing
our operations and carefully managing expenses, we can reinvest savings into key growth areas.

2

With
the increasingly fierce competition in the automobile manufacturing industry, auto OEMs demand greater comprehensive strength and industry
experience from their suppliers. The ability to provide support services to mainstream auto OEMs is becoming a more critical criterion
for customers in choosing suppliers. Therefore, the automobile manufacturing industry has gradually become a relatively closed ecosystem,
where only auto parts suppliers with high-quality customer bases can achieve a sustainable cycle of development.

Sales
and Marketing

Our
primary offerings consist of automotive rubber and plastic sealing strips tailored for specific models. These products boast distinctive
personalized customization features, making the direct sales model the predominant approach. We directly engage with the auto OEMs or
their first-tier suppliers to obtain supplier qualifications, define product specifications and models, negotiate product prices and
finalize orders.

All
of our executives are seasoned industry professionals with extensive experience in the automotive sector for more than 20 years. Their
expertise and extensive network facilitate our market expansion for businesses. While securing approval from auto OEMs may be a time-intensive
process, once established as their supplier, our orders demonstrate stability spanning several years.

Our
sales process is generally divided into two stages: product development and mass supply. In the initial product development stage, we
initiate contact with potential customers, gaining entry into the list of qualified suppliers through a series of reviews by them. After
securing projects through bidding or other methods, we will collaborate with automakers and their component suppliers to either enhance
existing seal products for mass-produced models or develop new models that align with the specified functions, performance criteria and
cost requirements.

Prior
to finalizing batch supply agreements, which refer to supply agreements where “batch” means a specific quantity of products
or materials, uniformly processed to maintain quality and identified by a unique number for efficient traceability and distribution,
customers conduct thorough evaluations of our factory area, production lines and management system to verify our capacity for mass supply
and ensure consistency in product quality. This stage is time-consuming, with the improved development of seals for mass-produced models
typically taking around six months. Simultaneous development of new models with auto OEMs and their accessory suppliers often extends
over a year or more. Based on considerations such as cost efficiency and product consistency, auto OEMs generally choose one or two major
suppliers for a given automotive seal product. Therefore, in the batch supply stage, we can generally obtain consistent and stable orders
based on the production and sales volume of the models incorporating our products. At this stage, our primary responsibilities include
providing high-quality products in a timely manner based on customer orders, offering after-sales service, engaging in regular or irregular
price negotiations and formalizing pricing contracts.

Our
sales are substantially dependent on one major customer and related party, Shanghai Xinsen Import & Export Co., Ltd for the year
ended December 31, 2022. Effective on October 1, 2022, Ms. Xingxiu Hua, the Company’s Chief Executive Officer, President, and Chairperson,
reduced her direct ownership in Shanghai Xinsen from 90% to 15%. Concurrently, Ms. Hua stepped down as the Legal Representative and General
Manager of Shanghai Xinsen pursuant to a board resolution of Shanghai Xinsen on the same date. This change in ownership was made and
certified by the local government on October 11, 2022.

Ms.
Hua’s decision to adjust her ownership interest in Shanghai Xinsen forms an integral component of the Group’s comprehensive strategic
restructuring initiative. This restructuring was undertaken to enhance operational efficiency, strengthen corporate governance, optimize
the Group’s business portfolio, and position the organization for sustainable long-term growth.

As
part of this strategic optimization, the Group completed the disposal of RLSP in November 2025. This decision was driven by compelling
business considerations: RLSP had accumulated significant outstanding liabilities and was subject to multiple ongoing legal proceedings,
which posed material risks to the Group’s financial health and operational stability. The disposal of RLSP represents a prudent measure
to eliminate these legacy burdens and mitigate potential future risks to the Group.

3

Following
the disposal of RLSP, the Group has reorganized its commercial operations through RLHK, a newly incorporated entity established on September
22, 2025. RLHK now serves as the primary platform for sales operations and customer-facing activities. This reorganization was designed
to achieve several strategic objectives:

Risk
Mitigation: Establishment of a clean operational platform free from legacy liabilities and legal encumbrances

Enhanced
Governance: Implementation of improved internal controls and compliance frameworks aligned with regulatory requirements

Operational
Efficiency: Streamlined business processes and strengthened management capabilities

Strategic
Positioning: Creation of a robust foundation to support the Group’s future business development and market expansion

Importantly,
these structural adjustments are internal reorganization measures that do not affect the Group’s underlying commercial relationships
or market position. The Group maintains well-established and mature business relationships with Shanghai Xinsen, built over many years
of successful cooperation. The Group expects its sales volume to Shanghai Xinsen to remain stable and continue at historical levels.

