Cheetah Net Q3 continuing-operations loss widens to $2.55M
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Cheetah Net Supply Chain Service Inc. (CTNT) reported third-quarter continuing-operations revenue of $3,557,805, compared with $361,935 a year earlier, with the increase primarily driven by its May 27, 2026 acquisition of Super International. Third-quarter net loss from continuing operations was $2,547,995, versus $1,314,650. For the nine months, revenue was $4,519,414 versus $1,195,860, while net loss was $3,093,215 versus $2,581,087.
Cash used in continuing operating activities was $2,543,247 for the nine months, compared with $1,806,721 in 2025. Cash and cash equivalents were $14,464,614 as of September 30, 2026. A $41,762,995 receivable, equivalent to RMB 280,000,000, is due from Shanghai Kesheng by December 30, 2026; if unpaid, overdue interest at 5% per annum begins December 31. CTNT acquired JoyPak on October 7, after quarter-end. Management concluded no conditions or events raised substantial doubt about the company’s ability to continue as a going concern for at least one year from issuance.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointNine-month revenue increased to $4,519,414 from $1,195,860.
Negative
- Major pointNine-month net loss widened to $3,093,215 from $2,581,087.
- Moderate pointContinuing-operations cash use rose to $2,543,247 from $1,806,721.
Filing Explained
Completed share sales have increased the share count, reducing existing holders’ percentage ownership.
This 10-Q records 1,115 shares issued in a private placement and at-the-market issuances of 18,500 shares in the second quarter and 1,312,334 in the third; those completed issuances increase total shares and reduce existing holders’ percentage ownership, absent offsetting changes. As of
For the nine months ended September 30, 2026, the company reported
The third-quarter continuing-operations loss included
At September 30, the company also reported
Key Figures
Key Terms
CECL financial
contingent consideration asset financial
going concern financial
valuation allowance financial
EXW terms technical
limited partner financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue and net loss did CTNT report for Q3 2026?
What happens if CTNT’s Shanghai Kesheng receivable is not repaid on time?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of | | (I.R.S. Employer |
(Address of principal executive offices) (Zip Code)
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(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each Class | | Trading Symbol(s) | | Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☐ | | Accelerated filer | ☐ |
☒ | | Smaller reporting company | ||
| | | Emerging growth company |
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 13, 2026, there were
Cheetah Net Supply Chain Service Inc.
Form 10-Q
For the Quarterly Period Ended September 30, 2026
Contents
Part I | | Financial Information | | 2 |
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Item 1 | | Financial Statements | | 2 |
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| | Condensed Consolidated Balance Sheets as of September 30, 2026 (Unaudited) and December 31, 2025 | | 2 |
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| | Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited) | | 3 |
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| | Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited) | | 4 |
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| | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 (Unaudited) | | 5 |
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| | Notes to Unaudited Condensed Consolidated Financial Statements | | 6 |
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Item 2 | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 42 |
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Item 3 | | Quantitative and Qualitative Disclosures about Market Risk | | 57 |
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Item 4 | | Controls and Procedures | | 57 |
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Part II | | Other Information | | 58 |
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Item 1 | | Legal Proceedings | | 58 |
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Item 1A | | Risk Factors | | 58 |
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Item 2 | | Unregistered Sales of Equity Securities and Use of Proceeds | | 60 |
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Item 3 | | Defaults Upon Senior Securities | | 60 |
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Item 4 | | Mine Safety Disclosures | | 60 |
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Item 5 | | Other Information | | 60 |
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Item 6 | | Exhibits | | 61 |
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Signatures | | 64 | ||
i
CHEETAH NET SUPPLY CHAIN SERVICE INC.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CHEETAH NET SUPPLY CHAIN SERVICE INC.
(UNAUDITED) CONSOLIDATED BALANCE SHEETS
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| | September 30, | | December 31, | ||
| | 2026 | | 2025* | ||
| | (UNAUDITED) | | (AUDITED) | ||
ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents | | $ | | | $ | |
Accounts receivable, net | |
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Loan receivable | | | | | | |
Other receivables, net | |
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Prepaid expenses and other current assets | |
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Receivable from withdrawal of investment deposit | | | | | | — |
TOTAL CURRENT ASSETS | | | | | | |
NONCURRENT ASSETS: | | | | | | |
Property, plant, and equipment, net | | | | | | |
Operating lease right-of-use assets | |
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Intangibles, net | | | | | | |
Goodwill | | | | | | |
TOTAL NONCURRENT ASSETS | | | | | | |
TOTAL ASSETS | | $ | | | $ | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | |
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CURRENT LIABILITIES: | |
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Accounts payable | | $ | | | $ | |
Current portion of long-term debt | |
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Loans payable from premium finance | |
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Due to a related party | | | | | | |
Operating lease liabilities, current | |
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Accrued liabilities and other current liabilities | | | | | | |
TOTAL CURRENT LIABILITIES | |
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NONCURRENT LIABILITIES: | | | | | | |
Long-term debt, net of current portion | |
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Operating lease liabilities, net of current portion | |
| — | | | |
TOTAL NONCURRENT LIABILITIES | | | | | | |
TOTAL LIABILITIES | | $ | | | $ | |
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COMMITMENTS AND CONTINGENCIES | |
| — | |
| — |
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STOCKHOLDERS’ EQUITY | |
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Common stock, $ | |
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Class A common stock, $ | |
| | | | — |
Class B common stock, $ | | | — | | | — |
Additional paid-in capital | |
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Accumulated deficit | | | ( | | | ( |
TOTAL STOCKHOLDERS’ EQUITY | |
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| | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | | | $ | |
*
The accompanying notes are an integral part of these consolidated financial statements.
2
CHEETAH NET SUPPLY CHAIN SERVICE INC.
(UNAUDITED) CONSOLIDATED STATEMENTS OF OPERATIONS
| | | | | | | | | | | | |
| | For the Three Months Ended September 30, | | For the Nine Months Ended September 30, | ||||||||
| | 2026 | | 2025* | | 2026 | | 2025* | ||||
| | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | ||||
REVENUE | | $ | | | $ | | | $ | | | $ | |
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COST OF REVENUE | |
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GROSS PROFIT | |
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OPERATING EXPENSES | |
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General and administrative expenses | |
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Impairment loss expenses | | | — | | | | | | — | | | |
Share-based compensation expenses | | | | | | | | | | | | |
TOTAL OPERATING EXPENSES | |
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LOSS FROM OPERATIONS | |
| ( | | | ( | |
| ( | |
| ( |
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OTHER INCOME (EXPENSES) | |
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Interest income | | | | | | | |
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Interest expenses | | | ( | | | ( | |
| ( | |
| ( |
Loss on disposal of Edward | | | — | | | — | | | ( | | | — |
Other income | | | | | | | | | | | | |
Other expenses | | | — | | | | | | — | | | ( |
Other expense change in fair value of acquisition-related contingent consideration asset | | | ( | | | — | | | ( | | | — |
OTHER INCOME, NET | | | ( | | | | | | ( | | | |
| | | | | | | | | | | | |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | |
| ( | | | ( | |
| ( | |
| ( |
| | | | | | | | | | | | |
Income tax | |
| — | | | — | |
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INCOME (LOSS) FROM CONTINUING OPERATIONS | | | ( | | | ( | | | ( | | | ( |
| | | | | | | | | | | | |
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX | | | — | | | — | | | — | | | — |
| | | | | | | | | | | | |
NET INCOME (LOSS) | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
Earnings (loss) from continuing operations per ordinary share - basic and diluted | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Earnings (loss) from discontinued operations per ordinary share - basic and diluted | | $ | | | $ | | | $ | | | $ | |
Earnings (loss) per share - basic and diluted | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Weighted average shares - basic and diluted | |
| | | | | |
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*
The accompanying notes are an integral part of these consolidated financial statements.
3
CHEETAH NET SUPPLY CHAIN SERVICE INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
| | Common Stock* | | | | | | | | | | | | | ||||||||
| | Class A | | | | | Class B | | | | | Additional | | | | | | | Total | |||
| | Common | | | | | Common | | | | | paid-in | | Subscription | | Accumulated | | Stockholders’ | ||||
| | stock | | Amount | | stock | | Amount | | capital | | Receivable | | Deficit | | Equity | ||||||
Balance, December 31, 2025* |
| | | $ | — |
| | | $ | — | | $ | | | $ | — | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | | | | |
Share-based compensation expenses | | — | | | — | | — | | | — | | | | | | — | | | — | | | |
Issuance of common stock in private placement, net of offering costs | | | | | — | | — | | | — | | | | | | — | | | — | | | |
Net loss from continuing operations for the period | | — | | | — | | — | | | — | | | — | | | — | | | ( | | | ( |
Balance, March 31, 2026 | | | | $ | — | | | | $ | — | | $ | | | $ | — | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | | | | |
Share-based compensation expenses | | — | | | — | | — | | | — | | | | | | — | | | — | | | |
Issuance of common stock under ATM offering | | | | | | | — | | | — | | | | | | — | | | — | | | |
Issuance of Class B common stock pursuant to stock subscription | | — | | | — | | | | | — | | | | | | — | | | — | | | |
Net income from continuing operations for the period | | — | | | — | | — | | | — | | | — | | | — | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Balance, June 30, 2026 | | | | $ | | | | | $ | — | | $ | | | $ | — | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | | | | |
Share-based compensation expenses | | — | | | — | | — | | | — | | | | | | — | | | — | | | |
Issuance of common stock under ATM offering | | | | | | | — | | | — | | | | | | — | | | — | | | |
Fraction shares issued due to reverse stock split | | | | | — | | — | | | — | | | — | | | — | | | — | | | — |
Net loss from continuing operations for the period | | — | | | — | | — | | | — | | | — | | | — | | | ( | | | ( |
| | | | | | | | | | | | | | | | | | | | | | |
Balance, September 30, 2026 |
| | | $ | | | | | $ | — | | $ | | | $ | — | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock* | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | | | | | | | | | |
| | Class A | | | | | Class B | | | | | Additional | | | | | Retained Earnings | | Total | |||
| | Common | | | | | Common | | | | | paid-in | | Subscription | | (Accumulated | | Stockholders’ | ||||
| | stock | | Amount | | stock | | Amount | | capital | | Receivable | | Deficit) | | Equity | ||||||
Balance, December 31, 2024* |
| | | $ | — | | | | $ | — | | $ | | | $ | — | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | | | | |
Share-based compensation expenses | | — | | | — | | — | | | — | | | | | | — | | | — | | | |
Net loss from continuing operations for the period |
| — | |
| — |
| — | |
| — | |
| — |
| | — | | | ( | | | ( |
| | | | | | | | | | | | | | | | | | | | | | |
Balance, March 31, 2025* | | | | $ | — | | | | $ | — | | $ | | | $ | — | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | | | | |
Share-based compensation expenses | | — | | | — | | — | | | — | | | | | | — | | | — | | | |
Net loss from continuing operations for the period | | — | | | — | | — | | | — | | | — | | | — | | | ( | | | ( |
| | | | | | | | | | | | | | | | | | | | | | |
Balance, June 30, 2025* | | | | $ | — | | | | $ | — | | $ | | | $ | — | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | | | | |
Share-based compensation expenses | | — | | | — | | — | | | — | | | ( | | | — | | | — | | | ( |
Issuance of common stock in connection of share-based award | | | | | — | | — | | | — | | | | | | — | | | — | | | |
Shares issued upon exercised share-based award for employees | | | | | — | | — | | | — | | | — | | | — | | | — | | | — |
Net loss from continuing operations for the period | | — | | | — | | — | | | — | | | — | | | — | | | ( | | | ( |
| | | | | | | | | | | | | | | | | | | | | | |
Balance, September 30, 2025* |
| | | $ | — | | | | $ | — | | $ | | | $ | — | | $ | ( | | $ | |
* Retrospectively restated for effect of the Company’s amended and restated articles of incorporation and bylaws and share reverse stock splits on April 20, 2026 (1-for-200) and September 21, 2026 (1-for-150). See also Note 16.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
CHEETAH NET SUPPLY CHAIN SERVICE INC.
(UNAUDITED) CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | |
| | For the Nine Months Ended | ||||
| | September 30, | ||||
| | 2026 | | 2025 | ||
| | (Unaudited) | | (Unaudited) | ||
Cash flows from operating activities: |
| | |
| | |
Net Loss | | $ | ( | | $ | ( |
Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | | |
Depreciation | | | | | | |
Impairment loss expenses on goodwill and intangible assets | | | — | | | |
Loss on disposal of Edward | | | | | | — |
Amortization of operating lease right-of-use assets | | | | | | |
Amortization of intangible assets | | | | | | |
Share-based compensation expenses | | | | | | |
Accrued interest income from loans receivable | | | ( | | | — |
Change in fair value of acquisition-related contingent consideration asset | | | | | | — |
Unrealized foreign exchange gain on receivable from withdrawal of investment deposit | | | ( | | | — |
Foreign exchange loss on cash balances | | | | | | ( |
Changes in operating assets and liabilities: | |
| | | | |
Accounts receivable | |
| | | | |
Other receivables | |
| | | | ( |
Due to a related party | | | | | | — |
Prepaid expenses and other current assets | |
| ( | | | |
Accounts payable | |
| ( | | | — |
Other payables and other current liabilities | |
| ( | | | |
Operating lease liabilities | |
| ( | | | ( |
Cash used in operating activities-continuing operations | | | ( | | | ( |
Cash provided by operating activities-discontinued operations | | | | | | |
Net cash (used in) provided by operating activities | |
| ( | | | |
| | | | | | |
Cash flows from investing activities: | | | | | | |
Acquisition of business, net of cash acquired | | | ( | | | — |
Prepayments for acquisition of business | | | ( | | | — |
Cash used in disposal of Edward | | | ( | | | — |
Investment | | | ( | | | — |
Loans made to third parties | | | ( | | | ( |
Loans repayment received from third parties | | | | | | |
Cash used in investing activities-continuing operations | | | ( | | | ( |
Net cash used in investing activities | | | ( | | | ( |
| | | | | | |
Cash flows from financing activities: | |
| | |
| |
Proceeds from PIPE | | | | | | — |
Proceeds from issuance of common stock under ATM offering | | | | | | — |
Issuance of Class B common stock pursuant to stock subscription | | | | | | — |
Proceeds from Premium Finance | | | | | | |
Repayments of Premium Finance | | | ( | | | ( |
Repayments of long-term borrowings | | | ( | | | ( |
Cash (used in) provided by financing activities-continuing operations | |
| | |
| ( |
Net cash (used in) provided by financing activities | |
| | | | ( |
| | | | | | |
Effect of exchange rate fluctuation on cash | | | ( | | | |
| | | | | | |
Net (decrease) increase in cash | |
| | | | ( |
Cash, beginning of the period | |
| | | | |
Cash, end of the period | | | | | | |
Less cash and cash equivalents of discontinued operations | | | — | | | — |
Cash of continuing operations | | $ | | | $ | |
| | | | | | |
Supplemental cash flow information period | |
| | |
| |
Cash paid for income taxes | | $ | | | $ | |
Cash paid for interests | | $ | | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
CHEETAH NET SUPPLY CHAIN SERVICE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION
Cheetah Net Supply Chain Service Inc. (“Cheetah Net” or the “Company”), formerly known as Yuan Qiu Business Group LLC, was established under the laws of the State of North Carolina on August 9, 2016 as a limited liability company (“LLC”). On March 1, 2022, the Company filed articles of incorporation including articles of conversion with the Secretary of State of the State of North Carolina to convert from an LLC to a corporation, and changed its name to Cheetah Net Supply Chain Service Inc. On February 2, 2026, the Company converted from a corporation organized under the laws of the State of North Carolina into a corporation organized under the laws of the State of Delaware pursuant to a plan of conversion approved by the Company’s stockholders. The conversion constituted a continuation of the Company’s existence and did not result in any change to the Company’s business, assets, liabilities or outstanding shares of common stock. As of September 30, 2026, the Company held
| ● | (i) Allen-Boy International LLC (“Allen-Boy”), an LLC organized on August 31, 2016 under the laws of the State of Delaware, which was acquired by Cheetah Net from Yingchang Yuan, the previous owner of Allen-Boy who beneficially owns |
| ● | (ii) Entour Solutions LLC (“Entour”), an LLC organized on April 8, 2021 under the laws of the State of New York, which was acquired by Cheetah Net from Daihan Ding, the previous owner of Entour, for a total consideration of $ |
| ● | (iii) TW & EW Services Inc. (“TWEW”), a corporation incorporated on February 27, 2020 under the laws of the State of California, whose previous shareholders and owners transferred all their rights, titles, and interests in and to all of the issued and outstanding equity interests of TWEW to Cheetah Net for a total consideration of $ |
| ● | (iv) NexTrade International LLC (“NexTrade”), a limited liability company organized on September 13, 2024 under the laws of the State of Delaware. NexTrade holds |
| ● | (v) Cheetah Net Supply Chain Service Ltd (“Cheetah BVI”), a corporation incorporated on March 28, 2025 under the laws of the British Virgin Islands. As of the date of this report, Cheetah BVI is not engaged in any business operations. |
| ● | (vi) Super International Trading Limited (“Super International”), a private limited company incorporated under the laws of Hong Kong, which was acquired by Cheetah Net from Mr. Leyan Yang, the sole shareholder of Super International, for a total consideration of $ |
On October 7, 2026, the Company completed its acquisition of JoyPak Supply LLC (“JoyPak”), a Nevada limited liability company primarily engaged in the sale of consumer, beauty, personal care and other everyday-use products. As a result of the closing, JoyPak became a wholly owned subsidiary of the Company. See Note 18 — Subsequent Events for additional information.
6
On September 30, 2024, the Company’s stockholders approved its fourth amended and restated articles of incorporation, which authorizes a reverse stock split of the issued shares of its Common Stock, par value $
On March 23, 2026, the Company’s board of directors approved a reverse stock split of the Company’s Common Stock at a ratio of 1-for-200 (the “April 2026 Reverse Stock Split”). To implement the reverse stock split, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware on March 24, 2026. The reverse stock split became effective at 8:00 a.m., Eastern Time, on April 20, 2026. Following such reverse stock split, every 200 shares of the Company’s Common Stock outstanding were automatically combined into one new share of common stock.
