8-K

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

February 2, 2024

Date of Report (Date of earliest event reported)

Cheetah Net Supply Chain Service Inc.

(Exact Name of Registrant as Specified in its Charter)

North Carolina	001-41761	81-3509120
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6201 Fairview Road, Suite 225 Charlotte, North Carolina	28210
(Address of Principal Executive Offices)	(Zip Code)

(704) 972-0209

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	CTNT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously disclosed, on January 24, 2024, Cheetah Net Supply Chain Service Inc., a North Carolina corporation (the “Corporation”), entered into a stock purchase agreement (the “Agreement”) with Edward Transit Express Group Inc., a California corporation (“Edward”), and Juguang Zhang, Edward’s sole stockholder (the “Seller”). Pursuant to the Agreement, the Corporation agreed to acquire 100% of the equity interests in Edward from the Seller (the “Acquisition”). On January 29, 2024, the parties entered into an amendment (the “Amendment”) to the Agreement. 

On February 2, 2024, the Corporation closed the Acquisition for a total purchase price that included a cash payment of $300,000 and the issuance of the Corporation’s unregistered Class A common stock, valued at $1,200,000.

The foregoing description is qualified in its entirety by reference to the full text of the Agreement and the Amendement, which have been filed as Exhibits 10.1 and 10.2 to the Corporation’s Current Report on Form 8-K dated January 30, 2024 and are incorporated in this Report by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

Item 8.01 Other Events.

On February 7, 2024, the Corporation issued a press release to announce the closing of the Acquisition. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit
10.1	Stock Purchase Agreement dated January 24, 2024 by and among the Corporation, Edward, and the Seller (incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K (File No. 001-41761), filed on January 30, 2024)
10.2	Amendment No.1 to Stock Purchase Agreement dated January 29, 2024 by and among the Coporation, Edward, and the Seller (incorporated by reference to Exhibit 10.2 of the Corporation’s Form 8-K (File No. 001-41761), filed on January 30, 2024)
99.1	Press Release dated February 7, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 7, 2024

Cheetah Net Supply Chain Service Inc.
By:	/s/ Huan Liu
	Huan Liu
	Chief Executive Officer, Director, and Chairman of the Board of Directors

EX-99.1

Exhibit 99.1

Cheetah Net Supply Chain Service Inc. Completes Edward Acquisition

CHARLOTTE, February 7, 2024 (GLOBE NEWSWIRE) – Cheetah Net Supply Chain Service Inc. (“Cheetah” or the “Company”) (Nasdaq CM: CTNT) today announced the successful completion of its acquisition of Edward Transit Express Group Inc. (the “Acquisition”), a California-based global inbound non-vessel operating common carrier providing ocean and air transportation services (“Edward”). The Acquisition marks a pivotal achievement in Cheetah’s strategic expansion plans.

Tony Liu, Chairman and CEO, commented, “[t]he Acquisition positions us as a more visible competitor in our industry. This strategic move aligns seamlessly with our broader goals, strengthens our logistical capabilities, and enables us to provide end-to-end supply chain solutions. We are committed to leveraging the Acquisition by reducing transaction costs, creating new revenue streams, and becoming a one-stop-shop for traders within the global supply chain sector.”

Total consideration for the Acquisition was $1.5 million. The Company paid Edward’s sole shareholder $300,000 in cash and issued 1,272,329 shares of the Company’s unregistered Class A common stock having a market value of $1.2 million. Edward will operate as a wholly-owned subsidiary of Cheetah and Franky Zhang, the current general manager of Edward, will become a Cheetah employee and assume the position of chief executive officer of Edward.

In 2023, Cheetah extensively used Edward’s services, contributing approximately $0.25 million to its revenue. In 2022, Edward reported a total revenue of $0.48 million. Cheetah estimates that Edward’s revenue for 2023 ranged between $0.5 million and $0.53 million. With the Acquisition, the Company expects to significantly reduce its operating costs and to generate warehousing and logistics service revenues from current Edward customers as well as from new customer relationships that are developed by Cheetah.

About Cheetah Net Supply Chain Service Inc.

Cheetah Net is a supplier of parallel-import vehicles sourced in the U.S. to be sold in the PRC market. In the PRC, parallel-import vehicles refer to those purchased by dealers directly from overseas markets and imported for sale through channels other than brand manufacturers’ official distribution systems. The Company purchases automobiles, primarily luxury brands such as Mercedes, BMW, Porsche, Lexus, and Bentley, from the U.S. market and resells them to the Company’s customers, including both U.S. and PRC parallel-import car dealers. The Company derives profits primarily from the price difference between the Company’s buying and selling prices for parallel-import vehicles.

Forward-Looking Statements

This press release contains certain forward-looking statements, including statements that are predictive in nature. Forward-looking statements are based on the Company’s current expectations and assumptions. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. These statements may be identified by the use of forward-looking expressions, including, but not limited to, “anticipate,” “believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the Company’s filings with the U.S. Securities and Exchange Commission, including its registration statement on Form S-1, as amended, under the caption “Risk Factors.”

For more information, please contact:

Cheetah Net Supply Chain Service Inc.

Investor Relations

(704) 826-7280

ir@cheetah-net.com

XML

Cover	Feb. 02, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 02, 2024
Entity File Number	001-41761
Entity Registrant Name	Cheetah Net Supply Chain Service Inc.
Entity Central Index Key	0001951667
Entity Tax Identification Number	81-3509120
Entity Incorporation, State or Country Code	NC
Entity Address, Address Line One	6201 Fairview Road, Suite 225
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28210
City Area Code	704
Local Phone Number	972-0209
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	CTNT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false