Furthermore,
the continuity of end-user demand remains robust. Two of Shanghai Xinsen’s key downstream customers—Shanghai Hongyang and Wuhu
Huichi—have consistently utilized the Group’s products over an extended period through their commercial arrangements with Shanghai
Xinsen. This established pattern of stable, long-term demand from end-users demonstrates the fundamental strength and resilience of the
Group’s market position, independent of internal corporate restructuring activities.

In
summary, the Group’s reorganization represents a proactive and strategically sound response to optimize its corporate structure, eliminate
legacy risks, and establish a stronger platform for future growth and value creation.

4

We
currently operate with two sales models, the direct supply model and indirect supply model:

Model
A (Direct Supply Model)

Following
successful on-site inspections by auto OEMs, our operating subsidiary secures listing in its directories as a first-tier supplier that
directly provides products to the OEM. For example, eGT is an auto OEM, and we serve as their first-tier supplier. eGT directly signs
purchase or supply agreements with our subsidiary. This positions our operating subsidiary to independently procure raw materials, manufacture
final products and directly deliver finished goods to the warehouses of the auto OEMs. Our operating subsidiary fulfills its performance
obligation upon the delivery of finished products to their warehouses, following a subsequent quality inspection approved by them. Simultaneously,
they may request product replacements for disqualified items. Ownership and control of our finished products transfer to customers upon
successful inspection and acceptance into an OEM’s warehouse. Revenue recognition occurs upon the transfer of control of our products
to a customer, with payments made directly by the OEM.

Model
B (Indirect Supply Model)

Our
operating subsidiary receives the purchase orders from our related parties-Shanghai Xinsen and Xinsen Sealing Products (Hangzhou) Co.,
Ltd (“Hangzhou Xinsen”) (collectively named as “Xinsen Group” for two companies together). The Company’s
Chief Executive Officer, President and Chairperson, Ms. Xingxiu Hua, previously held a 90% ownership interest in Shanghai Xinsen and
Shanghai Xinsen holds a 70% ownership interest in Hangzhou Xinsen. Effective October 1, 2022, Ms. Hua reduced her ownership of Shanghai
Xinsen from 90% to 15%, and accordingly reduced her indirect ownership of Hangzhou Xinsen from 63% to 10.5%. The Xinsen Group is a rubber
product trading expert with 20 years of experience in the auto parts market, who charges 1% of the total sales amount before VAT tax
as sales commission before September 30, 2022, and subsequently 0.25% effective from October 1, 2022 after the renegotiation between
RLSP and Xinsen Group. The sales commission incurred in each period is recorded as part of selling expense of the Company. The Xinsen
Group serves as a certified second-tier supplier for branded Automobile Manufacturers (“Auto Manufacturers”). A second-tier
supplier refers to a supplier that provides products to the first-tier suppliers of the OEM. First-tier suppliers could be suppliers
of car doors, rubber and plastic components and other automobile parts. Auto Manufacturers issue consolidated purchase orders for complete
sets of rubber and plastic auto parts for a particular model to their first-tier suppliers. These first-tier suppliers subcontract the
production of rubber and plastic seals to second-tier suppliers. As a second-tier supplier and a facilitator of production rather than
a direct manufacturer, Xinsen Group coordinates with us to fulfill orders. Upon receipt of purchase orders, our operating subsidiary
procures rubber materials from our vendors. The production process involves outsourcing to third-party manufacturers for either work-in-process
products (“WIP”) or finished products, based on management’s decisions in response to operational circumstances.

We
employ two distinct forms of outsourced processing under Model B.

1)
our operating subsidiary
purchases raw materials and subcontracts production from third-party manufacturers for WIP. Once WIP is finished and delivered to
the warehouse, our operating subsidiary oversights certain manual processes, such as welding and constructing in order to meet the
specification of the purchase orders. The completion of the final products is contingent upon a rigorous quality inspection conducted
by our operating subsidiary, ensuring they meet the highest standards.

2)
our operating subsidiary
purchases raw materials and subcontracts third party manufacturers to produce finished products. Our operating subsidiary
will trace and observe each step of production undertaken by third-party manufacturers, with a primary focus on the final quality
control step.

The
finished products are delivered to the warehouses of Xinsen Group’s upstream first-tier suppliers, either from our locations or
those of the third-party manufacturers. Quality inspection is carried out by assigned inspectors from Xinsen Group upon delivery. RLSP
fulfills its obligation when the finished products reach Xinsen Group’s customers and pass the qualified quality inspection.