On August 11, 2026, the Company’s board of directors approved a reverse stock split of the Company’s Class A and Class B Common Stock at a ratio of 1-for-150 (the “September 2026 Reverse Stock Split”). To implement the reverse stock split, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware on September 15, 2026. The reverse stock split became effective at 8:00 a.m., Eastern Time, on September 21, 2026. Following such reverse stock split, every 150 shares of the Company’s Class A and Class B Common Stock outstanding were automatically combined into one new share of common stock.
All share information included in this report has been retrospectively adjusted to reflect the aforementioned reverse stock splits as if it had occurred as of the earliest period presented.
Discontinued operations - Parallel-import Vehicles
The Company previously engaged in the business of sourcing and reselling parallel-import vehicles, primarily from the U.S. market to dealers in the U.S. and the PRC. Parallel-import vehicles in the PRC refer to automobiles purchased directly from overseas markets and imported for sale outside of the brand manufacturers’ official distribution networks. In the past, this business contributed significantly to the Company’s revenue. Between 2016 and the first half of 2022, the Company experienced growth in sales volume and gross profit due to favorable market conditions. However, beginning in the second half of 2022, the business was negatively affected by the impact of the COVID-19 pandemic and related lockdowns in the PRC, a decline in customer demand due to weakening macroeconomic conditions, price competition from luxury automakers in the PRC, and a shift in consumer preference toward domestic electric vehicles (“EVs”).
These market challenges led to a decline in parallel-import vehicle sales by
7
As the parallel-import vehicle market conditions continued to deteriorate and sales activity in this segment ceased, management determined that the business no longer had a sustainable path forward. On March 3, 2025, the board of directors formally approved the discontinuation of the parallel-import vehicle business. In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, the Company determined that the parallel-import vehicle segment met the conditions for reporting as a discontinued operation. As a result, all financial results associated with this business have been reclassified as discontinued operations in the accompanying consolidated financial statements for all periods presented. For additional financial details regarding discontinued operations, refer to Note 6-Discontinued Operations.
Logistics and Warehousing Services
Prior to its disposition, Edward Transit Express Group, Inc. (“Edward”) operated as a licensed Non-Vessel Operating Common Carrier. It managed freight forwarding, including shipment consolidation and carrier selection, and provided warehousing services encompassing fulfillment, storage, and inventory management. On April 1, 2026, the Company completed the disposition of Edward pursuant to a Stock Purchase Agreement dated March 25, 2026.
The Company’s subsidiary, TWEW, specializes in general labor support services and logistics coordination, providing workforce solutions and operational efficiency tools tailored to the logistics and labor sectors. TWEW’s expertise in labor management and logistical support enables the Company to streamline operations, expand its service offerings, and enhance its market position. Management continues to focus on improving operational efficiencies and expanding its market presence in the logistics and warehousing sectors.
International Trading
The Company’s subsidiary, Super International, is primarily engaged in the procurement and sale of excavators and other construction machinery, as well as industrial construction-related supplies and ancillary products. Super International purchases equipment from suppliers and resells the equipment to export-oriented trading customers based on customer demand. The addition of this business expands the Company’s service offerings and complements its existing logistics and warehousing operations by creating potential opportunities for integrated equipment trading, transportation, and warehousing services.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the U.S. (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The accompanying consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. The consolidated financial statements are presented in United States Dollars (“USD”), which is the Company’s reporting currency. The Company’s functional currency is USD. Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are remeasured at the exchange rates in effect at each balance sheet date, with resulting foreign exchange gains and losses recognized in the consolidated statements of operations.
Use of estimates
In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, allowance credit losses of accounts receivables and loan receivables from third parties, the revenue recognition, impairment of long-lived assets, and the realization of deferred tax assets. Actual results could differ from those estimates.
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Going Concern Consideration
The Company’s consolidated financial statements are prepared assuming that the Company will continue as a going concern.
The Company reported a net loss of approximately $
As of September 30, 2026, the Company had cash and cash equivalents of approximately $
Management has evaluated the Company’s ability to continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements – Going Concern. This evaluation considered the Company’s current financial condition, expected cash flows, obligations due within the next 12 months, and available sources of liquidity.
While management understands that the ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations, management has concluded that there are no conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance date of these consolidated financial statements. Accordingly, the Company’s consolidated financial statements as of September 30, 2026 have been prepared on a going concern basis.
Risks and uncertainties
The Company is undergoing a transformation of its business model. As a company located in the U.S. and doing business with the PRC and other international markets, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the U.S., the PRC, and other jurisdictions in which it operates, as well as by the general state of the relevant economies. The Company’s results may be adversely affected by changes in political, regulatory, trade, tariff, and social conditions in these jurisdictions.
Risks and uncertainties related to the Company’s business include, but are not limited to, the following:
| ● | The business shift from parallel-import vehicle sales to logistics and warehousing services and international trading may depend on factors relating to the business environment, operational management, market expansion, and the successful integration of newly acquired businesses; |
| ● | Government policies relating to ocean freight, international trade, tariffs, import and export controls, and customs requirements may reduce market demand for the Company’s freight, logistics, warehousing, and international trading businesses, increase operating costs, or otherwise negatively affect the Company’s business and growth prospects; |
| ● | The Company’s logistics and warehousing and international trading businesses depend significantly on a limited number of customers and third-party transportation, labor, equipment supply, and other service providers; |
| ● | Any adverse change in political relations between the PRC and the U.S., including ongoing trade conflicts between the U.S. and the PRC, may negatively affect the Company’s business; and |
| ● | Competition in the logistics, warehousing, and international trading industries, based on factors such as service quality, speed, reliability, product availability, and pricing, may limit the Company’s ability to expand its non-vehicle logistics, warehousing, and international trading revenue. The Company’s success in these areas will depend on its ability to develop and scale an effective salesforce, maintain relationships with suppliers and customers, and effectively market its services and products in the U.S., the PRC, and other international markets. |
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The Company’s business, financial condition, and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics, and other catastrophic incidents, which could significantly disrupt the Company’s operations.
Cash and cash equivalents
Cash and cash equivalents consist of cash in bank and interest-bearing certificates of deposit with an initial term of three months when purchased. As of September 30, 2026 and December 31, 2025, all cash and cash equivalents were related to continuing operations.
| | | | | | |
| | September 30, | | December 31, | ||
|
| 2026 | | 2025 | ||
Cash held in Current Accounts | | $ | | | $ | |
Total cash and cash equivalents shown in the statements of cash flows | | $ | | | $ | |
Accounts receivable, net
Accounts receivable represent the amounts that the Company has an unconditional right to consideration, which are stated at the original amount less an allowance of credit loss, in accordance with the Current Expected Credit Loss (“CECL”) model under ASC 326. The Company estimates expected credit losses based on a combination of historical loss experience, customer creditworthiness, current economic conditions, and reasonable and supportable forward-looking information. The allowance for credit losses is updated at each reporting period to reflect changes in credit risk. The allowance for credit losses is recorded against accounts receivable balances, with a corresponding charge to the consolidated statements of operations. Delinquent account balances are written off against the allowance when management determines that collection is remote. If previously written-off receivables are subsequently recovered, the Company records a reversal of the allowance for credit losses.
During the nine months ended September 30, 2026 and 2025,
Inventory
Inventories primarily consist of construction machinery and related equipment purchased for resale. Inventories are stated at the lower of cost and net realizable value. Cost is determined using the specific identification method and includes the purchase price and other costs directly attributable to bringing the inventories to their present location and condition.
Net realizable value represents the estimated selling price in the ordinary course of business, less reasonably predictable costs. The Company evaluates inventories at each reporting date for indicators that their net realizable value may be below cost, including physical damage, obsolescence, changes in market demand, changes in estimated selling prices, and slow-moving inventory. Any write-down to net realizable value is recognized in cost of revenues in the period in which the decline occurs.
Loan receivable
The Company’s loans receivable, which consist of loans to third parties, are recognized at the point of loan disbursement, initially measured at fair value, primarily reflecting the disbursed amount and associated transaction costs. Both secured and unsecured lending are encompassed in these receivables, with terms including varying interest rates and maturity dates. Subsequently, these receivables are measured at amortized cost using the effective interest method, which ensures the accurate recognition of interest income over the loan period. The interest rates for these loans may be subject to change based on the terms of loan agreements. Periodic reviews of the loan portfolio are conducted to assess for impairment, utilizing the expected credit loss model. This approach considers historical credit loss experience, current conditions, and reasonable forecasts in estimating potential credit losses. As of September 30, 2026 and December 31, 2025,
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Receivable from withdrawal of investment deposit
A receivable from withdrawal of investment deposit is recognized when the underlying investment arrangement has been terminated, the Company no longer holds an ownership interest in the investee, and the counterparty has a contractual obligation to refund the Company’s capital contribution. The receivable is initially recognized at the amount contractually refundable to the Company and is subsequently measured at amortized cost, net of an allowance for expected credit losses, if any.
The Company evaluates the receivable for expected credit losses in accordance with ASC 326, Financial Instruments—Credit Losses, based on the counterparty’s repayment capacity, the contractual repayment terms, expected sources of repayment, subsequent collections, and other relevant facts and circumstances.
As of September 30, 2026, the Company recorded a receivable from withdrawal of investment deposit of RMB
Based on the Company’s assessment,
Property, plant, and equipment, net
Property, plant, and equipment, net are stated at cost less accumulated depreciation and impairment charges. Depreciation is calculated primarily based on the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the assets:
Property, plant, and equipment | | Estimated useful life |
Motor vehicles | | |
Leasehold improvements | |
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expenses as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized.
Intangible assets, net
The Company recorded intangible assets with the acquisitions of TWEW during the fourth quarter of 2024 (see Note 9- Intangible Asset and Goodwill). Intangible assets consist of customer relationships, which are amortized on a straight-line basis or over their respective useful lives using patterns that reflect the economic benefits the assets are expected to realize. The Company reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
Amortization of intangible assets is computed using the straight-line method over the estimated useful lives as below:
Intangible assets | | Estimated useful life |
|
Customer relationships | | |
The estimated useful lives of intangible assets with finite lives are reassessed if circumstances occur that indicate the original estimated useful lives have changed.
The Company recognized impairment loss to intangible assets of
Fair value of financial instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of input used to measure fair value are as follows:
| ● | Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
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| ● | Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data. |
| ● | Level 3 — inputs to the valuation methodology are unobservable. |
Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, loans receivable, loans payable, and other payables and other current liabilities, approximated the fair value of the respective assets and liabilities as of September 30, 2026 and December 31, 2025 based upon the short-term nature of the assets and liabilities.
The Company applied level 3 to obtain the fair value of intangible assets and goodwill. See NOTE 9 — Intangible Asset and Goodwill.
The Company believes that the carrying amount of long-term loans approximated fair value as of September 30, 2026 and December 31, 2025 based on the terms of the borrowings and current market rates as the rates of the borrowings are reflective of the current market rates.
Leases
The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 842, Leases (“Topic 842”). The Company leases office space, which is classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases, usually with an initial term of 12 months or less) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.
At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The ROU asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All ROU assets are reviewed for impairment annually. There was
Contingent consideration asset
A contingent consideration asset is the acquirer’s contractual right to receive cash or other assets from the former owners of an acquiree if specified future events occur or conditions are met. The Company recognizes contingent consideration assets arising from business combinations in accordance with ASC 805, Business Combinations (“ASC 805”). The Company recognizes the acquisition-date fair value of such rights as part of the consideration transferred in exchange for the acquiree (ASC 805-30-25-5), and measures the right to receive cash on the same basis as a financial asset (ASC 805-30-25-23). Contingent consideration assets are presented within other non-current assets on the consolidated balance sheet, separately from goodwill.
Goodwill
The Company records goodwill as the excess of the consideration transferred over the fair value of net assets acquired in business combinations. Goodwill is tested for impairment at the reporting unit level, which is an operating segment, or one level below. The Company has
The review of goodwill impairment consists of either using a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a one-step quantitative impairment test. In performing the qualitative assessment, the Company considers many factors in evaluating whether the carrying value of goodwill may not be recoverable, including declines in the Company’s stock price and market capitalization of the Company and macroeconomic conditions. If, based on the results of the qualitative assessment, it is concluded that it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, additional quantitative impairment testing is performed. The quantitative test requires that the carrying value of each reporting unit be compared with its estimated fair value. If the carrying value of a reporting unit is greater than its fair value, a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill). The Company uses the
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income approach and/or a market-based approach to determine the reporting units’ fair values, which are based on discounted cash flows. The determination of discounted cash flows of the reporting units and assets and liabilities within the reporting units requires significant estimates and assumptions. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.
Impairment of long-lived assets
The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If an impairment indicator is present, the Company evaluates recoverability by comparing the carrying amount of the asset group to the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group. If the assets are impaired, an impairment loss is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. The Company estimates fair value using the expected future cash flows discounted at a rate consistent with the risks associated with the recovery of the asset.
For the nine months ended September 30, 2026, the Company did
Revenue recognition
ASC 606 establishes principles for reporting information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Under the new guidance, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the new guidance requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.
The Company generated revenues from freight forwarding services provided by Edward and general labor and logistics provided by TWEW to corporate and retail clients, including transportation, cargo warehousing, freight forwarding, labor service, and cargo loading and unloading, and international trading services provided through Cheetah and Super International, primarily involving the purchase and resale of construction machinery and related equipment to trading and export customers.
Revenue for freight forwarding services, both export and import, is recognized when the services are provided. The Company’s role as the principal in these services involves managing the process up to the point where control is transferred based on contractual terms, allowing revenue recognition on a gross basis throughout the transit period. For warehousing services, revenue is primarily derived from storage fees, which are recognized based on the actual number of days the goods are stored in the warehouse while awaiting further transportation. Across all operations, the Company maintains a principal position, controlling the goods and services, bearing inventory and pricing risks, and fulfilling performance obligations directly. Each contract is typically structured with a single performance obligation without allowances for returns or sales incentives. There were no provisions for sales return allowances based on historical experiences of no returns. Following the disposal of Edward on April 1, 2026, the Company ceased its freight forwarding operations conducted through Edward.
Revenue from general labor and logistics services, provided through TWEW, is recognized upon services rendered, based on verified labor hours or project milestones outlined in client agreements, with billing tied to predefined service rates (e.g., per-hour fees or fixed-scope pricing). The Company recognize revenue on a gross basis as the principal service provider, reflecting its contractual obligation to deliver labor solutions to clients, despite outsourcing workforce operations to third parties. Contracts generally consist of a single performance obligation (supplying labor resources), with revenue measured at the transaction price agreed upon in service agreements. No provisions for returns or sales incentives are included, as historical experience indicates no material rights of return or refunds.
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Revenue from international trading, provided through Cheetah and Super International, is recognized at a point in time when control of construction machinery and related equipment transfers to trading and export customers, generally upon pickup at the Company’s designated warehouse under EXW terms. The Company acts as the principal in these transactions, taking legal title to and bearing inventory risk on equipment purchased from suppliers prior to resale, and therefore recognizes revenue on a gross basis. Each contract represents a single performance obligation, with a fixed transaction price and no provisions for sales returns based on historical experience.
Disaggregation of Revenue
The Company disaggregates its revenue by geographic areas, as the Company believes it best depicts how the nature, amount, timing, and uncertainty of the revenue and cash flows are affected by economic factors.
| | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended | ||||||||
| | September 30, | | September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
U.S. domestic market | | $ | — | | $ | | | $ | | | $ | |
Overseas market | |
| | | | | |
| | |
| |
Total revenue | | $ | | | $ | | | $ | | | $ | |
For the three months ended September 30, 2026, the Company’s total revenue from continuing operations was $
For the nine months ended September 30, 2026, total revenue from continuing operations was $
Cost of Revenues
Logistics and Warehousing Segment
Cost of logistics and warehousing service revenue mainly includes the cost of freight and fulfillment expenses for freight forwarding services, while cost of labor services comprises payments to third parties for outsourced workforce provisioning, including bundled recruitment, training, and payroll processing. Cost recognition aligns with service delivery progress, validated through subcontractor utilization reports and client acceptance documentation.
International Trading Segment
Cost of international trading revenue mainly includes the purchase cost of construction machinery and related equipment acquired from suppliers, together with related inbound freight and handling charges incurred prior to resale. Cost is recognized in the same period as the related revenue, upon transfer of control of the equipment to the customer.
General and Administration Expenses
The Company’s general and administrative expenses for the continuing operations primarily include employee salaries and benefits, depreciation and amortization, office lease expenses, travelling and entertainment expenses, legal and consulting fees, insurance and other miscellaneous administrative expenses. For the three and nine months ended September 30, 2026, general and administration expenses for the continuing operations were $
Share-based Compensation
The Company has adopted its Amended and Restated 2024 Stock Incentive Plan (the “Plan”), for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Company’s operations. Shareholders, directors, and employees of the Company receive remuneration in the form of share-based awards including option, restricted stock, restricted stock unit, dividend equivalent, or other awards that are permitted under the Plan, whereby the recipients render services as consideration for such share-based compensation.
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The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes the cost over the period during which the employee is required to provide service in exchange for the award, which generally is the vesting period. The amount of cost recognized is adjusted to reflect any expected forfeitures prior to vesting. The fair value of stock award is measured at grant date’s per share closing price of the Company’s common stock, and the fair value of option is measured at grant date using the Black-Scholes pricing model, taking into account the terms and conditions upon which the share-based awards are granted. Where the employees have to meet vesting conditions before becoming unconditionally entitled to the share-based awards, the total estimated fair value of the share-based awards is spread over the vesting period, taking into account the probability that the share-based awards will vest, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date.
Income Taxes
The Company accounts for income taxes under the asset and liability method, recognizing deferred tax assets and liabilities based on temporary differences between financial statement and tax bases of assets and liabilities, using enacted tax rates expected to apply when these differences reverse. The impact of tax rate changes is recorded in the period of enactment.
The Company assesses deferred tax assets to determine whether they are realizable. As of September 30, 2026, the Company recorded a full valuation allowance against deferred tax assets, as it has generated a
The Company records uncertain tax positions in accordance with ASC 740, using a two-step process to determine whether tax positions will be sustained. The Company has concluded that there are
The Company is not subject to the Section 163(j) interest expense limitation, as it qualifies for an exception due to floor plan financing indebtedness.
The Company monitors tax law changes and has determined that no recent changes materially impact the financial statements.