5

In
the event of products that do not pass inspection, the Xinsen Group initiates a product replacement process. Upon confirmation of quality
and quantity, and acceptance of finished products into Xinsen Group’s customers’ warehouses, invoices are provided to us
as proof of delivery. The date of the invoices signifies the transfer of ownership and control of the finished products under model B
from us to Xinsen Group and indirectly to its upstream first-tier suppliers. We recognize at such time as Xinsen Group’s customers
accept delivery of products.

The
following diagram shows how sales are generated, how invoices and payments are processed and how our products are manufactured and distributed
to customers, through our direct and indirect supply models.

Our
Industry and Market Opportunity

We
are confident that the demand for our products is closely linked to the expansion of our customers’ end markets, which are poised
for growth. Insights from IHS Global Insight, a prominent economic and financial analysis firm, predict that starting from 2023, total
vehicle sales in emerging markets (covering regions like Asia, excluding Japan, South America and Eastern Europe) are projected to match
or surpass those in mature markets (encompassing North America, Western Europe and Japan). This forecast is underpinned by escalating
income levels that are fueling secular growth. This upward trajectory in emerging markets signifies a substantial growth prospect for
the global automotive industry, particularly for manufacturers and suppliers of components consisting of rubber materials utilized in
automobile production. We anticipate that the surge in our markets will be bolstered by the enhancement of living standards in emerging
markets, the internationalization of automotive platforms, advancements in fuel efficiency and the escalating demand for lightweight
materials and refined automotive interior materials. Furthermore, there’s an extensive growth in the requirement for quality rubber
materials within the automotive sector. We are in a prime position to leverage these evolving trends and foresee continued benefits from
the improving market dynamics within our industry. Over recent years, there has been a rationalization of higher-cost capacities across
many of our key product lines, accompanied by numerous consolidation activities within the rubber materials sector. We envisage that
our markets will persist in a long-term trend towards consolidation, presenting opportunities for our enterprise due to our scale and
extensive geographical presence. Moreover, market developments pertaining to certain raw materials we use significantly influence our
business operations.

6

Vendors

To
reduce the purchase cost and enhance the purchase power, our subsidiary, our operating subsidiary
purchases approximately 93% of the raw materials from Shanghai Haozong Rubber & Plastic Technology Co., Ltd. Mr. Jun Tong,
one of the Company’s directors, holds a 30% ownership of Shanghai Haozong. Our current business strategy leads to a significant
reliance on Shanghai Haozong for our supply needs.

Following
the disposition of RLSP, our Hong Kong operating subsidiary, RLHK, currently sources approximately 70% of its raw materials
from Yongliansen and approximately 30% from Shanghai Haozong. These sourcing proportions are subject to change
over time. In particular, purchases from Yongliansen have been steadily increasing and may potentially reach up to 100%, while purchases
from Shanghai Haozong may decline to approximately 0%.

As
a result, our business has become, and may continue to become, substantially dependent on Yongliansen as a primary supplier,
consistent with our current business strategy.

COVID-19

Even
after the COVID-19 pandemic has subsided, COVID-19 continues to cause operational disruptions to businesses due to factors such as sporadic
outbreaks, new variants and subvariants and varying responses by governments and public health authorities. Any future outbreak may impact
the overall availability and cost of materials and logistics, which may adversely affect our operations and financial results. If there
is another outbreak of COVID-19 or a similar public health threat, it could impact demand for our products, which in turn could adversely
affect our revenue and results of operations.

Geopolitical
Conditions

Our
operations could be disrupted by acts of war, terrorist activity or other similar events, including the Israel-Palestine war in October
2023 and the current or anticipated impact of military conflict and related sanctions imposed on Russia, Belarus and certain individuals
and entities connected to Russian or Belarusian political, business, and financial organizations by the United States and other countries
due to Russia’s invasion of Ukraine in February 2022. It is not possible to predict the broader consequences of the conflicts,
including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof
and with regard to the Russia-Ukraine war, any counter measures or retaliatory actions by Russia or Belarus in response, including, for
example, potential cyberattacks or the disruption of energy exports.

In
addition, geopolitical conditions can disrupt global supply chains, affecting both the procurement of essential raw materials and the
delivery of our products. Interruptions or delays in receiving necessary inputs could hinder our manufacturing. This may result in market
volatility, affecting the prices of raw materials and energy. Fluctuations in the cost of rubber and other necessary commodities used
in our manufacturing may impact our profit margins and overall financial stability. In addition, political instability may result in
trade restrictions or economic sanctions, potentially limiting our access to certain markets or sources of materials, impacting our sales
and supply chain.