The Company and its U.S. operating subsidiaries are subject to U.S. federal and state income tax laws. Prior to the corporate conversion in 2022, the Company was organized as a limited liability company (“LLC”) and elected to be treated as a corporation for U.S. federal income tax purposes from the tax year ended December 31, 2020.
As of September 30, 2026, the Company’s consolidated income tax returns for the tax years ended December 31, 2022 through December 31, 2025 remained open for statutory examination by U.S. tax authorities.
(Loss) Earnings per share
The Company computes (loss) earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the nine months ended September 30, 2026 and 2025, there were
| | | | | | | | | |
| | September 30, 2026 | |||||||
| | Loss | | Share | | Per share amount | |||
Basic and diluted EPS |
| | |
| | |
| | |
Loss from continuing operations per ordinary share | | $ | ( |
| | | | $ | ( |
Loss from discontinued operations per ordinary share | |
| — |
| | | |
| |
Loss from operations per ordinary share | | $ | ( | | | — | | $ | ( |
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| | | | | | | | | |
| | September 30, 2025 | |||||||
| | Loss | | Share | | Per share amount | |||
Basic and diluted EPS |
| | |
| | |
| | |
Loss from continuing operations per ordinary share | | $ | ( |
| | | | $ | ( |
Loss from discontinued operations per ordinary share | |
| — |
| | | |
| |
Loss from operations per ordinary share | | $ | ( | | | — | | $ | ( |
Related parties and transactions
The Company identifies related parties, and accounts for and discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards.
Parties, which can be a corporation or individual, are considered related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Corporations are also considered to be related if they are subject to common control or common significant influence.
Transactions between related parties commonly occurring in the normal course of business are considered to be related party transactions. Transactions between related parties are also considered to be related party transactions even though they may not be given accounting recognition.
Segment reporting
The Company uses the management approach in determining reportable operating segments, consistent with ASC 280-10-05. The management approach considers the internal reporting used by the Company’s chief operating decision maker (CODM), who is the Chief Executive Officer, for making operating decisions about the allocation of resources of the segment and the assessment of its performance in determining the Company’s reportable operating segments. Following the discontinuation of the parallel-import vehicles business, during 2025, the Company reported a single reportable segment on logistics and warehousing services. During the second quarter of 2026, following the May 27, 2026 acquisition of Super International (see Note 9), the Company began managing and evaluating its operations through
Segment operating performance is evaluated based on segment revenue and significant segment expenses, which include cost of revenues, general and administrative expenses, impairment loss expenses, and share-based compensation expenses, as these measures are regularly provided to the CODM. Segment profitability generally aligns with operating income at the consolidated level, except for corporate-level items that are not allocated to either segment. There are no inter-segment revenues or expenses between the
The Company also evaluates segment-level revenue and other items regularly provided to the CODM and discloses these in the accompanying segment footnote. As of September 30, 2026, certain customers of the Company’s international trading segment accounted for a substantial portion of the Company’s consolidated total revenues, exceeding the 10% threshold under ASC 280-10-50-42. See Note 17 - SEGMENT REPORTING.
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Recent accounting pronouncements
Recently issued accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. This guidance will be applied either prospectively or retrospectively. The Company is currently evaluating the impact from the adoption of this ASU on its 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, which provides a practical expedient and accounting policy election to allow entities to measure expected credit losses on certain trade receivables and contract assets using a provision matrix approach. ASU 2025-05 is effective for annual periods beginning after December 15, 2025, and interim periods within those fiscal years, with early adoption permitted. The Company has completed its evaluation and will adopt this guidance in the next quarter.
Recently issued accounting pronouncements adopted
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which aims to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and early adoption is permitted. The Company adopted ASU 2023-09 on January 1, 2025, on a prospective basis (see note 14). The adoption did not have a material impact on the consolidated financial statements and related disclosures.
Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on, or are unrelated to, its consolidated financial condition, results of operations, cash flows or disclosures.
NOTE 3 — LOAN RECEIVABLE
The Company had loans to generate interest income with third parties. As of September 30, 2026 and December 31, 2025, a breakdown of loan receivable was as follows:
| | | | | | |
| | September 30, 2026 | | December 31, 2025 | ||
Hongkong Sanyou Petroleum Co Limited (1) | | $ | | | $ | |
Asia Finance Investment Limited (2) | | | | | | |
Total loan receivable | | $ | | | $ | |
| (1) | On July 23, 2024, the Company entered an additional unsecured short-term loan of $ |
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On October 2, 2024 and October 28, 2024, the Company entered into
On November 20, 2024, the Company entered into a
On March 17, 2025, the Company entered into a
On March 17, 2026, the Company entered into a
On April 1, 2026, the Company entered into a
On April 23, 2026, the Company entered into a
On April 27, 2026, the Company entered into a
On May 14, 2026, the Company entered into a
On May 21, 2026, the Company entered into a
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| (2) | On August 16, 2024, the Company entered into a |
On October 24, 2024, the Company entered into a
On January 7, 2025, the Company entered into a
On March 18, 2025, the Company entered into a
On June 13, 2025, the Company entered into a one - year unsecured short - term loan agreement with Asia Finance Investment Limited for a principal amount of $
On June 26, 2025, the Company entered into a one - year unsecured short - term loan agreement with Asia Finance Investment Limited for a principal amount of $
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25, 2027. The accrued and unpaid interest receivable under the original loan agreement was excluded from the renewed principal amount. As of the date of this report, $
On May 11, 2026, the Company entered into a
On May 21, 2026, the Company entered into a
On June 26, 2026, the Company entered into a
On July 2, 2026, the Company entered into a
On August 27, 2026, the Company entered into a
During the nine months ended September 30, 2026 and 2025, the Company evaluated the need for credit loss for loan receivable in accordance with the CECL model. In assessing the CECL, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical credit loss experience, adjusted for relevant factors impacting collectability and forward-looking information indicative of external market conditions.
Interest income from the above loans for the three and nine months ended September 30, 2026 was $
For the three and nine months ended September 30, 2025, the Company recorded interest income of $
NOTE 4 — OTHER RECEIVABLES, NET
Other receivables consisted of the following:
| | | | | | |
| | September 30, 2026 | | December 31, 2025 | ||
Rent Deposit | | $ | | | $ | |
Interest Receivable(1) | | | | | | |
Others | | | | | | |
Total Other Receivables, net | | $ | | | $ | |
| (1) | Interest receivable primarily relates to accrued interest from loan agreements disclosed in Note 3 – Loan Receivable, totaling $ |
20
NOTE 5 — RECEIVABLE FROM WITHDRAWAL OF INVESTMENT DEPOSIT
On January 6, 2026, Naiside (Shenzhen) International Trading Co., Ltd. (“Naiside”), a wholly owned subsidiary of NexTrade International LLC (“NexTrade”), entered into a partnership agreement (the “Partnership Agreement”) with Shanghai Kesheng Investment Management Co., Ltd. (“Shanghai Kesheng”), in its capacity as the general partner and executive partner of an investment fund in the PRC, pursuant to which Naiside participated in the fund as a limited partner. Pursuant to the Partnership Agreement, Naiside subscribed for a
On June 30, 2026, Naiside and Shanghai Kesheng entered into an agreement to terminate the Partnership Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, the parties agreed to immediately terminate the Partnership Agreement. Shanghai Kesheng agreed to return the full amount of RMB
On August 10, 2026, Naiside and Shanghai Kesheng entered into a first amendment to the Termination Agreement (the “First Amendment”) to establish the repayment arrangements, overdue interest, and liability for default. Pursuant to the First Amendment, Shanghai Kesheng is required to repay the full RMB
Following the execution of the Termination Agreement, the Company’s economic interest in the fund no longer represented a deposit on investment in the fund but instead represented a receivable from Shanghai Kesheng for the unconditional return of Naiside’s capital contribution. Accordingly, on September 30, 2026, the Company reclassified the balance from deposit on a long-term investment to a receivable measured at the U.S. dollar equivalent of RMB
The receivable is assessed for credit losses under ASC 326 (CECL) based on the Company’s assessment of Shanghai Kesheng’s credit risk, including its obligation under Article 5 of the First Amendment to safeguard the funds pending repayment. As of September 30, 2026, the Company had not recorded an allowance for credit losses. The Company will continue to monitor the credit risk associated with this receivable, including any deterioration in Shanghai Kesheng’s financial condition or failure to comply with the safeguarding covenant, and will record an allowance as required.
21
Receivable from withdrawal of investment deposit of $
NOTE 6 — DISCONTINUED OPERATIONS
On March 3, 2025, the Company’s board of directors approved the discontinuation of the Company’s parallel-import vehicles business authorizing the writing off of receivables, and winding down of operations in compliance with applicable legal and regulatory requirements. In accordance with ASC 205-20, Presentation of Financial Statements — Discontinued Operations, the Company determined that the parallel-import vehicle segment met the conditions for reporting as a discontinued operation. As a result, all financial results associated with this business have been reclassified as discontinued operations in the accompanying consolidated financial statements for all periods presented.
Accounts Receivable, net
The Company’s parallel-import vehicle business was negatively impacted by deteriorating macroeconomic conditions since the second half of 2022. Several aged accounts receivable were concentrated among four long-term customers, who were in the process of business recovery. These receivables were partially backed by third-party guarantees, providing some assurance of collection. During the year ended December 31, 2024, the Company collected approximately $
The Company conducted an initial assessment of collectability and recognized a credit loss of $
Subsequently, the Company collected an additional $
Cash Flows from discontinued operations
| | | |
| | For the Nine Months Ended | |
| | September 30, | |
| | 2025 | |
Cash flows from operating activities: |
| | |
Net loss | | $ | — |
Cash provided by operations-discontinued operations | |
| |
Net cash provided by operating activities | |
| |
22
NOTE 7 — PROPERTY, PLANT, AND EQUIPMENT, NET
Property, plant, and equipment, net consisted of the following:
| | | | | | | | |
| | Estimated Useful Life | | | | | | |
| | in Years | | September 30, 2026 | | December 31, 2025 | ||
Motor Vehicles | | | $ | | | $ | | |
Leasehold improvements* | | | | — | | | | |
Subtotal | | | | | | | | |
Less accumulated depreciation |
| |
| | ( | |
| ( |
Property, plant, and equipment, net |
| | | $ | | | $ | |
During the nine months ended September 30, 2026 and 2025, the Company recorded deprecation of $
There was
*Leasehold improvements were related to Edward’s full steel manual gates, yard fence, and office roof upgrade.
NOTE 8 — LEASES
The Company leases office spaces from various third parties under non-cancelable operating leases, with terms ranging from
The Company determines whether a contract is or contains a lease at the inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
On July 19, 2024, the Company entered into a non-cancellable operating lease with an independent third party, Zina Development, LLC, for office space in Irvine, California, comprising approximately
On April 28, 2023, the Company entered a First Amendment to Lease Agreement (the “
The Company’s subsidiary, Edward, entered into a Second Amendment to Lease Agreement with its landlord on May 22, 2023, which amended a previous lease agreement and the first amendment between the parties, whereby Edward leases a warehouse from the landlord with an initial lease term from June 1, 2013 to July 31, 2018. The lease term was extended to July 31, 2023 by the first amendment. The second amendment further extended the lease to August 31, 2028.
23
The Company entered into a lease arrangement beginning January 1, 2024. The lease initially ran month-to-month through August 31, 2024 and continued on a month-to-month basis thereafter. Both operating lease expenses and short-term lease expenses are recognized in general and administrative expenses. The components of lease expenses for the nine months ended September 30, 2026 and 2025 were as follows:
| | | | | | | | | | | | |
| | For the Three Months Ended | | For the Nine Months Ended | ||||||||
| | September 30, | | September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Lease expenses | | | | | | | | | | | | |
Operating lease expenses | | $ | | | $ | | | $ | | | $ | |
Short-term lease expenses | | | | | | | | | | | | |
Total lease expenses | | $ | | | $ | | | $ | | | $ | |
During the three and nine months ended September 30, 2026, the Company incurred total operating lease expenses of $
During the three and nine months ended September 30, 2025, the Company incurred total operating lease expenses of $
| | | | | | |
| | September 30, 2026 | | December 31, 2025 | ||
Right-of-use assets | | $ | | | $ | |
| | | | | | |
Operating lease liabilities – current | | $ | | | $ | |
Operating lease liabilities – non-current | | | — | | | |
Total operating lease liabilities | | $ | | | $ | |
The weighted average remaining lease terms and discount rates for all operating leases were as follows for the nine months ended September 30, 2026 and 2025:
| | | | | |
| | September 30, 2026 | | September 30, 2025 |
|
Remaining lease term and discount rate: | | | | | |
Weighted average remaining lease term (years) | | | | ||
Weighted average discount rate * | | | % | | % |
*The Company used weighted average incremental borrowing rate of
As of September 30, 2026, future maturities of lease liabilities were as follows:
| | | |
Fiscal Years | | Amount | |
2026 | | $ | |
2027 | |
| |
Total lease payments | | | |
Less: imputed interest | | | ( |
Present value of lease liabilities | | $ | |
24
NOTE 9 — INTANGIBLE ASSET, CONTINGENT CONSIDERATION ASSET AND GOODWILL
1)Acquisition of Edward
On January 24, 2024, Cheetah Net entered into a Stock Purchase Agreement to acquire
The purchase price was initially recorded on a preliminary basis as of February 2, 2024. The assets acquired and liabilities assumed were estimated based on management’s estimates, available information, and supportable assumptions that management considered reasonable. During the second quarter of 2024, the Company finalized the purchase price allocation. As a result, adjustments were made, particularly concerning the deferred tax liability related to intangible assets, which led to a corresponding adjustment in the value of goodwill. The final valuation of assets acquired and liabilities assumed was reflected in the financial statements as of December 31, 2024 and shown below.
| | | | | | | | | |
| | As of June 30, 2024 | | As of March 31, 2024 | | Change | |||
| | Finalized value | | Preliminary value | | Amount | |||
Acquired assets acquired and (liabilities): | | | | | | | | | |
Cash | | $ | | | $ | | | $ | — |
Accounts Receivable | | | | | | | | | — |
Other Current Assets | | | | | | | | | — |
Right-of-use Lease Asset | | | | | | | | | — |
Fixed Assets | | | | | | | | | — |
Developed Technology | | | | | | | | | — |
Customer Relationships | | | | | | | | | — |
Trade Names | | | | | | | | | — |
Goodwill | | | | | | | | | |
Other Noncurrent Assets | | | | | | | | | — |
Accounts Payable | | | ( | | | ( | | | — |
Accrued Expenses Payable | | | ( | | | ( | | | — |
Deferred Tax Liability | | | ( | | | — | | | ( |
Operating Lease Liability, Current | | | ( | | | ( | | | — |
Operating Lease Liability, Long Term | | | ( | | | ( | | | — |
Total Purchase Consideration | | $ | | | $ | | | $ | — |
The fair value of the accounts receivable, other assets, and liabilities assumed approximates their gross contractual amounts. The fair value of the fixed assets approximates its net carrying value as of the acquisition date. The fair values of intangible assets, including $
On April 1, 2026, the Company completed the disposition of Edward, a wholly owned subsidiary of the Company, pursuant to the Stock Purchase Agreement dated March 25, 2026. Upon completion of the disposition, the Company derecognized the assets and liabilities associated with Edward, including the remaining carrying amounts of the related intangible assets.
25
2)Acquisition of TWEW
On November 27, 2024, the Company entered into a Stock Purchase Agreement to acquire
| | | |
Acquired assets acquired and (liabilities): | | | |
Cash | | $ | |
Accounts Receivable | |
| |
Other Current Assets | |
| |
Customer Relationships | |
| |
Goodwill | |
| |
Deferred Tax Liability | |
| ( |
Short term loan payable | |
| ( |
Total Purchase Consideration | | $ | |
3) Acquisition of Super International
On April 16, 2026, the Company entered into a Share Transfer Agreement with Leyan Yang, a non-U.S. individual, pursuant to which the Company agreed to acquire from the Transferor
Acquired assets acquired and (liabilities): | |
| |
Cash |
| $ | |
Accounts Receivable | | | |
Contingent Consideration Asset | | | |
Goodwill | | | |
Accounts Payable | | | ( |
Total Purchase Consideration |
| $ | |
In connection with the May 27, 2026 acquisition of Super International Trading Limited, the Share Transfer Agreement provides for certain performance-based compensation arrangements, including a Performance Commitment (“PCP”) and a Performance Excess Reward (“PER”). Under the PCP, the Company has a contractual right to receive cash compensation from the seller if Super International’s annual revenue falls below $
The contingent consideration asset is measured initially at its acquisition-date fair value of $
At September 30, 2026, the Company concluded that the fair value of the right was
26
generated by Super International after the acquisition and the Company’s revised forecast of the acquired business, under which annual revenue for the
Because the change results from facts arising after the acquisition date, it is recognized in earnings in the current period and is not a measurement-period adjustment (ASC 805-10-25-13); goodwill of $
The one-year measurement period under ASC 805-10-25-13, which expires on May 27, 2027, remains open for adjustments relating to facts and circumstances that existed at the acquisition date, including working capital and any refinements to the fair value of identifiable tangible assets acquired. Any such adjustments would be recorded retrospectively with a corresponding adjustment to goodwill (ASC 805-10-25-17).
Amortization of intangible assets with finite lives is computed on a straight-line basis over the estimated useful lives as below:
| | |
Intangible Assets | | Estimated Useful Lives (month) |
Edward-Developed Technology | | |
Edward-Customer Relationships | | |
Edward-Trade Names | | |
TWEW-Customer Relationships | |
During the nine months ended September 30, 2026 and 2025, the Company incurred accumulated amortization expenses of $
On April 1, 2026, the Company completed the disposition of Edward, a wholly owned subsidiary of the Company, pursuant to the Stock Purchase Agreement dated March 25, 2026. Upon completion of the disposition, the Company derecognized the assets and liabilities associated with Edward, including the remaining carrying amounts of the related intangible assets.
Total future amortization expenses for finite-lived intangible assets were estimated as follows:
| | | |
2026 (from October 1, 2026 to December 31, 2026) | | | |
2027 |
| | |
2028 |
| | |
2029 |
| | |
Thereafter |
| | |
Total | | $ | |
NOTE 10 — PREMIUM FINANCE
On August 1, 2024, the Company entered into a premium finance agreement (the “Premium Finance Agreement”) with ETI Financial Corporation to finance the purchase of its directors and officers’ insurance. Pursuant to the Premium Finance Agreement, the Company borrowed $
On August 1, 2025, the Company renewed the Premium Finance Agreement with First Insurance Funding to finance the purchase of its directors’ and officers’ insurance for the new policy term. Under the renewed agreement, the Company borrowed $
On August 1, 2026, the Company renewed the Premium Finance Agreement with First Insurance Funding to finance the purchase of its directors’ and officers’ insurance for the new policy term. Under the renewed agreement, the Company borrowed $
27
annual interest rate of
Premium finance consisted of the following:
| | | | | | |
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Premium finance | | $ | | | $ | |
Interest expenses incurred related to the Premium Finance Agreement were $
NOTE 11 — LONG-TERM BORROWINGS
Long-term borrowings consisted of the following:
| | | | | | |
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Small Business Administration(1) | | $ | | | $ | |
Thread Capital Inc.(2) | | | | | | |
Total long-term borrowings | | $ | | | $ | |
| | | | | | |
Current portion of long-term borrowings | | $ | | | $ | |
| | | | | | |
Non-current portion of long-term borrowings | | $ | | | $ | |
| (1) | On May 24, 2020, the Company entered into a loan agreement with the U.S. Small Business Administration (the “SBA”), an agency of the U.S. Government, to borrow $ |
The future maturities of the SBA loan as of September 30, 2026 were as follows:
| | | |
Fiscal Years | | Future repayment | |
2026 (from October 1, 2026 to December 31, 2026) | | | |
2027 | | | |
2028 | | | |
2029 | | | |
Thereafter | | | |
Total | | $ | |
(2) | On May 15, 2020, the Company entered into a loan agreement with Thread Capital Inc. (“Thread Capital”) to borrow $ |
28
The future maturities of the loan from Thread Capital as of September 30, 2026 were as follows:
| | | |
Fiscal Years | | Future repayment | |
2026 (from October 1, 2026 to December 31, 2026) |
| | |
2027 |
| | |
2028 |
| | |
2029 |
| | |
Thereafter |
| | |
Total | | $ | |
For the above-mentioned long-term borrowings, the Company recorded interest expenses of $
NOTE 12 — STOCK BASED COMPENSATION
On August 16, 2024, the Company’s board of directors approved the adoption of the Plan. Subsequently, on September 30, 2024, the Company’s stockholders approved the Plan. The Plan provides for the granting of share-based awards, including options, restricted stock, restricted stock units, dividend equivalents, and other awards to directors, employees, and consultants of the Company.
Vested shares
On September 30, 2024, the compensation committee of the Company’s board of directors approved the grant of
On September 30, 2025, the compensation committee of the Company’s board of directors approved the grant of
On September 19, 2025, the compensation committee of the Company’s board of directors approved the grant of
| | | | | | |
| | | | | | Weighted |
| | Class A | | Class B | | Average Grant |
| | Common Stock | | Common Stock | | Date Fair Value |
| | Shares | | Shares | | Per Share (US$) |
Shares as of December 31, 2025 |
| |
| |
| |
Shares outstanding as of September 30, 2026 |
| |
| |
| |
Nonvested shares
On September 30, 2024, the compensation committee of the Company’s board of directors approved the grant of
29
A summary of the nonvested shares for the nine months ended September 30, 2026 is as follows:
| | | | |
| | | | Weighted |
| | Number of | | Average Grant |
| | non-vested | | Date Fair Value |
| | Shares | | Per Share (US$) |
Outstanding as of December 31, 2025 |
| | | |
Outstanding as of September 30, 2026 |
| | | |
The fair value of vested and non-vested shares is determined by the market closing price of Class A common stock at the grant date. Accordingly, the Company recorded share-based compensation expenses of $
As of September 30, 2026, total unrecognized compensation cost relating to nonvested shares was $
NOTE 13 — RELATED PARTY TRANSACTIONS
| a. | Nature of relationship with related parties |
Name | | Relationship with Our Company |
Weishu Guo | | Legal representative of Nextrade |
| b. | Due to a related party |
The details of due to a related party are as below:
| | | | | | |
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Due to a related party | | $ | | | $ | |
Total due to a related party | | $ | | | $ | |
NOTE 14 — INCOME TAXES
The Company and its operating subsidiaries in the United States are subject to federal and various state income taxes, while its Hong Kong subsidiary is subject to Hong Kong profits tax. The Company elected to file income taxes as a corporation instead of an LLC for the tax years ended December 31, 2020 through December 31, 2024.
(i) | Loss before Income tax expense (benefit) |
| | | | | | |
| | | For the Nine Months Ended | |||
| | | September 30, | |||
| | 2026 | | 2025 | ||
Loss from continuing operations before income taxes | | $ | ( | | $ | ( |
30
(ii) | The components of the income tax provision were as follows: |
| | | | | | |
| | For the Nine Months Ended | ||||
| | September 30, | ||||
| | 2026 | | 2025 | ||
Current: |
| | | | | |
Federal | | $ | — | | $ | — |
State | | | | | | |
Total current income tax provision | | | | | | |
Deferred: | | | | | | |
Federal | | | — | | | — |
State | | | — | | | — |
Total deferred income tax expenses (benefits) | | | — | | | — |
Adjustments related to prior year income taxes | | | — | | | |
Total income tax benefits | | $ | | | $ | |
The consolidated statement of operations reflects income tax expense of approximately $
The consolidated statement of operations reflects income tax expense of approximately $
(iii) | Reconciliations of the statutory income tax rate to the effective income tax rate were as follows: |
| | | | | | | |
| | For the Nine Months Ended |
| ||||
| | September 30, | | ||||
| | 2026 | | 2025 | | ||
Federal income tax at the statutory rate | | | | % | | | % |
State statutory tax rate |
| | | % | | | % |
Permanent Items |
| | ( | % | | ( | % |
Change in valuation allowance |
| | ( | % | | ( | % |
Other | | | ( | % | | — | % |
Effective tax rate | | | ( | % | | ( | % |
31
(iv) | Deferred tax assets, net were composed of the following: |
| | | | | | |
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Deferred tax assets: |
| | | | | |
Net operating loss carry forwards | | $ | — | | $ | |
Tax attribute carryovers | | | | | | — |
Lease liability | | | | | | |
Others | | | | | | |
Total gross deferred tax assets | | | | | | |
| | | | | | |
Less valuation allowance | | | ( | | | ( |
Total deferred tax assets, net of valuation allowance | | | | | | |
| | | | | | |
Deferred tax liabilities: | | | | | | |
Intangible assets | | | ( | | | ( |
Unrealized gains on foreign exchange | | | ( | | | — |
Fixed assets | | | ( | | | — |
Right of use assets | | | ( | | | ( |
Total deferred tax liabilities | | | ( | | | ( |
| | | | | | |
Total deferred tax assets, net | | $ | | $ | ||
The Company assesses deferred tax assets to determine whether they are realizable. As of September 30, 2026 and December 31, 2025, the Company recorded a full valuation allowance against deferred tax assets, as it has generated a
The Company records uncertain tax positions in accordance with ASC 740, using a two-step process to determine whether tax positions will be sustained. The Company has concluded that there are
The Company was not previously subject to the interest expenses limitation under §163(j) of the U.S. Internal Revenue Code, due to the small business exemption. Its average annual gross receipts for the three tax years preceding 2022 do not exceed the relevant threshold amount ($
The Company monitors tax law changes and has determined that no recent changes materially impact the financial statements.
NOTE 15 — CONCENTRATIONS
Political and economic risk
The operations of the Company are in the U.S. and the Company’s primary market is in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the U.S. and the PRC, as well as by the general states of the U.S. and the PRC economy. The Company’s results may be adversely affected by changes in the political, regulatory, and social conditions in the U.S. and the PRC. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations, including its organization and structure disclosed in Note 1, such experience may not be indicative of future results.
32
Credit risk
As of September 30, 2026 and December 31, 2025, all of the Company’s cash was on deposit at financial institutions in the U.S., which are insured by the Federal Deposit Insurance Corporation subject to certain limitations. The Company has not experienced any losses in such accounts.
(a) Withdrawal receivable
As of September 30, 2026, the Company’s withdrawal receivable of $
(b) Loan receivable
As of September 30, 2026, the Company’s loan receivable of $
(c) Credit monitoring
The Company closely monitors the collectability of its loan receivable, and
Concentrations
The Company has undergone a business transformation since the acquisition of Edward, which happened in February 2024 and TWEW in December 2024 (see also NOTE 9 — Intangible Asset and Goodwill). As of the date of this report, the Company’s logistics and warehousing business is still in its early development stage.
The Company has expanded into the construction machinery trading sector through its acquisition of Super International, which closed on May 27, 2026 (see also NOTE 9— Intangible Asset and Goodwill). As of the date of this report, Super International’s construction machinery trading operations are in their early growth stage, complementing the Company’s existing logistics and warehousing platform.
Customer concentration. For the nine months ended September 30, 2026,
Supplier concentration. For the nine months ended September 30, 2026,
33
NOTE 16 — STOCKHOLDERS’ EQUITY
Common Stock
The Company was incorporated under the laws of the State of North Carolina on August 9, 2016 and was subsequently converted into a Delaware corporation. Pursuant to the Company’s Certificate of Incorporation, as amended, the total authorized number of shares of common stock, par value $
On March 23, 2026, the Company’s board of directors approved a reverse stock split of the Common Stock at a ratio of 1-for-200 (the “April 2026 Reverse Stock Split”). To implement the Reverse Stock Split, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware on March 24, 2026. The Reverse Stock Split became effective at 8:00 a.m., Eastern Time, on April 20, 2026. At the effective time, every 200 shares of Common Stock outstanding were automatically combined into one new share of Common Stock.
On August 11, 2026, the Company’s board of directors approved a reverse stock split of the Company’s Class A and Class B Common Stock at a ratio of 1 - for - 150 (the “September 2026 Reverse Stock Split”). To implement the reverse stock split, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware on September 15, 2026. The reverse stock split became effective at 8:00 a.m., Eastern Time, on September 21, 2026. Following such reverse stock split, every 150 shares of the Company’s Class A and Class B Common Stock outstanding were automatically combined into one new share of common stock.
On June 27, 2022, the Company entered into a subscription agreement with a group of investors (the “Investors”), whereby the Company agreed to sell, and the Investors agreed to purchase, up to
34
On August 3, 2023, the Company closed its IPO of
On January 24, 2024, the Company entered into a stock purchase agreement with Edward and Juguang Zhang, Edward’s sole stockholder (the “Seller”). Pursuant to the stock purchase agreement, the Company agreed to acquire
On May 14, 2024, the Company entered into a placement agency agreement with AC Sunshine Securities LLC on a best-efforts basis relating to the Company’s public offering (the “May Offering”) of
On July 25, 2024, the Company entered into a securities purchase agreement with certain institutional investors for a follow-on offering of
On November 27, 2024, the Company entered into a stock purchase agreement with TWEW and its stockholders (the “TWEW Sellers”). Pursuant to the stock purchase agreement, the Company agreed to acquire
On February 12, 2026, the Company closed the previously disclosed private placement pursuant to certain stock purchase agreements dated January 27, 2026 with certain investors (the “Purchasers”) and issued an aggregate of
On March 31, 2026, the Company entered into a Sales Agreement (the “ACS Sales Agreement”) with AC Sunshine Securities LLC (the “Sales Agent”), acting as the Company’s sales agent, pursuant to which the Company could offer and sell, from time to time, to or through the Sales Agent shares of its Class A Common Stock having an aggregate offering price of up to $
35
On June 26, 2026, the Company and the Sales Agent entered into a Mutual Termination Agreement, pursuant to which the parties mutually agreed to terminate the ACS Sales Agreement, effective as of the close of business on June 26, 2026. Prior to the effectiveness of the Reverse Stock Split, the Company sold an aggregate of
On June 15, 2026, the Company entered into a Securities Purchase Agreement with Huan Liu, the Company’s Chief Executive Officer, Interim Chief Financial Officer, director and Chairman of the Board of Directors (the “PIPE Purchaser”), pursuant to which the Company issued and sold to the PIPE Purchaser
On August 21, 2026, the Company entered into a sales agreement (the “August 2026 Sales Agreement”) with Pacific Century Securities, LLC (“PCS”), acting as our sales agent, pursuant to which we may offer and sell, from time to time, shares of our Class A common stock, par value $
As of September 30, 2026, there were
Reverse Stock Split
At a special stockholders’ meeting held on September 30, 2024, the Company’s stockholders approved the Company’s Fourth Amended and Restated Articles of Incorporation to authorize a reverse stock split of the issued and outstanding shares of the Company’s Common Stock at a ratio ranging from 1-for-10 to 1-for-30, as determined by the Company’s board of directors. Subsequently, on October 7, 2024, the Company’s board of directors approved a reverse stock split of the Company’s Common Stock at a ratio of 1-for-16 (the “2024 Reverse Stock Split”). To implement the 2024 Reverse Stock Split, the Company filed its Fourth Amended and Restated Articles of Incorporation with the Secretary of State of North Carolina on October 8, 2024. The 2024 Reverse Stock Split took effect on October 21, 2024. At the effective time, every 16 shares of the Company’s Common Stock outstanding were automatically combined into one new share of Common Stock. The Company’s Class A Common Stock began trading on the Nasdaq Capital Market on a split-adjusted basis on October 24, 2024.
On March 23, 2026, the Company’s board of directors approved a reverse stock split of the Company’s Common Stock at a ratio of 1-for-200 (the “April 2026 Reverse Stock Split”). To implement the 2026 Reverse Stock Split, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware on March 24, 2026. The 2026 Reverse Stock Split became effective at 8:00 a.m., Eastern Time, on April 20, 2026. At the effective time, every 200 shares of the Company’s Common Stock outstanding were automatically combined into one new share of Common Stock.
36
On August 11, 2026, the Company’s board of directors approved a reverse stock split of the Company’s Class A and Class B Common Stock at a ratio of 1-for-150 (the “September 2026 Reverse Stock Split”). To implement the reverse stock split, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware on September 15, 2026. The reverse stock split became effective at 8:00 a.m., Eastern Time, on September 21, 2026. Following such reverse stock split, every 150 shares of the Company’s Class A and Class B Common Stock outstanding were automatically combined into one new share of common stock.
All share and per-share information included in this Quarterly Report on Form 10-Q has been retrospectively adjusted to reflect the 2024 Reverse Stock Split, the April 2026 Reverse Stock Split and the September 2026 Reverse Stock Split as if each had occurred as of the earliest period presented.
NOTE 17 — SEGMENT REPORTING
The Company accounts for segment reporting in accordance with ASC 280, Segment Reporting. ASC 280 requires public companies to report financial and descriptive information about their reportable operating segments using the “management approach,” which is based on the internal financial information that the Company’s chief operating decision maker (“CODM”) regularly uses to allocate resources and assess segment performance. The Company’s CODM is its Chief Executive Officer.
During the nine months ended September 30, 2026, the Company completed the acquisition of Super International and optimized its internal management reporting framework. The Company currently has
In connection with the expansion of the Company’s business entity structure, the Company reassessed its segment presentation and reclassified its historical segment classification methodology. Historically, certain corporate overhead expenses related to public company governance, executive management, and centralized administrative functions were allocated to the Logistics and Warehousing segment. Under the revised methodology, these corporate-level costs have been reclassified to the Corporate Unallocated Items segment, as they are not attributable to individual operating businesses and are not evaluated by the CODM when measuring segment operating performance or allocating segment resources.
Accordingly, the Company has revised its segment presentation to reflect this reclassification and has retrospectively restated all prior period segment data to conform to the current period presentation. The revised presentation aligns fully with the CODM’s internal performance evaluation process and complies with the management approach under ASC 280.
Description of Reportable Segments
Logistics and Warehousing
This segment provides general labor staffing, on-site workforce support and logistics coordination services primarily through the Company’s subsidiary, TW & EW Services Inc. (“TWEW”). Prior to its disposition on April 1, 2026, this segment also included the freight forwarding and warehousing operations of Edward.
International Trading
This newly established segment commenced operations following the Company’s acquisition of Super International on May 27, 2026. The segment engages in the procurement and global resale of construction machinery and equipment, serving international end customers and equipment distributors.
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Corporate Unallocated Items
Corporate unallocated items consist of centralized corporate costs that support the overall organization but do not relate to the core operating activities of either reportable segment. These items include executive leadership compensation, public company compliance and SEC reporting costs, corporate legal and audit fees, company-wide share-based compensation, global office overhead and other general administrative expenses. In addition, interest income, interest expense, gains or losses on asset dispositions and other non-operating items are maintained at the corporate level and not allocated to operating segments, as such items are not used by the CODM to evaluate segment profitability.
The accounting policies applied to each reportable segment are consistent with the consolidated U.S. GAAP accounting policies of the Company. The CODM evaluates segment performance based solely on segment operating income or loss, which excludes all corporate unallocated costs and non-operating items.
Segment operating results
The following tables present operating results for the Company’s reportable segments for the three and nine months ended September 30, 2026 and 2025. Segment amounts reflect only direct, segment-specific revenues and operating expenses attributable to each respective business.