Competition

According
to the statistics of the Automobile Industry Branch of the China Association of Automobile Manufacturers, the 33 major automobile rubber
sealing strip manufacturers that participated in the statistics in 2020, the scope of supporting cooperation covers almost all automobile
manufacturers in China and all automobile manufacturers including passenger cars and commercial vehicles. In 2020, the rubber sealing
strip industry achieved revenues of about 15.53 billion Chinese RMB, of which main business candidates of the industry accounted for
about 95% of the market share.

There
is significant competition for the rubber sealing strip industry in the PRC. Despite the competitive nature of the market with approximately
200 key players globally holding a significant market share, our Company stands out due to our unique strengths and capabilities. We
hold a competitive edge in two significant areas:

Product
Versatility: We have the unique capability to manufacture both rubber and plastic sealing components. In China, this versatility is matched
only by Cooper Standard. This dual-material production capability allows us to meet a wide range of client requirements and sets us apart
in a market where most competitors specialize in only one type of material.

7

Comprehensive
Production Line Advantage: Our production lines are designed for the comprehensive assembly of all rubber and plastic sealing components
required for vehicles. While the majority of companies in the sector can only cater to a portion of the sealing components, we specialize
in fulfilling complete vehicle sealing component orders. This holistic approach not only ensures efficiency and consistency in quality
but also positions us as a one-stop solution for our clients’ sealing needs.

As
a small, early-stage company, navigating a market with established and emerging competitors poses its challenges. However, our specialized
products and strategic marketing, coupled with our unique strengths in product versatility and comprehensive production capabilities,
position us favorably. Despite the dynamic nature of this mature and evolving marketplace, we believe these distinctive advantages fortify
our competitive stance, though we continue to recognize the need for agility and innovation to maintain and enhance our market position.

Many
of our competitors are larger than we are and can devote more resources than we can do to the manufacture, distribution and sale of the
rubber sealing strip. In order to successfully compete in our industry, we will need to:

●
Expand our customers basis
and strive for additional orders;

●
Raise funds to support
our operations and expand our capacities;

●
Recruit talent to explore
high technology (e.g., advanced technology in our industry, including, among other things, environmental friendly raw materials,
etc.); and

●
That we provide outstanding
product quality, customer service and rigid integrity in our business dealings.

However,
there can be no assurance that even if we do these things we will be able to compete effectively with the other companies in our industry.
We believe that we have the required management expertise in the rubber sealing strip industry with good development potential and affordable
price.

Government
Regulations

Our
current wholly owned subsidiary, RLHK, is incorporated and operating in Hong Kong. RLHK has obtained the requisite permissions from Hong
Kong authorities to operate its current business in Hong Kong

Corporate
History and Structure

Rubber
Leaf Inc was incorporated under the laws of the State of Nevada on May 18, 2021. On May 27, 2021, the Company entered into the Share
Exchange Agreement with Xingxiu Hua, the Chief Executive Officer, President and Chairperson of the Company, pursuant to which the Company
issued 40,000,000 shares of common stock to Ms. Hua in consideration of Ms. Hua’s efforts to procure Rubber Leaf LLC to transfer
any and all equity interests in RLSP to the Company. We acquired Rubber Leaf Sealing Products (Zhejiang) Co., Ltd. on July 1, 2021, through
an equity transfer between Rubber Leaf LLC and Rubber Leaf Inc. After the acquisition, RLSP became our 100% directly controlled subsidiary
and wholly foreign-owned enterprise in China. All of our business was conducted through RLSP until its disposition on November 20, 2025.
RLSP was established in Fenghua, Ningo, China and commenced operations in July 2019. RLSP was the wholly owned subsidiary of Rubber Leaf
LLC, a Delaware company organized on June 1, 2018, and Xingxiu Hua, our Chief Executive Officer, President and Chairperson of the Board,
was the sole member of Rubber Leaf LLC. RLSP specialized in the production and sales of automotive rubber and plastic sealing strips.

8

RLSP
completed disposition through a Share Purchase Agreement dated November 20, 2025(“Agreement”) with Shanghai
Yongliansen Import and Export Trading Co., Ltd. (“Yongliansen”), of which our Chief Executive Officer, Ms. Xingxiu Hua,
holds 30% of the outstanding equity. Pursuant to the Agreement, we sold all of our then equity interests in the Former PRC
Subsidiary, RLSP to Yongliansen for cash consideration of US$3,000,000, payable in three installments. RLSP has filed the sale and
change of sole shareholder with the State Administration for Market Regulation of the PRC (the “SAMR”) with the official
registration date being October 28, 2025.