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | ||||||||||||||||
| | Logistics And Labor | | International | | Total | ||||||||||||
| | Services | | Trading | | Segments | ||||||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | | 2026 | | 2025 | ||||||
| | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | ||||||
Revenues | | $ | — | | $ | | | $ | | | $ | — | | $ | | | $ | |
Cost of revenues | |
| — | |
| | |
| | |
| — | |
| | |
| |
Gross profit (loss) | |
| — | |
| | |
| | |
| — | |
| | |
| |
General, and administrative expenses | | | | | | | | | | | | — | | | | | | |
Impairment loss expenses | | | — | | | | | | — | | | — | | | — | | | |
Segment operating loss | | $ | ( | | $ | ( | | $ | | | $ | — | | $ | | | $ | ( |
| | | | | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, | ||||||||||||||||
| | Logistics And Labor | | International | | Total | ||||||||||||
| | Services | | Trading | | Segments | ||||||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | | 2026 | | 2025 | ||||||
| | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | ||||||
Revenues | | $ | | | $ | | | $ | | | $ | — | | $ | | | $ | |
Cost of revenues | |
| | |
| | |
| | |
| — | |
| | |
| |
Gross profit (loss) | |
| | |
| | |
| | |
| — | |
| | |
| |
General, and administrative expenses | | | | | | | | | | | | — | | | | | | |
Impairment loss expenses | | | — | | | | | | — | | | — | | | — | | | |
Segment operating loss | | $ | ( | | $ | ( | | $ | | | $ | — | | $ | | | $ | ( |
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Reconciliation of Segment Operating Loss to Consolidated Loss Before Income Taxes
Total reportable segment operating results are reconciled to the Company’s consolidated loss from continuing operations before income taxes below, with all corporate unallocated operating costs and non-operating adjustments presented as reconciling items in accordance with ASC 280‑10‑50‑30.
| | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended | ||||||||
| | September 30, | | September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
| | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | ||||
Total segment operating loss | | $ | | | $ | ( | | $ | | | $ | ( |
| | | | | | | | | | | | |
Corporate unallocated operating adjustments | |
| — | |
| — | |
| — | |
| — |
Corporate general and administrative expenses | |
| ( | |
| ( | |
| ( | |
| ( |
Share-based compensation expenses | |
| ( | |
| ( | |
| ( | |
| ( |
| | | | | | | | | | | | |
Total corporate operating expenses | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
Non-operating adjustments | |
| — | |
| — | |
| — | |
| — |
| | | | | | | | | | | | |
Interest income | |
| | |
| | |
| | |
| |
| | | | | | | | | | | | |
Interest expense | |
| ( | |
| ( | |
| ( | |
| ( |
| | | | | | | | | | | | |
Loss on disposal of Edward | |
| — | |
| — | |
| ( | |
| — |
| | | | | | | | | | | | |
Other income, net | |
| | |
| | |
| | |
| |
| | | | | | | | | | | | |
Other expense change in fair value of acquisition-related contingent consideration asset | | | ( | | | — | | | ( | | | — |
| | | | | | | | | | | | |
Total non-operating income (expense), net | |
| ( | |
| | |
| ( | |
| |
| | | | | | | | | | | | |
Loss from continuing operations before income taxes | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
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Segment Assets
The CODM only reviews operating assets directly attributable to each reportable segment for performance evaluation and resource allocation purposes. Corporate-managed financial assets, centralized cash holdings, loan receivables, investment receivables and other shared corporate assets are not allocated to operating segments. The following table reconciles segment operating assets to consolidated total assets.
| | | | | | |
| | September 30, 2026 | | December 31, 2025 | ||
| | (Unaudited) | | (Unaudited) | ||
Logistics and Labor Services segment assets | | $ | | | $ | |
International Trading segment assets | |
| | |
| — |
Total segment operating assets | |
| | |
| |
Corporate unallocated assets | |
| | |
| |
Cash and cash equivalents | |
| | |
| |
Loan receivable | |
| | |
| |
Receivable from withdrawal of investment deposit | |
| | |
| — |
Other corporate current assets | |
| | |
| |
Total corporate unallocated assets | |
| | |
| |
Total consolidated assets | | $ | | | $ | |
Segment operating assets primarily include segment-specific accounts receivable, property and equipment, operating lease right-of-use assets, intangible assets and goodwill attributable to each reportable segment.
Geographic Information
Revenues are disaggregated by geographic region based on the customer’s primary location. Long-lived assets of the Company are substantially all located within the United States.
| | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended | ||||||||
| | September 30, | | September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
U.S. domestic market | | $ | — | | $ | | | $ | | | $ | |
Overseas market | |
| | |
| | |
| | |
| |
Total revenue | | $ | | | $ | | | $ | | | $ | |
Major Customers
For the three months ended September 30, 2026, certain customers of the Company’s international trading segment accounted for substantially all of the segment’s revenues and the Company’s consolidated total revenues. These customers accounted for approximately
For the nine months ended September 30, 2026, these customers accounted for above
For the three and nine months ended September 30, 2025, no individual customer accounted for
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NOTE 18 — SUBSEQUENT EVENTS
On September 15, 2026, we entered into a Membership Interest Purchase Agreement (the “JoyPak Purchase Agreement”) with Newland Asset Management LLC, a Delaware limited liability company (“Newland”), Redwing Capital LLC, a Texas limited liability company (“Redwing,” and together with Newland, the “Sellers”), and JoyPak Supply LLC, a Nevada limited liability company primarily engaged in the sale of consumer, beauty, personal care and other everyday-use products (“JoyPak”). Pursuant to the JoyPak Purchase Agreement, we agreed to purchase from the Sellers all of the issued and outstanding membership interests of JoyPak for an aggregate purchase price of $
On October 7, 2026, we entered into a Securities Purchase Agreement with Huan Liu, our Chief Executive Officer, Interim Chief Financial Officer, director and Chairman of the Board of Directors, pursuant to which we agreed to issue and sell to him
On October 13, 2026, Natasha Yuryevna Ovsepyan commenced an action in the Delaware Court of Chancery against the Company and Huan Liu, seeking injunctive and other relief concerning the October Class B Shares Issuance. On October 21, 2026, the Court denied Ms. Ovsepyan’s requests for immediate interim injunctive relief, granted expedited proceedings, and directed the parties to proceed toward a preliminary injunction hearing, which is scheduled for November 18, 2026. No final determination on the merits has been made.
On October 14, 2026, Ms. Ovsepyan commenced a separate action under Section 220 of the Delaware General Corporation Law, seeking to inspect certain books and records of the Company. The Company believes that it has satisfied its obligations under Section 220 and the remaining claims are without merit. The Company intends to defend the action vigorously.
On October 20, 2026, Takeover Time 2026 LLC and the other participants in its solicitation filed a definitive consent statement seeking to remove and replace the Company’s Board of Directors by written consent. On October 27, 2026, the Company filed a preliminary consent revocation statement in response, and on November 5, 2026, the Company filed an amended preliminary consent revocation statement. On November 13, 2026, the Company filed a definitive consent revocation statement with the SEC, which is expected to be first mailed or made available to stockholders on or about November 20, 2026. See Part II, Items 1 and 5 of this Quarterly Report on Form 10-Q for additional information regarding these matters.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this quarterly report on Form 10-Q.
Forward-Looking Statements
This quarterly report on Form 10-Q contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” “project,” or “anticipate,” and other similar words. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth in “Item 1A. Risk Factors” included in our annual report on Form 10-K (File No. 001-41761) (the “Annual Report”), which was filed with the SEC on March 20, 2026.
Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this quarterly report. We do not intend, and undertake no obligation, to update any forward-looking statement, except as required by law.
The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in this quarterly report on Form 10-Q, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report.
Business Overview and Recent Developing Trends
We are engaged in two principal business areas: (i) logistics and warehousing and (ii) international trading. Our logistics and warehousing business includes logistics coordination, warehousing and general labor support services. Following our acquisition of Super International in May 2026, we also commenced the international trading of large-scale industrial equipment. Through Super International, we source, purchase and sell large-scale industrial equipment, including excavators and other construction machinery and industrial construction-related supplies, in international markets and coordinate related procurement, sales and delivery arrangements. Our international trading business operates alongside our logistics and warehousing business and is intended to diversify our business operations and revenue sources.
Historically, our logistics and warehousing business primarily involved services provided in connection with the sale of parallel-import vehicles sourced in the U.S. for sale in the PRC market. Prior to its disposition in April 2026, Edward expanded our logistics and warehousing business to include the transportation of other goods between the U.S. and the PRC. Parallel-import vehicles in the PRC refer to automobiles purchased directly from overseas markets and imported for sale outside of the brand manufacturers’ official distribution networks.
Between 2016 and the first half of 2022, the Company experienced growth in sales volume and gross profit due to favorable market conditions. Beginning in the second half of 2023, the business was negatively affected by a decline in customer demand due to weakening macroeconomic conditions, price competition from luxury automakers in the PRC, and a shift in consumer preference toward domestic EVs. These market challenges led to declines in parallel-import vehicle sales of 30.5% in 2023 and 95.7% in 2024, with vehicle sales declining to 14 units in 2024 from 303 units in 2023. In addition, the Company recorded a credit loss of $1.6 million for the year ended December 31, 2024, due to the increasing difficulty in collecting outstanding receivables.
On March 3, 2025, the Company’s board of directors approved the discontinuation of the Company’s parallel-import vehicle business. In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, all financial results associated with
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this business have been reclassified as discontinued operations in the accompanying consolidated financial statements for all periods presented. For additional financial details regarding discontinued operations, refer to Note 6 – Discontinued Operations.
The Company began its logistics and warehousing business in February 2024 by acquiring Edward to provide services related to international trade between the PRC and the U.S. In July 2024, the Company relocated its headquarters to Irvine, California, to utilize the ports of Los Angeles and Long Beach. The Company further expanded its logistics and warehousing business by acquiring TWEW in December 2024. Following the disposition of Edward in April 2026, the Company continues to conduct its logistics and warehousing business through TWEW. Following the acquisition of Super International in May 2026, the Company also directly engages in international trading of large-scale industrial equipment. Accordingly, the Company currently operates both its logistics and warehousing business and its international trading business.
Additionally, on December 19, 2024, we acquired 100% of the membership interests in NexTrade, a Delaware limited liability company, for consideration of $1. NexTrade holds 100% of the ownership interests in Naiside (Shenzhen) International Trading Co., Ltd. As of the date of this quarterly report, NexTrade itself has not directly conducted any material business operations other than holding its ownership interest in Naiside.
Further, on March 28, 2025, we incorporated a wholly owned subsidiary, Cheetah BVI, in the British Virgin Islands. The incorporation of Cheetah BVI is intended to support our future international business development and facilitate potential global partnerships. As of the date of this quarterly report, Cheetah BVI has not commenced operations.
On February 12, 2026, the Company closed the previously disclosed private placement pursuant to certain stock purchase agreements dated January 27, 2026, with certain investors and issued an aggregate of 1,115 shares of Class A Common Stock, after giving retroactive effect to the April 2026 Reverse Stock Split and the September 2026 Reverse Stock Split, for aggregate gross proceeds of approximately $40.14 million in a private placement pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).
On February 2, 2026, we effected a change in our state of incorporation from the State of North Carolina to the State of Delaware by filing the applicable Articles of Conversion with the Secretary of State of the State of North Carolina and the Delaware Certificate of Conversion and the Delaware Certificate of Incorporation with the Secretary of State of the State of Delaware.
On March 25, 2026, we entered into a Stock Purchase Agreement with Bing Shao, a non-U.S. individual, and Edward, pursuant to which we agreed to sell, assign, transfer and deliver to Bing Shao 100% of the shares of common stock of Edward for an aggregate purchase price of $20,000. On April 1, 2026, the Company completed the disposition of Edward pursuant to the Stock Purchase Agreement.
On April 16, 2026, we entered into a Share Transfer Agreement with Leyan Yang, a non-U.S. individual, pursuant to which we agreed to acquire 100% of the issued and outstanding shares of Super International, a limited liability company incorporated under the laws of Hong Kong and primarily engaged in the international trading of large-scale industrial equipment and industrial construction - related supplies, for aggregate cash consideration of $4,980,000. Super International conducts its business through the sourcing, purchase and sale of large-scale industrial equipment in international markets and the coordination of related procurement, sales and delivery arrangements. On May 27, 2026, the Company completed the acquisition pursuant to the Share Transfer Agreement. As a result of the closing, Super International became a wholly owned subsidiary of the Company, and the international trading of large-scale industrial equipment became an additional business line operating alongside the Company’s logistics and warehousing business.
On August 21, 2026, we entered into a sales agreement (the “August 2026 Sales Agreement”) with Pacific Century Securities, LLC (“PCS”), acting as our sales agent, pursuant to which we may offer and sell, from time to time, shares of our Class A common stock, par value $0.0001 per share, having an aggregate offering price of up to $35,280,213.01 (the “August 2026 ATM Offering”). The shares are offered pursuant to a prospectus supplement dated August 21, 2026 to our registration statement on Form S-3 (Registration No. 333-281820), which was declared effective on September 6, 2024. As of the date of this Quarterly Report on Form 10-Q, we had sold an aggregate of approximately 196,850,000 shares of Class A common stock under the August 2026 ATM Offering, without giving effect to the September 2026 Reverse Stock Split described below. The aggregate gross proceeds, commissions, other offering expenses and net proceeds from these sales during the period were $14.2 million, $0.4 million, $1.3 million and $12.5 million, respectively.
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On September 15, 2026, we entered into a Membership Interest Purchase Agreement (the “JoyPak Purchase Agreement”) with Newland Asset Management LLC, a Delaware limited liability company (“Newland”), Redwing Capital LLC, a Texas limited liability company (“Redwing,” and together with Newland, the “Sellers”), and JoyPak Supply LLC, a Nevada limited liability company primarily engaged in the sale of consumer, beauty, personal care and other everyday-use products (“JoyPak”). Pursuant to the JoyPak Purchase Agreement, we agreed to purchase from the Sellers all of the issued and outstanding membership interests of JoyPak for an aggregate purchase price of $788,000, consisting of an initial payment of $88,000 payable within two business days following execution and a payment of $700,000 payable within two business days following closing. On October 7, 2026, we completed the acquisition pursuant to the JoyPak Purchase Agreement. As a result of the closing, JoyPak became a wholly owned subsidiary of the Company. JoyPak’s results of operations will be included in our consolidated financial statements beginning in the fourth quarter of 2026.
In addition, on October 9, 2026, we issued and sold 100,000 shares of Class B common stock to Huan Liu, our Chief Executive Officer, at $3.30 per share for aggregate gross proceeds of $330,000. See Note 18 — Subsequent Events.
April 2026 Reverse Stock Split
On February 3, 2026, our board of directors approved and adopted one or more potential amendments to the Certificate of Incorporation of the Company to effect one or more reverse stock splits of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share, consisting of Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share, at such ratio or ratios as may be determined by the board of directors in its sole discretion, provided that the aggregate ratio of all such reverse stock splits shall not exceed 1-for-500, to be effected at such time or times within 12 months following the approval of the Company’s stockholders.
On February 3, 2026, Fairview Eastern International Holdings Limited and Huan Liu, collectively holding shares of Class B common stock representing approximately 79.16% of the voting power of the issued and outstanding capital stock of the Company as of that date, approved and adopted the foregoing corporate action through a written consent in lieu of a special meeting of stockholders. Such stockholder approval became effective on March 10, 2026, 20 calendar days after the Company mailed the definitive information statement on Schedule 14C, which was filed with the SEC on February 13, 2026.
Following the approval of our stockholders, on March 23, 2026, our board of directors approved a reverse stock split of the common stock at a ratio of 1-for-200. To implement the reverse stock split, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware on March 24, 2026. The Certificate of Amendment became effective at 8:00 a.m., Eastern Time, on April 20, 2026.
Following such reverse stock split, every 200 shares of common stock outstanding were automatically combined into one new share of common stock. No fractional shares were issued in connection with the reverse stock split; any fractional shares resulting from the April 2026 Reverse Stock Split were rounded up to the nearest whole share. The par value per share of the common stock remained unchanged. Our Class A common stock started trading on a post-split basis on April 29, 2026, at which time the Class A common stock was assigned a new CUSIP number (16307X301). Additionally, at the effective time, proportionate adjustments were made to the Company’s Amended and Restated 2024 Stock Incentive Plan based on the April 2026 reverse stock split ratio, including adjustments to the number of shares available for awards and the exercise price of outstanding awards.
September 2026 Reverse Stock Split
On June 16, 2026, our board of directors approved and adopted potential amendments to our Certificate of Incorporation to effect one or more reverse stock splits of our issued and outstanding Class A common stock and Class B common stock at ratios to be determined by the board, subject to an aggregate ratio not exceeding 1-for-2,000 within eighteen months after stockholder approval. Holders of a majority of the voting power of the outstanding shares approved the proposed amendments by written consent on June 16, 2026. On August 11, 2026, our board of directors approved a 1-for-150 reverse stock split (the “September 2026 Reverse Stock Split”). We filed a Certificate of Amendment to our Certificate of Incorporation with the Delaware Secretary of State on September 15, 2026, which became effective at 8:00 a.m., Eastern Time, on September 21, 2026.
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At the effective time, every 150 outstanding shares of common stock were automatically combined into one share. No fractional shares were issued, and fractional entitlements were rounded up to the nearest whole share at the participant level. The par value remained $0.0001 per share. Our Class A common stock began trading on a split-adjusted basis on the Nasdaq Capital Market on September 28, 2026 under the existing symbol “CTNT” and new CUSIP number 16307X400. Proportionate adjustments were made to our Amended and Restated 2024 Stock Incentive Plan, including shares available for awards and exercise prices. On September 30, 2026, we reported approximately 1,332,087 shares of Class A common stock and 1,358 shares of Class B common stock outstanding after giving effect to the split and fractional share adjustments.
On October 7, 2026, we entered into a Securities Purchase Agreement with Huan Liu, our Chief Executive Officer, Interim Chief Financial Officer, director and Chairman of the Board of Directors, pursuant to which we agreed to issue and sell to him 100,000 shares of Class B common stock, par value $0.0001 per share, at a purchase price of $3.30 per share for aggregate gross proceeds of $330,000. The transaction closed on October 9, 2026. The shares were sold in a private placement as described in our Current Report on Form 8-K filed October 9, 2026.
Risks and Uncertainties
The Company is undergoing a transformation of its business model. As a company located in the U.S. and conducting business in the PRC, Hong Kong and other markets, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the U.S., the PRC, Hong Kong and other markets in which it operates, as well as by the general state of the relevant economies. The Company’s results may be adversely affected by changes in political, regulatory, economic, and social conditions in these markets.
Risks and uncertainties related to the Company’s business include the following:
| ● | The business shift from parallel-import vehicle sales to logistics and warehousing services and international trading may depend on factors relating to the business environment, operational management, market expansion and the successful integration and development of the Company’s acquired businesses; |
| ● | Government policies relating to ocean freight, international trade, customs and tariffs may reduce market demand for the Company’s logistics, warehousing and international trading businesses, increase the Company’s costs, or otherwise negatively affect the Company’s business and growth prospects; |
| ● | The Company’s businesses depend heavily on a limited number of customers and third-party transportation and labor providers; |
| ● | Any adverse change in political relations between the PRC and the U.S., including ongoing trade conflicts between the U.S. and the PRC, may negatively affect the Company’s business; and |
| ● | Competition in the logistics, warehousing and international trading industries, based on factors such as service quality, reliability, product availability and pricing, may limit the Company’s ability to expand its revenue, and the Company’s success in these areas will depend on its ability to develop and scale effective sales and operational capabilities. |
The Company’s business, financial condition, and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics, and other catastrophic incidents, which could significantly disrupt the Company’s operations.
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Results of Operations
The following table provides a summary of our consolidated results of operations for the three and nine months ended September 30, 2026 and 2025, highlighting the financial impact of both continuing and discontinued operations:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Change | | Nine Months Ended September 30, | | Change |
| ||||||||||||||||||||||
| | 2026 | | 2025 | | Amount | | % | | 2026 | | 2025 | | Amount | | % |
| ||||||||||||||
| | USD | | % | | USD | | % | | | | | | | USD | | % | | USD | | % | | | | | |
| ||||
Revenues | | $ | 3,557,805 | | 100.0 | % | $ | 361,935 | | 100.0 | % | $ | 3,195,870 | | 883.0 | % | $ | 4,519,414 | | 100.0 | % | $ | 1,195,860 | | 100.0 | % | $ | 3,323,554 | | 277.9 | % |
Cost of Revenues | | | 3,276,398 | | 92.1 | % | | 317,757 | | 87.8 | % | | 2,958,641 | | 931.1 | % | | 4,198,640 |
| 92.9 | % | | 1,060,526 |
| 88.7 | % | | 3,138,114 | | 295.9 | % |
Gross Profit | | | 281,407 | | 7.9 | % | | 44,178 | | 12.2 | % | | 237,229 | | 537.0 | % | | 320,774 | | 7.1 | % | | 135,334 | | 11.3 | % | | 185,440 | | 137.0 | % |
General and administration expenses | | | 1,089,114 | | 30.6 | % | | 801,263 | | 221.4 | % | | 287,851 | | 35.9 | % | | 2,746,233 | | 60.8 | % | | 2,607,087 | | 218.0 | % | | 139,146 | | 5.3 | % |
Impairment loss expenses | | | — | | — | % | | 731,307 | | 202.1 | % | | (731,307) | | (100.0) | % | | — | | — | % | | 731,307 | | 61.2 | % | | (731,307) | | (100.0) | % |
Share-based compensation expenses | | | 14,183 | | 0.4 | % | | 76,087 | | 21.0 | % | | (61,904) | | (81.4) | % | | 42,547 | | 0.9 | % | | 102,716 | | 8.6 | % | | (60,169) | | (58.6) | % |
Interest income, net | | | 391,271 | | 11.0 | % | | 236,927 | | 65.5 | % | | 154,344 | | 65.1 | % | | 792,609 | | 17.5 | % | | 700,373 | | 58.6 | % | | 92,236 | | 13.2 | % |
Other income, net | | | 666,508 | | 18.7 | % | | 12,902 | | 3.6 | % | | 653,606 | | 5,065.9 | % | | 1,669,286 | | 36.9 | % | | 42,658 | | 3.6 | % | | 1,626,628 | | 3,813.2 | % |
Gain(loss) on disposal of Edward | | | — | | — | % | | — | | — | % | | — | | — | % | | (297,610) | | (6.6) | % | | — | | — | % | | (297,610) | | (100.0) | % |
Other expense change in fair value of acquisition-related contingent consideration asset | | | (2,783,884) | | (78.2) | % | | — | | — | % | | (2,783,884) | | (100.0) | % | | (2,783,884) | | (61.6) | % | | — | | — | % | | (2,783,884) | | (100.0) | % |
(Loss) from continuing operations before tax provision | | | (2,547,995) | | (71.6) | % | | (1,314,650) | | (363.2) | % | | (1,233,345) | | 93.8 | % | | (3,087,605) | | (68.4) | % | | (2,562,745) | | (214.3) | % | | (524,860) | | 20.5 | % |
Income tax (benefits) | | | — | | — | % | | — | | — | % | | — | | — | % | | 5,610 | | 0.1 | % | | 18,342 | | 1.5 | % | | (12,732) | | (69.4) | % |
Loss from continuing operations | | | (2,547,995) | | (71.6) | % | | (1,314,650) | | (363.2) | % | | (1,233,345) | | 93.8 | % | | (3,093,215) | | (68.5) | % | | (2,581,087) | | (215.8) | % | | (512,128) | | 19.8 | % |
Loss from discontinued operations, net of tax | | | — | | — | % | | — | | — | % | | — | | — | % | | — | | — | % | | — | | — | % | | — | | — | % |
Net Loss | | $ | (2,547,995) | | (71.6) | % | $ | (1,314,650) | | (363.2) | % | $ | (1,233,345) | | 93.8 | % | $ | (3,093,215) | | (68.5) | % | $ | (2,581,087) | | (215.8) | % | $ | (512,128) | | 19.8 | % |
Comparison of the three months ended September 30, 2026 and 2025
Continuing Operations-Logistics and Warehousing Services
Revenues
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended September 30, | | Change |
| |||||||||||
| | 2026 | | 2025 | | Amount | | % |
| |||||||
| | USD | | % | | USD | | % | | | | | |
| ||
Revenues |
| | |
| |
| | |
| |
| | |
| | |
Revenues from Edward | | $ | — |
| — | % | $ | 41,935 |
| 11.6 | % | $ | (41,935) |
| (100.0) | % |
Revenues from TWEW | |
| — |
| — | % |
| 320,000 |
| 88.4 | % | $ | (320,000) |
| (100.0) | % |
Total revenues | | $ | — |
| — | % | $ | 361,935 |
| 100.0 | % | $ | (361,935) |
| (100.0) | % |
For the three months ended September 30, 2026, we reported revenue of $nil from logistics and warehousing services segment. Revenue from our logistics and warehousing services segment decreased by 100.0% to $nil for the three months ended September 30, 2026, compared to $361,935 for the same period in 2025.
Revenue from Edward decreased by 100% to $nil for the three months ended September 30, 2026, compared to $41,935 for the same period in 2025, primarily due to the disposition of Edward on April 1, 2026, after which Edward’s results are no longer included in our consolidated financial statements.
Revenue from TWEW decreased by 100% to $nil for the three months ended September 30, 2026, compared to $320,000 for the same period in 2025. The decrease was primarily due to the expiration of TWEW’s legacy customer service contracts during late 2025 and early 2026, which were not renewed on their original terms. As of the date of this report, TWEW is renegotiating logistics and labor services arrangements with customers that had business relationships with TWEW prior to its acquisition, and letters of intent and draft contracts with certain of these customers are in the process of being executed.
46
Cost of Revenues
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended September 30, | | Change |
| |||||||||||
| | 2026 | | 2025 | | Amount | | % |
| |||||||
| | USD | | % | | USD | | % | | | | | |
| ||
Cost of Revenues |
| | | | | | | | | | | | | | | |
Cost of Revenues from Edward | | $ | — | | — | % | $ | 27,757 | | 8.7 | % | $ | (27,757) | | (100.0) | % |
Cost of Revenues from TWEW | | | — | | — | % | | 290,000 | | 91.3 | % | $ | (290,000) | | (100.0) | % |
Total cost of revenues | | $ | — | | — | % | $ | 317,757 | | 100.0 | % | $ | (317,757) | | (100.0) | % |
For the three months ended September 30, 2026, total cost of revenues decreased to $nil from $317,757 for the same period in 2025, representing a $317,757 decrease, or 100%. Cost of revenues attributable to TWEW was $nil, compared to $290,000 for the same period in 2025, representing a $290,000 decrease, or 100%, consistent with the decrease of revenue.
Cost of revenues from Edward was $nil for the three months ended September 30, 2026, compared to $27,757 for the same period in 2025, representing a $27,757 decrease, or 100%, primarily due to the decrease of revenue.
Cost of revenues was mainly labor costs for TWEW and ocean freight service costs for Edward.
Operating Expenses
General and Administrative Expenses
| | | | | | | | | | | | |
| | Three Months Ended September 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
General and Administrative Expenses |
| | |
| | |
| | |
| | |
Payroll and Benefits | | $ | — | | $ | 14,831 | | $ | (14,831) | | (100.0) | % |
Rental and Leases | | | — | | | 46,031 | | | (46,031) | | (100.0) | % |
Travel and Entertainment | | | 58 | | | 203 | | | (145) | | (71.4) | % |
Insurance Expenses | | | — | | | 438 | | | (438) | | (100.0) | % |
Depreciation and Amortization Expenses | | | 15,000 | | | 31,328 | | | (16,328) | | (52.1) | % |
Others | | | 2,010 | | | 14,605 | | | (12,595) | | (86.2) | % |
Total General and Administrative Expenses | | $ | 17,068 | | $ | 107,436 | | $ | (90,368) | | (84.1) | % |
General and administrative expenses for the logistics and warehousing services segment decreased by $90,368, or 84.1%, to $17,068 for the three months ended September 30, 2026 from $107,436 for the three months ended September 30, 2025, primarily due to the disposition of Edward and the scale-back of TWEW’s operations, which reduced payroll and benefits and rental expenses to $nil. The residual balance consists principally of $15,000 of amortization of customer-relationship intangibles.
Continuing Operations- International Trading
Revenues
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended September 30, | | Change |
| |||||||||||
| | 2026 | | 2025 | | Amount | | % |
| |||||||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||||||
| | USD | | % | | USD | | % | | | | | |
| ||
Revenues |
| | |
| |
| | |
| |
| | |
| | |
Revenues from Super International | |
| 3,557,805 |
| 100.0 | % |
| — |
| — | % |
| 3,557,805 |
| 100.0 | % |
Total revenues | | $ | 3,557,805 |
| 100.0 | % | $ | — |
| — | % | $ | 3,557,805 |
| 100.0 | % |
For the three months ended September 30, 2026, we reported revenue of $3,557,805 from international trading segment, including $nil, of our total revenue from Cheetah and $3,557,805, or 100.0%, of our total revenue from Super International, which we acquired on May 27, 2026 and its results of operations have been included in our consolidated financial statements from the acquisition date. Accordingly, the increase reflects the addition of a new business line rather than organic growth of our existing operations.
47
Cost of Revenues
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended September 30, | | Change |
| |||||||||||
| | 2026 | | 2025 | | Amount | | % |
| |||||||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||||||
| | USD | | % | | USD | | % | | | | | |
| ||
Cost of Revenues |
| | |
| |
| | |
| |
| | |
| | |
Cost of Revenues from Super International | |
| 3,276,398 |
| 100.0 | % |
| — |
| — | % |
| 3,276,398 |
| 100.0 | % |
Total cost of revenues | | $ | 3,276,398 |
| 100.0 | % | $ | — |
| — | % | $ | 3,276,398 |
| 100.0 | % |
For the three months ended September 30, 2026, total cost of revenues increased to $3,276,398 from $nil for the same period in 2025, representing a $3,276,398 increase, or 100.0%, consistent with the corresponding revenue, resulting in a gross margin of 7.9% for the segment.
Cost of revenues mainly consisted of the purchase cost of construction machinery and related equipment.
Operating Expenses
General and Administrative Expenses
| | | | | | | | | | | | |
| | Three Months Ended September 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||
General and Administrative Expenses |
| | |
| | |
| | |
| | |
Others | |
| 23,349 | |
| — | |
| 23,349 | | 100.0 | % |
Total General and Administrative Expenses | | $ | 23,349 | | $ | — | | $ | 23,349 | | 100.0 | % |
General and administrative expenses for the Company’s continuing operations - international trading segment increased by $23,349, or 100.0%, to $23,349 for the three months ended September 30, 2026 from $nil for the three months ended September 30, 2025, reflect a full quarter of Super International’s administrative costs due to the new operation under Super International.
Continuing Operations - Corporate Unallocated Operating Adjustments
Operating Expenses
General and Administrative Expenses
| | | | | | | | | | | | |
| | Three Months Ended September 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % | | |||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||
General and Administrative Expenses |
| | |
| | |
| | |
| | |
Payroll and Benefits | | $ | 216,877 | | $ | 277,343 | | $ | (60,466) |
| (21.8) | % |
Rental and Leases | |
| 132,631 | |
| 156,447 | |
| (23,816) |
| (15.2) | % |
Travel and Entertainment | |
| 58,030 | |
| 24,509 | |
| 33,521 |
| 136.8 | % |
Legal and Accounting Fees | |
| 129,554 | |
| 110,941 | |
| 18,613 |
| 16.8 | % |
Insurance Expenses | |
| 49,193 | |
| 49,420 | |
| (227) |
| (0.5) | % |
Depreciation and Amortization Expenses | |
| 6,625 | |
| 6,625 | |
| — |
| — | % |
Recruiting Expenses | |
| 979 | |
| 2,509 | |
| (1,530) |
| (61.0) | % |
Others | |
| 454,808 | |
| 66,033 | |
| 388,775 |
| 588.8 | % |
Total General and Administrative Expenses | | $ | 1,048,697 | | $ | 693,827 | | $ | 354,870 |
| 51.1 | % |
48
General and administrative expenses for the Company’s continuing operations- corporate unallocated operating adjustments segment increased by $354,870, or 51.1%, to $1,048,697 for the three months ended September 30, 2026 from $693,827 for the three months ended September 30, 2025. The increase was primarily due to (i) an increase of $388,775 in other general and administrative expenses and (ii) an increase of $33,521 in travel and entertainment expenses and (iii) an increase of $18,613 in legal and accounting fees, partially offset by (i) a decrease of $60,466 in payroll and benefits and (ii) a decrease of $23,816 in rental and leases.
Share-based compensation expenses
| | | | | | | | | | | | |
| | Three Months Ended September 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
| | (Unaudited) | | (Unaudited) | | | | | | | ||
(Unaudited) Share-based compensation expenses | | $ | 14,183 | | $ | 76,087 | | $ | (61,904) | | (81.4) | % |
Share-based compensation expenses were $14,183 and $76,087 for the three months ended September 30, 2026 and 2025, respectively, representing a $61,904 decrease, or 81.4%.
See also Note 12 – Stock Based Compensation for more details in our Consolidated Financial Statements included in this quarterly report.
Other Income (Expenses), net
| | Three Months Ended September 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
| | (Unaudited) | | (Unaudited) | | | | | | | ||
Interest income | | $ | 398,232 | | $ | 244,776 | | $ | 153,456 | | 62.7 | % |
| | | | | | | | | | | | |
Interest expenses: | | | | | | | | | | | | |
Loan Interest expense | | | (6,140) | | | (6,594) | | | (454) | | (6.9) | % |
Credit Card Interest | | | (2) | | | (385) | | | (383) | | (99.5) | % |
Premium Finance Interest | | | (819) | | | (870) | | | (51) | | (5.9) | % |
Total Interest expenses | | | (6,961) | | | (7,849) | | | (888) | | (11.3) | % |
Other income, net | | | 666,508 | | | 12,902 | | | 653,606 | | 5,065.9 | % |
Other expense change in fair value of acquisition-related contingent consideration asset | | | (2,783,884) | | | — | | | (2,783,884) | | (100.0) | % |
Total other income, net | | $ | (1,726,105) | | $ | 249,829 | | $ | (1,975,934) | | (790.9) | % |
Interest income from continuing operations was $398,232 for the three months ended September 30, 2026, compared to $244,776 for the three months ended September 30, 2025, representing a $153,456 increase or 62.7%. The increase was primarily due to the deployment of the proceeds from our February 2026 private placement and our at-the-market offerings into short-term loans to third parties, which increased our loan receivable balance.
Interest expense incurred from our continuing operations was $6,961 for the three months ended September 30, 2026, which decreased by $888, or 11.3%, from $7,849 for the three months ended September 30, 2025, primarily due to the continued amortization of our long-term borrowings and lower credit card and premium finance interest.
Net other income from continuing operations was $666,508 for the three months ended September 30, 2026, compared to $12,902 for the three months ended September 30, 2025, representing a $653,606 increase or 5,065.9%. The change was primarily due to an unrealized foreign exchange gain of approximately $652,422 arising from the remeasurement, at the September 30, 2026 spot exchange rate, of the RMB 280,000,000 receivable from withdrawal of investment deposit. That receivable is denominated in Renminbi and is remeasured at each reporting date with changes recognized in earnings in accordance with ASC 830. The gain is unrealized and non-cash, and would reverse if the Renminbi were to weaken against the U.S. dollar prior to settlement.
Receivable from withdrawal of investment deposit of $41,762,995 represents the U.S. dollar equivalent, translated at the September 30, 2026 spot rate, of RMB 280,000,000 contributed by Naiside to a PRC investment fund in January 2026 and repayable in full by Shanghai Kesheng on or before December 30, 2026 under the First Amendment to the Termination Agreement dated August 10, 2026. The receivable is denominated in Renminbi and is remeasured at each reporting date, with unrealized foreign exchange gains and losses
49
recognized in earnings. During the three months ended September 30, 2026, we recognized an unrealized foreign exchange gain of approximately $652,422 on this receivable. Excluding that non-cash gain, we would have incurred a loss from continuing operations before income taxes of approximately $3,200,417 for the three months ended September 30, 2026. No allowance for credit losses has been recorded against this receivable
Other expense from the change in fair value of acquisition-related contingent consideration asset was $2,783,884 for the three months ended September 30, 2026, compared to $nil for the three months ended September 30, 2025.
Income Tax (Benefits)
Our income tax provision for continuing operations was $nil for the three months ended September 30, 2026, compared with income tax provision of $nil for the same period in 2025.
Net Income (loss)
As a result of the above factors, we had net loss of $2,547,995 from our continuing operations for the three months ended September 30, 2026, compared to net loss of $1,314,650 for the same period of 2025.
Discontinued Operations -Parallel- Import vehicle Business
As disclosed in Note 6 – Discontinued Operations, our Board approved the discontinuation of our parallel-import vehicle business on March 3, 2025. The Company fully exited its parallel-import vehicle business during the year ended December 31, 2024. The Company did not generate any income or incur any expenses from discontinued operations for the three months ended September 30, 2026.