Prior
to the disposition of RLSP, we established a wholly owned subsidiary in Hong Kong, Rubber Leaf Limited on September 22, 2025, and substantially
transferred all principal orders, customer contracts and supply arrangements formerly associated with RLSP to RLHK. RLHK is now the Company’s
primary operating entity and continues to conduct business specializing in sales of automotive rubber and plastic sealing strips. We
are a well-known auto parts enterprise, and we are also the first-tier supplier of well-known auto brands such as eGT and Volkswagen.

Our
principal business address is Room 2109, 21/F C C WU BLDG 302-308 HENNESSY, ROAD, WANCHAI, HONG KONG.

The
following diagram illustrates our corporate structure as of February 6, 2026

Transfer
of Cash Through our Group

Our
equity structure is a direct holding structure, that is, Rubber Leaf Inc, directly controls . Rubber Leaf Limited, a company established
in Hong Kong.

After
foreign investors’ funds are remitted to RLI at the close of this offering, the funds can be directly transferred to RLHK.

9

Until
date of the disposition, no cash and other asset transfers have occurred from RLSP to RLI, no dividends or distributions have been made
from RLSP to RLI, and RLI has not paid any dividends to investors. As of the date of this Annual Report on Form 10-K, no cash and other
asset transfers have occurred from RLHK to RLI, no dividends or distributions have been made from RLHK to RLI, and RLI has not paid any
dividends to investors. For the foreseeable future, the Company intends to use any earnings for research and development and to expand
its production capacity. As a result, we do not expect to pay any cash dividends.

If
RLI intends to distribute dividends, RLI will transfer the dividends from RLHK to RLI in accordance with the laws and regulations of
Hong Kong, and then the dividends will be distributed from RLI to all shareholders respectively in proportion to the shares they hold,
regardless of whether the shareholders are U.S. investors or investors in other countries or regions.

As
of December 31, 2025 and December 31, 2024, our Chief Executive Officer, President and Chairperson of the Board, Ms. Xingxiu Hua and
CFO Wanghua, provided loans to the Company and RLHK in the total amount of $ 3,171,929.00 and $ 3,023,625.00 for its daily operation,
respectively.

Until
date of the disposition, no cash and other asset transfers have occurred from RLSP to RLI, no dividends or distributions have been made
from RLSP to RLI, and RLI has not paid any dividends to investors. As of the date of this Annual Report on Form 10-K, no cash and other asset transfers
have occurred from RLHK to RLI, no dividends or distributions have been made from RLHK to RLI, and RLI has not paid any dividends to
investors. For the foreseeable future, the Company intends to use any earnings for research and development and to expand its production
capacity. As a result, we do not expect to pay any cash dividends.

Our
Hong Kong subsidiary’s ability to distribute dividends in the future will be based upon its distributable earnings. Under the current
practice of the Inland Revenue Department of Hong Kong, dividends paid by RLHK are generally not subject to Hong Kong profits tax. The
Mainland China laws and regulations do not currently have any material impact on transfers of cash from RLHK to RLI or from RLI to RLHK.
Cash transfers among RLI, RLHK and investors will be conducted in accordance with applicable Hong Kong laws and regulations

In
addition, if RLHK incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends.
As of the date of this Annual Report on Form 10-K, other than the transfer of cash in the amount of $ 130,000 from RLI to RLSP as capital contribution
for its daily operation in May 2024, and $125,000 and $2,055,415 from RLI to RLSP as capital contribution for its daily operation during
the year ended December 31, 2023 and 2022, respectively, there were no material cash flows between RLI and RLSP and for the past two
fiscal years, RLSP has not declared any dividends or made other distributions to the Company nor has the Company paid dividends or made
other distributions to its shareholders. We intend to retain most of our available funds and any future earnings after this offering
and cash proceeds from financing activities, including this offering, to fund the development and growth of our business. As a result,
we do not expect to pay cash dividends in the near future.

10

Human
Capital Resources

As
of February 6, 2026, we have a total of 10 full time employee.

Our
human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing
and new employees, advisors and consultants. The principal purposes of our equity and cash incentive plans are to attract, retain and
reward personnel through the granting of stock-based and cash-based compensation awards, in order to increase stockholder value and the
success of our Company by motivating such individuals to perform to the best of their abilities and achieve our objectives.

Patents
and Trademarks

The
Company currently does not own any patents or trademarks.

Reports
to Security Holders

The
Company’s documents filed with the Securities and Exchange Commission (“SEC”) may be inspected at the SEC’s principal
office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section
of the SEC, 100 F Street N.E., Washington, D.C. 20549. Call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. The SEC also maintains a web site at www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the SEC. All of the Company’s filings may be located under the CIK number 0001893657.