Comparison of the nine months ended September 30, 2026 and 2025
Continuing Operations-Logistics and Warehousing Services
Revenues
| | | | | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, | | Change |
| |||||||||||
| | 2026 | | 2025 | | Amount | | % |
| |||||||
| | USD | | % | | USD | | % | | | | | |
| ||
Revenues | | | | | | | | | | | | | | | | |
Revenues from Edward | | $ | 39,700 | | 42.8 | % | | 157,134 | | 13.1 | % | $ | (117,434) | | (74.7) | % |
Revenues from TWEW | |
| 53,000 | | 57.2 | % | | 1,038,726 | | 86.9 | % | | (985,726) | | (94.9) | % |
Total revenues | | $ | 92,700 | | 100.0 | % | $ | 1,195,860 | | 100.0 | % | $ | (1,103,160) | | (92.2) | % |
For the nine months ended September 30, 2026, we reported revenue of $92,700 from logistics and warehousing services segment, including $39,700, or 42.8%, of our total revenue from Edward, which we acquired in February 2024, and $53,000, or 57.2%, of our total revenue from TWEW, which we acquired in December 2024.
Revenue from Edward decreased by 74.7% to $39,700 for the nine months ended September 30, 2026, compared to $157,134 for the same period in 2025. The change was primarily due to the discontinuation of customer contracts and disposal of Edward.
Revenue from TWEW decreased by 94.9% to $53,000 for the nine months ended September 30, 2026, compared to $1,038,726 for the same period in 2025, primarily due to the expiration of TWEW’s legacy customer service contracts, as described above.
50
Cost of Revenues
| | | | | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, | | Change |
| |||||||||||
| | 2026 | | 2025 | | Amount | | % |
| |||||||
| | USD | | % | | USD | | % | | | | | |
| ||
Cost of Revenues | | | | | | | | | | | | | | | | |
Cost of Revenues from Edward | | $ | 19,833 | | 27.2 | % | $ | 95,364 | | 9.0 | % | $ | (75,531) | | (79.2) | % |
Cost of Revenues from TWEW | |
| 53,000 | | 72.8 | % | | 965,162 | | 91.0 | % | $ | (912,162) | | (94.5) | % |
Total cost of revenues | | $ | 72,833 | | 100.0 | % | $ | 1,060,526 | | 100.0 | % | $ | (987,693) | | (93.1) | % |
For the nine months ended September 30, 2026, total cost of revenues decreased to $72,833 from $1,060,526 for the same period in 2025, representing a $987,693 decrease, or 93.1%.
Cost of revenues from Edward was $19,833, or 27.2% of total cost of revenues for the nine months ended September 30, 2026, compared to $95,364 for the same period in 2025, representing a $75,531 decrease, or 79.2%, consistent with the corresponding disposal of Edward.
Cost of revenues attributable to TWEW was $53,000, representing 72.8% of total cost of revenues for the nine months ended September 30, 2026, compared to $965,162 for the same period in 2025, representing a $912,162 decrease, or 94.5%, consistent with the decrease of revenue.
Cost of revenues was mainly labor costs for TWEW and ocean freight service costs for Edward.
Operating Expenses
General and Administrative Expenses
| | | | | | | | | | | | |
| | Nine Months Ended September 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
|
| (Unaudited) |
| (Unaudited) | | | | | | | ||
General and Administrative Expenses |
| | |
| | |
| | |
| | |
Payroll and Benefits | | $ | 14,521 | | $ | 75,361 | | $ | (60,840) | | (80.7) | % |
Rental and Leases | |
| 46,031 | | | 138,092 | | | (92,061) | | (66.7) | % |
Travel and Entertainment | |
| 629 | | | 617 | | | 12 | | 1.9 | % |
Insurance Expenses | |
| 289 | | | 1,379 | | | (1,090) | | (79.0) | % |
Depreciation and Amortization Expenses | |
| 56,768 | | | 93,985 | | | (37,217) | | (39.6) | % |
Others | |
| 55,519 | | | 44,072 | | | 11,447 | | 26.0 | % |
Total General and Administrative Expenses | | $ | 173,757 | | $ | 353,506 | | $ | (179,749) | | (50.8) | % |
General and administrative expenses for the Company’s continuing operations-logistics and warehousing services segment decreased by $179,749, or 50.8%, to $173,757 for the nine months ended September 30, 2026 from $353,506 for the nine months ended September 30, 2025. The change was primarily due to less expenditure of payrolls and rents due to the disposal of a subsidiary.
Continuing Operations- International Trading
Revenues
| | | | | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, | | Change |
| |||||||||||
| | 2026 | | 2025 | | Amount | | % |
| |||||||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||||||
| | USD | | % | | USD | | % | | | | | |
| ||
Revenues |
| | |
| |
| | |
| |
| | |
| | |
Revenues from Cheetah | | $ | 208,909 | | 4.7 | % | $ | — | | — | % | $ | 208,909 | | 100.0 | % |
Revenues from Super International | |
| 4,217,805 | | 95.3 | % | | — | | — | % | | 4,217,805 | | 100.0 | % |
Total revenues | | $ | 4,426,714 | | 100.0 | % | $ | — | | — | % | $ | 4,426,714 | | 100.0 | % |
51
For the nine months ended September 30, 2026, we reported revenue of $4,426,714 from international trading segment, including $208,909, or 4.7%, of our total revenue from Cheetah, and $4,217,805, or 95.3%, of our total revenue from Super International, which we acquired on May 27, 2026, primarily due to the acquisition of international trading business.
Cost of Revenues
| | | | | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, | | Change |
| |||||||||||
| | 2026 | | 2025 | | Amount | | % |
| |||||||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||||||
| | USD | | % | | USD | | % | | | | | |
| ||
Cost of Revenues |
| | |
| |
| | |
| |
| | |
| | |
Cost of Revenues from Cheetah | | $ | 199,409 | | 4.8 | % | $ | — | | — | % | $ | 199,409 | | 100.0 | % |
Cost of Revenues from Super International | |
| 3,926,398 | | 95.2 | % | | — | | — | % | | 3,926,398 | | 100.0 | % |
Total cost of revenues | | $ | 4,125,807 | | 100.0 | % | $ | — | | — | % | $ | 4,125,807 | | 100.0 | % |
For the nine months ended September 30, 2026, total cost of revenues increased to $4,125,807 from $nil for the same period in 2025, representing a $4,125,807 increase, or 100.0%.
Cost of revenues attributable to Cheetah was $199,409, representing 4.8% of total cost of revenues for the nine months ended September 30, 2026, compared to $nil for the same period in 2025, representing a $199,409 increase, or 100.0%, consistent with the corresponding increase in revenue from Cheetah.
Cost of revenues from Super International was $3,926,398, or 95.2% of total cost of revenues for the nine months ended September 30, 2026, compared to $nil for the same period in 2025, representing a $3,926,398 increase, or 100.0%, consistent with the corresponding increase in revenue from Super International.
Operating Expenses
General and Administrative Expenses
| | | | | | | | | | | | |
| | Nine Months Ended September 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||
General and Administrative Expenses | | | | | | | | | | | | |
Others | |
| 43,433 | | | — | | | 43,433 | | 100.0 | % |
Total General and Administrative Expenses | | $ | 43,433 | | $ | — | | $ | 43,433 | | 100.0 | % |
General and administrative expenses for the Company’s continuing operations-international trading segment increased by $43,433, or 100.0%, to $43,433 for the nine months ended September 30, 2026 from $nil for the nine months ended September 30, 2025. The change was primarily due to daily expenditure of our newly acquired entity.
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Continuing Operations- Corporate Unallocated Operating Adjustments
Operating Expenses
General and Administrative Expenses
| | | | | | | | | | | | |
| | Nine Months Ended September 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||
General and Administrative Expenses |
| | |
| | |
| | |
| | |
Payroll and Benefits | | $ | 633,172 | | $ | 833,087 | | $ | (199,915) | | (24.0) | % |
Rental and Leases | |
| 398,572 | | | 480,644 | | | (82,072) | | (17.1) | % |
Travel and Entertainment | |
| 144,234 | | | 86,142 | | | 58,092 | | 67.4 | % |
Legal and Accounting Fees | |
| 354,065 | | | 453,904 | | | (99,839) | | (22.0) | % |
Insurance Expenses | |
| 150,192 | | | 186,019 | | | (35,827) | | (19.3) | % |
Depreciation and Amortization Expenses | |
| 19,875 | | | 19,875 | | | — | | — | % |
Recruiting Expenses | |
| 4,363 | | | 8,983 | | | (4,620) | | (51.4) | % |
Others | |
| 824,570 | | | 184,927 | | | 639,643 | | 345.9 | % |
Total General and Administrative Expenses | | $ | 2,529,043 | | $ | 2,253,581 | | $ | 275,462 | | 12.2 | % |
General and administrative expenses for the Company’s continuing operations- corporate unallocated operating adjustments segment increased by $275,462, or 12.2%, to $2,529,043 for the nine months ended September 30, 2026 from $2,253,581 for the nine months ended September 30, 2025. The change was primarily due to increased consulting fee related to our company’s general development partially offset by decreased payrolls and professional fees as a public company.
Share-based compensation expenses
| | | | | | | | | | | | |
| | Nine Months Ended September 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||
(Unaudited) Share-based compensation expenses | | $ | 42,547 | | $ | 102,716 | | $ | (60,169) | | (58.6) | % |
Share-based compensation expenses were $42,547 and $102,716 for the nine months ended September 30, 2026 and 2025, respectively, representing a $60,169 decrease, or 58.6%.
See also Note 12 – Stock Based Compensation for more details in our Consolidated Financial Statements included in this quarterly report.
Other Income (Expenses), net
| | Nine Months Ended September 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
| | (Unaudited) | | (Unaudited) | | | | | |
| ||
Interest income | | $ | 814,069 | | $ | 725,094 | | $ | 88,975 | | 12.3 | % |
| | | | | | | | | | | | |
Interest expenses: | |
| | | | | | | | | | |
Loan Interest expense | |
| (18,673) | | | (20,000) | | | (1,327) | | (6.6) | % |
Credit Card Interest | |
| (495) | | | (847) | | | (352) | | (41.6) | % |
Premium Finance Interest | |
| (2,292) | | | (3,874) | | | (1,582) | | (40.8) | % |
Total Interest expenses | | | (21,460) | | | (24,721) | | | (3,261) | | (13.2) | % |
Other income | | | 1,669,286 | | | 42,658 | | | 1,626,628 | | 3,813.2 | % |
Gain (loss) on disposal of Edward | | | (297,610) | | | — | | | (297,610) | | (100.0) | % |
Other expense change in fair value of acquisition-related contingent consideration asset | | | (2,783,884) | | | — | | | (2,783,884) | | (100.0) | % |
Total other income, net | | $ | (619,599) | | $ | 743,031 | | $ | 1,362,630 | | (183.4) | % |
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Interest income from continuing operations was $814,069 for the nine months ended September 30, 2026, compared to $725,094 for the nine months ended September 30, 2025, representing an $88,975 increase or 12.3%. Although our loan receivable balance increased from $7,430,111 at December 31, 2025 to $29,471,513 at September 30, 2026, the increase in interest income was proportionately smaller because (i) the majority of the 2026 loans were originated between April and August 2026 and therefore accrued interest for only part of the period, and (ii) loans originated in 2026 bear interest at 5.0% per annum, compared with 8.0% to 12.0% per annum on the portfolio outstanding during 2025.
Interest expense incurred from our continuing operations was $21,460 for the nine months ended September 30, 2026, which decreased by $3,261, or 13.2%, from $24,721 for the nine months ended September 30, 2025, primarily due to lower average outstanding balances under our long-term borrowings and premium finance arrangements.
Net other income from continuing operations was $1,669,286 for the nine months ended September 30, 2026, compared to $42,658 for the nine months ended September 30, 2025, representing a $1,626,628 increase or 3,813.2%. The change was primarily due to an unrealized foreign exchange gain of approximately $1,631,708 arising from the remeasurement of the RMB 280,000,000 receivable from withdrawal of investment deposit at period-end spot exchange rates.
During the nine months ended September 30, 2026, the Company recognized an unrealized foreign exchange gain of approximately $1,631,708 related to the receivable arising from the withdrawal of the investment deposit. Excluding this non-cash gain, the Company would have incurred a loss from continuing operations before income taxes of approximately $4,719,313 for the nine months ended September 30, 2026.
Other expense from the change in fair value of acquisition-related contingent consideration asset was $2,783,884 for the nine months ended September 30, 2026, compared to $nil for the nine months ended September 30, 2025.
Income Tax (Benefits)
Our income tax provision for continuing operations was $5,610 for the nine months ended September 30, 2026, compared with income tax provision of approximately $18,342 for the same period in 2025.
Net Loss
As a result of the above factors, we had net loss of $3,093,215 from our continuing operations for the nine months ended September 30, 2026, compared to net loss of $2,581,087 for the same period in 2025.
Discontinued Operations -Parallel- Import vehicle Business
As disclosed in Note 6 – Discontinued Operations, our Board approved the discontinuation of our parallel-import vehicle business on March 3, 2025. The Company fully exited its parallel-import vehicle business during the year ended December 31, 2024. The Company did not generate any income or incur any expenses from discontinued operations for the nine months ended September 30, 2026.
Liquidity and Capital Resources
Historically, our primary uses of cash have been to finance working capital needs. We believe that we will be able to fund current operations and other commitments for at least the next 12 months from operating cash flow and proceeds from the capital infusion which were held in our cash and cash equivalents.
We may, however, require additional cash resources due to changes in business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could result in additional dilution to stockholders. The incurrence of indebtedness would result in additional debt service obligations and could result in operating and financial covenants that would restrict operations. Financing may not be available in amounts or on terms acceptable to us, or at all.
As of September 30, 2026, we had current assets of $88.5 million, consisting of cash and cash equivalents of $14.5 million, $0.4 million of accounts receivable, $29.5 million in loan receivables, $1.3 million of other receivables, $1.0 million of prepaid expenses and other current assets, and $41.8 million of receivable from withdrawal of investment deposit from continuing operations. Our current liabilities,
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all of which related to continuing operations, totaled approximately $1.4 million, consisting of $0.4 million of accounts payable, $0.4 million of operating lease liabilities, $0.3 million of other payables, $0.2 million of the current portion of long-term borrowings, due to a related party and loan payable from Premium Finance. The Company also had $0.5 million of long-term borrowings payable.
The following table summarizes our cash flows for the nine months ended September 30, 2026 and 2025, with continuing operations and discontinued operations presented separately:
| | | | | | |
| | Nine Months Ended September 30, | ||||
| | 2026 | | 2025 | ||
Net cash provided by (used in) operating activities | | $ | (2,543,247) | | $ | 733,780 |
Cash used in operations-continuing operations | | | (2,543,247) | | | (1,806,721) |
Cash provided by operations-discontinued operations | | | — | | | 2,540,501 |
Net cash used in investing activities | | | (67,239,062) | | | (2,214,816) |
Cash used in investing activities-continuing operations | | | (67,239,062) | | | (2,214,816) |
Net cash provided by (used in) financing activities | | | 84,022,934 | | | (16,237) |
Cash provided by (used in) financing activities-continuing operations | | | 84,022,934 | | | (16,237) |
Effect of exchange rate fluctuation on cash | | | (9,228) | | | 3 |
Net (decrease) increase in cash | | $ | 14,231,397 | | $ | (1,497,270) |
Operating Activities
Net cash used in operating activities from continuing operations was $2.5 million for the nine months ended September 30, 2026. The negative cash flow primarily reflected (i) a net loss of $3.1 million, (ii) an increase of $0.6 million in prepaid expenses and other current assets, (iii) a decrease of $0.4 million in accounts payable, (iv) a decrease of $0.4 million in operating lease liabilities, (v) a decrease of $0.3 million in other payables and other current liabilities, (vi) the accrual of $0.2 million of non-cash interest income on loans receivable, and (vii) a non-cash unrealized foreign exchange gain of $1.6 million on the receivable from withdrawal of investment deposit. These outflows were partially offset by (i) non-cash charges consisting of $2.8 million of change in fair value of acquisition-related contingent consideration asset, $0.4 million of amortization of operating lease right-of-use assets, $0.3 million for the loss on disposal of Edward, (ii) a decrease of $0.4 million in accounts receivable and (iii) other individually immaterial items.
Net cash used in operating activities from continuing operations was $1.8 million for the nine months ended September 30, 2025. The negative cash flow was primarily due to (i) a net loss of $2.6 million during the nine months ended September 30, 2025, and (ii) an increase of $0.6 million in other receivables, partially offset by (iii) an impairment loss on goodwill and intangible assets of $0.7 million, (iv) an increase of $0.2 million in other payables and other current liabilities, and (v) an increase of $0.4 million in amortization of operating lease right-of-use assets and intangible assets
Net cash used in operating activities from discontinued operations was $nil for the nine months ended September 30, 2026.
Net cash provided by operating activities from discontinued operations was $2.5 million for the nine months ended September 30, 2025, primarily due to the collection of $2.5 million in accounts receivable resulting from vehicle sales.
Investing Activities
Net cash used in investing activities from continuing operations was approximately $67.2 million for the nine months ended September 30, 2026, including (i) $40.1 million paid in connection with the limited partnership investment made by Naiside in January 2026 (RMB 280,000,000), which was reclassified to a receivable from withdrawal of investment deposit upon termination of the partnership agreement on June 30, 2026, (ii) $28.7 million short-term loans receivable from third parties, (iii) $5.1 million in acquisition of business, and offset by (iv) $6.7 million of repayment received on those loans.
Net cash used in investing activities from continuing operations was $2.2 million for the nine months ended September 30, 2025, including (i) $3.4 million in short-term loans receivable from third parties, and offset by (ii) $1.2 million in proceeds of repayment from those loans.
Cash flows from investing activities related to discontinued operations for the nine months ended September 30, 2026 and 2025 were $nil and $nil, respectively.
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Financing Activities
Net cash provided by financing activities from continuing operations was $84.0 million for the nine months ended September 30, 2026, which consisted of (i) net proceeds of $40,140,000 from a private placement, (ii) net proceeds of $43,470,256 from issuances of Class A common stock under an at-the-market offering, and (iii) proceeds of $400,000 from the issuance of Class B common stock pursuant to a stock subscription agreement, and (iv) net proceeds of $40,865 from premium financing obligations, partially offset by (v) net repayments of long-term borrowings of $28,187.
Net cash used in financing activities from continuing operations was $16,237 for the nine months ended September 30, 2025, which consisted of (i) proceeds from premium finance of $196,300, offset by (ii) repayment of premium finance of $185,678, and (iii) net repayment of long-term borrowings of $26,859.
Cash flows from financing activities related to discontinued operations for the nine months ended September 30, 2026 and 2025 were $nil and $nil, respectively.
March 2026 ATM Offering
On March 31, 2026, the Company entered into a Sales Agreement with AC Sunshine Securities LLC, pursuant to which the Company could offer and sell, from time to time, shares of its Class A Common Stock having an aggregate offering price of up to $100,000,000 through an “at-the-market” offering program. The following “Use of Proceeds” information relates to the at-the-market offering program (the “ATM Offering”) established pursuant to the registration statement on Form S-3 (Registration Number 333-281820), which was declared effective by the SEC on September 6, 2024 and a prospectus supplement filed with the SEC on April 2, 2026. Under the ATM Offering, we could offer and sell shares of our Class A Common Stock from time to time, for an aggregate offering price of up to $70,000,000, through AC Sunshine Securities LLC, acting as our sales agent (the “Sales Agent”). We agreed to pay the Sales Agent a commission of 3.0% of the aggregate gross proceeds from each sale of shares under the ATM Offering.
On June 26, 2026, we and the Sales Agent entered into a Mutual Termination Agreement, pursuant to which we mutually agreed to terminate the Sales Agreement dated March 31, 2026, effective as of the close of business on June 26, 2026. The Company effected a 1-for-200 reverse stock split that became effective at 8:00 a.m., Eastern Time, on April 20, 2026, and the Company’s Class A common stock began trading on a split-adjusted basis on April 29, 2026. Prior to the effectiveness of such reverse stock split, we sold an aggregate of 355,000,000 shares of Class A common stock, representing 11,834 shares after giving effect to both the April 2026 and September 2026 reverse stock splits. From April 29, 2026 through June 18, 2026, we sold an additional 1,000,000 shares, representing 6,667 shares after giving effect to the September 2026 reverse stock split. Accordingly, prior to the termination of the Sales Agreement, we sold an aggregate of 18,500 shares of Class A common stock, after giving effect to both reverse stock splits.
We incurred approximately $3.7 million in expenses in connection with the ATM Offering, including $3.6 million in expenses paid to or for the account of the Sales Agent, commissions and clearing fees, and $0.1 million in other expenses. None of the offering expenses consisted of payments to any directors or officers of the Company or their associates, any persons owning 10% or more of our equity securities, or any of our affiliates. As of the date of this quarterly report, after deducting offering expenses, we received net proceeds of approximately $30.9 million from the ATM Offering, of which approximately $3.5 million was used to acquire Super International. None of such net proceeds were paid, directly or indirectly, to any of our directors or officers or their associates, any person owning 10% or more of our equity securities, or any of our affiliates.
The August 2026 ATM Offering
On August 21, 2026, the Company entered into the August 2026 Sales Agreement with PCS, acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, shares of its Class A Common Stock having an aggregate offering price of up to $35,280,213.01.
The shares of Class A Common Stock are offered and sold pursuant to a prospectus supplement dated August 21, 2026 and filed with the SEC on August 24, 2026, to the Company’s registration statement on Form S-3 (Registration No. 333-281820), which was declared effective by the SEC on September 6, 2024. Subject to the terms and conditions of the August 2026 Sales Agreement, PCS will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable laws and regulations, and the rules of the Nasdaq Capital Market, to sell shares of Class A Common Stock from time to time based upon the Company’s instructions.
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As of September 25, 2026, the Company had sold an aggregate of approximately 196,850,000 shares of Class A Common Stock under the August 2026 ATM Offering, without giving effect to the 1-for-150 reverse stock split that became market effective on September 28, 2026.
We have incurred approximately $1.7 million in expenses in connection with the August 2026 ATM Offering, including $0.4 million in commissions and other expenses paid to or for the account of PCS and $1.3 million in other offering expenses. As of the date of this report, after deducting offering expenses, we received net proceeds of approximately $12.5 million from the August 2026 ATM Offering, of which approximately $788,000 was used for Joypak acquisition.
Off-Balance Sheet Arrangements
We do not currently have any off-balance sheet financing arrangements as defined under the rules and regulations of the SEC, or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions, and estimates that affect the amounts reported. Note 2, “Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the Annual Report describe the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements. There have been no material changes to the Company’s critical accounting estimates since the Annual Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, we are not required to provide this information.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our principal executive and principal financial officers, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2026 and determined that the disclosure controls and procedures were ineffective at a reasonable assurance level as of such date.
Changes in Internal Control Over Financial Reporting
No changes occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the quarter ended September 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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CHEETAH NET SUPPLY CHAIN SERVICE INC.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Natasha Yuryevna Ovsepyan has commenced an action in the Delaware Court of Chancery against the Company and Huan Liu, the Company’s Chief Executive Officer, interim Chief Financial Officer, member of the Company’s board of directors and Chairman of the Company’s board of directors, C.A. No. 2026-1355-NAC, seeking injunctive relief concerning the Company’s October 2026 issuance of Class B Common Stock to Mr. Liu. The Company and Mr. Liu believe the claims are without merit and intend to defend the action vigorously. On October 21, 2026, Plaintiff’s requests for emergency injunctive relief were denied but her request for expedited proceedings was granted. As of the date of this 10-Q, this action remains pending before the Court and is heading toward a preliminary injunction proceeding scheduled for November 18, 2026. No final determination on the merits has been made.
On October 14, 2026, Natasha Yuryevna Ovsepyan commenced an action under 8 Del. C. § 220 in the Delaware Court of Chancery against the Company, C.A. No. 2026-1358-DH, seeking to inspect certain books and records of the Company. The Company believes that it has satisfied its obligations under 8 Del. C. § 220 and that the remaining claims are without merit. The Company and Ms. Ovsepyan have reached and agreement in principle to resolve this action, but as of the date of this 10-Q, this action remains pending and no case schedule has been established. To the extent a final settlement is not reached, the Company intends to defend the action vigorously.
Item 1A. Risk Factors
As a smaller reporting company, we are not required to provide the information required by this item. However, we are voluntarily providing the following risk factors disclosure for the convenience of investors. The risk factors set forth below supplement and should be read together with the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 20, 2026.
We may not receive the full amount of the RMB 280 million receivable from withdrawal of investment deposit when due or at all, which could materially and adversely affect our liquidity and financial condition.
On June 30, 2026, Naiside and Shanghai Kesheng Investment Management Co., Ltd. terminated the partnership agreement under which Naiside had contributed RMB 280,000,000 to a PRC venture capital fund. Under the first amendment to the termination agreement dated August 10, 2026, Shanghai Kesheng is required to repay the full RMB 280,000,000 to Naiside in a single lump-sum payment on or before December 30, 2026. As of September 30, 2026, the amount due was recorded as a receivable from withdrawal of investment deposit of approximately $41.8 million.
Although the repayment obligation is contractual, our ability to collect the receivable depends on Shanghai Kesheng’s ability and willingness to satisfy its obligations when due. We cannot assure you that the full amount will be repaid by December 30, 2026 or that we will ultimately recover the receivable in full. Any delay, default or other deterioration in collectability could require us to record an allowance for expected credit losses or otherwise recognize a loss, and could reduce the amount of cash available to fund our operations, acquisitions and other strategic initiatives.
Because the receivable represents a significant portion of our assets, a material delay in collection or failure to recover all or a substantial portion of the receivable could materially and adversely affect our liquidity, financial condition, results of operations and ability to execute our business strategy, and could adversely affect the market price of our Class A common stock.
The consent solicitation initiated by Takeover Time Group, and any related actions, could disrupt our business, has caused and may continue to cause us to incur substantial costs, and create uncertainty that may adversely affect our business, financial condition, results of operations, and growth prospects.
Takeover Time Group has initiated a solicitation of written stockholder consents seeking to fix the size of the Board at five directors, remove all of the Company’s current directors without cause, and replace them with the five Takeover Time nominees (the “Takeover Time Consent Solicitation”). Responding to the Takeover Time Consent Solicitation has required, and is expected to continue to require, a significant commitment of Company resources, and may result in disruptions to the operation of our logistics and warehousing and international trading businesses and the execution of our strategic plans. We have incurred, and expect to continue to incur, substantial legal, advisory, solicitation, tabulation, printing and related costs in connection with the Takeover Time Consent Solicitation and our
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response to it, which costs are not subject to a predictable limit and could be material. The Takeover Time Consent Solicitation and any related publicity or proxy contest could also disrupt our relationships with customers, suppliers, lenders, employees and investors, make it more difficult to attract and retain personnel, and create perceived uncertainty regarding our future direction. If stockholders holding the requisite voting power deliver valid, unrevoked consents within the period permitted under Delaware law, some or all of our current directors could be removed and replaced, which could result in a change in a majority of our Board, a change in our management and strategic direction, and the occurrence of a “change of control” or similar event under agreements, plans or arrangements to which we are a party. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, and growth prospects and the trading price of our Class A common stock.
Our solicitation of consent revocations in response to the Takeover Time Consent Solicitation will cause us to incur additional costs, and there is no assurance that it will succeed in defeating the Takeover Time Consent Solicitation.
In response to the Takeover Time Consent Solicitation, we have commenced a solicitation asking our stockholders to revoke, or to decline to grant, consents sought by Takeover Time Group (the “Consent Revocation Solicitation”). Under Delaware law, a consent is generally revocable at any time before consents representing sufficient voting power to take the proposed action have been validly delivered to us within the applicable 60-day period. The Consent Revocation Solicitation will cause us to incur additional legal, advisory, solicitation and printing costs and will place further demands on the time and attention of our management and Board. We can give no assurance that the Consent Revocation Solicitation will be successful. Whether a sufficient number of stockholders decline to consent, or revoke consents previously given, is outside our control and depends on factors including the concentration and voting behavior of our stockholders, the recommendations of proxy advisory firms, and prevailing market and sentiment conditions. If the Takeover Time Consent Solicitation nonetheless obtains the requisite consents, we may contest the validity or effectiveness of the consents or the proposed actions under Delaware law, and any such dispute or related litigation could require significant additional time and expense, create prolonged uncertainty as to the composition of our Board and leadership, and cause significant disruption to our governance and operations. The costs and distraction associated with the Consent Revocation Solicitation, and any resulting disputes, could have a material adverse effect on our business, financial condition, results of operations, and growth prospects regardless of the ultimate outcome.
The consent solicitation contest may increase the volatility of our Class A common stock and impair our ability to execute our strategy and to raise capital on acceptable terms.
The pendency and ultimate outcome of the Takeover Time Consent Solicitation and our Consent Revocation Solicitation are uncertain, and this uncertainty, together with any speculation regarding a potential change in control or change in the composition of our Board and management, may cause the trading price of our Class A common stock to fluctuate significantly and to trade on a basis unrelated to our operating performance. We have historically relied on equity financings, including at-the-market offerings and private placements, to fund our operations, and we have disclosed conditions that raise doubts about our ability to continue as a going concern. Volatility or weakness in our stock price, and the distraction and uncertainty created by the consent solicitation contest, could impair our ability to raise capital when needed and on acceptable terms, could complicate or delay strategic initiatives, acquisitions and integration efforts, and could affect our ability to maintain compliance with the continued listing standards of the Nasdaq Capital Market. In addition, a change in a majority of our Board or in our management resulting from the Takeover Time Consent Solicitation could lead to changes in our business strategy, capital allocation and operations, the effects of which cannot be predicted and could be adverse to us and to holders of our Class A common stock.
Pending litigation brought by Ms. Natasha Ovsepyan could impact the October Class B Shares Issuance, change the voting power required to adopt the Takeover Time Proposals, and create substantial uncertainty as to the outcome of the consent solicitation.
Ms. Ovsepyan has commenced an action in the Delaware Court of Chancery against the Company and Huan Liu, C.A. No. 2026-1355-NAC (the “Chancery Action”), seeking injunctive relief concerning the Company’s October 2026 issuance of 100,000 shares of Class B Common Stock to Mr. Liu (the “October Class B Shares Issuance”) On October 21, 2026, the Court denied Ms. Ovsepyan’s request for emergency injunctive relief but granted her request for expedited proceedings, and the Chancery Action remains pending, with a preliminary injunction proceeding scheduled for November 18, 2026. No final determination on the merits has been made. The Company and Mr. Liu believe the claims are without merit and intend to defend both matters vigorously, but we can give no assurance as to the outcome. If a court in the Chancery Action invalidates, rescinds, enjoins the voting of, or otherwise affects the October Class B Shares Issuance or the voting power entitled to act by written consent, the voting power required to adopt the Takeover Time Proposals could change materially; for example, if the court were to determine that the October Class B Shares Issuance and the associated 1,500,000
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votes may not be counted, the number of consents required to adopt the Takeover Time Proposals would decrease to 676,229 votes. Any such ruling could require the Company to recalculate the outstanding voting power, re-tabulate the consents and consent revocations, and disclose revised results, and could materially increase the likelihood that control of the Company changes hands. The litigation has caused, and is expected to continue to cause, the Company to incur substantial legal and related costs, and may result in an adverse judgment, including the costs or expenses associated with such a judgment. The existence, outcome and timing of the litigation are uncertain and largely outside our control, and an adverse ruling could have a material adverse effect on our governance, business, financial condition, results of operations and growth prospects, and the trading price of our Class A common stock.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
On October 20, 2026, Takeover Time 2026 LLC, Natasha Yuryevna Ovsepyan, Jourdan Pierce Matthews, Walter Franklin Harris, Carol Grimes and Yan Qin (collectively, the “Takeover Time Group”) filed a definitive consent statement with the Securities and Exchange Commission pertaining to a consent solicitation (the “Takeover Time Consent Solicitation”). The purpose of the Takeover Time Consent Solicitation is to remove and replace the Company’s entire Board of Directors by written consent, without a meeting of stockholders. Takeover Time is soliciting written consents to one integrated action, divided into three mutually conditioned proposals, that would (1) fix the number of directorships at five, (2) remove, without cause, all five of the Company’s current directors (and any director added before the action becomes effective, other than Takeover Time’s own nominees), and (3) elect Takeover Time’s five nominees to fill the resulting five directorships. None of the three proposals becomes effective unless all three are approved.
On October 27, 2026, the Company filed a preliminary consent revocation statement (the “Company’s Consent Revocation Statement”) with the Securities and Exchange Commission to respond to the Takeover Time Consent Solicitation and explain the Company’s strategy and the oversight of the Company’s Board of Directors as well as to set out the Board’s plan to continue improving the Company’s performance, controls and governance. On November 5, 2026, the Company filed an amended preliminary consent revocation statement with the SEC. On November 13, 2026, the Company filed its definitive consent revocation statement with the SEC. The Company’s Consent Revocation Statement informs the Company’s shareholders that they may revoke their consent at any time before the consents become effective by signing, dating and returning the white consent revocation card enclosed in the Company’s Revocation Statement and further encouraging shareholders to submit the Company’s white consent revocation card even if they have not returned a consent card to make their opposition known and to assist the Company in tracking the status of the solicitation. The definitive consent revocation statement and the accompanying WHITE consent revocation card are expected to be first mailed or made available to stockholders on or about November 20, 2026.
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Item 6. Exhibits
The exhibits listed below are filed or furnished, as applicable, with this Quarterly Report on Form 10-Q or incorporated by reference as indicated.
Index to Exhibits
Exhibit | | | | Incorporated by Reference | ||||||
Number | | Exhibit Title | | Form | | File | | Exhibit | | Filing Date |
| | | | | | | | | | |
2.1 | | Plan of Conversion | | 8-K | | 001-41761 | | 2.1 | | February 3, 2026 |
| | | | | | | | | | |
3.1 | | Certificate of Incorporation | | 8-K | | 001-41761 | | 3.2 | | February 3, 2026 |
| | | | | | | | | | |
3.2 | | Certificate of Amendment to Certificate of Incorporation | | 8-K | | 001-41761 | | 3.1 | | April 24, 2026 |
| | | | | | | | | | |
3.3 | | Certificate of Conversion | | 8-K | | 001-41761 | | 3.1 | | February 3, 2026 |
| | | | | | | | | | |
3.4 | | Bylaws | | 8-K | | 001-41761 | | 3.3 | | February 3, 2026 |
| | | | | | | | | | |
3.5 | | Certificate of Amendment to the Certificate of Incorporation, effective September 21, 2026 | | 8-K | | 001-41761 | | 3.1 | | September 23, 2026 |
| | | | | | | | | | |
4.1 | | Specimen Stock Certificate | | 10-K | | 001-41761 | | 4.1 | | March 20, 2026 |
| | | | | | | | | | |
10.1 | | Share Transfer Agreement, dated as of April 16, 2026, by and between the Company and Leyan Yang | | 8-K | | 001-41761 | | 10.1 | | April 16, 2026 |
| | | | | | | | | | |
10.2 | | Loan Agreement dated April 23, 2026, by and between the Company and Hongkong Sanyou Petroleum Co Limited | | 10-Q | | 001-41761 | | 10.11 | | May 14, 2026 |
| | | | | | | | | | |
10.3 | | Loan Agreement dated April 27, 2026, by and between the Company and Hongkong Sanyou Petroleum Co Limited | | 10-Q | | 001-41761 | | 10.12 | | May 14, 2026 |
| | | | | | | | | | |
10.4 | | Loan Agreement dated April 1, 2026, by and between the Company and Hongkong Sanyou Petroleum Co Limited | | 10-Q | | 001-41761 | | 10.13 | | May 14, 2026 |
| | | | | | | | | | |
10.5 | | Resignation Agreement dated June 4, 2026 by and between the Company and Cindy Tang | | 8-K | | 001-41761 | | 10.1 | | June 4, 2026 |
| | | | | | | | | | |
10.6 | | Securities Purchase Agreement dated June 15, 2026 by and between the Company and Huan Liu | | 8-K | | 001-41761 | | 10.1 | | June 22, 2026 |
| | | | | | | | | | |
10.7 | | Mutual Termination Agreement, dated June 26, 2026, by and between Cheetah Net Supply Chain Service Inc. and AC Sunshine Securities LLC. | | 8-K | | 001-41761 | | 10.1 | | June 29, 2026 |
| | | | | | | | | | |
10.8 | | English Translation of the Termination Agreement relating to the Partnership Agreement dated June 30, 2026, by and between Shanghai Kesheng Investment Management Co., Ltd. and Naiside (Shenzhen) International Trading Co., Ltd. | | 10-Q | | 001-41761 | | 10.8 | | August 13, 2026 |
| | | | | | | | | | |
10.9 | | English Translation of the First Amendment to the Termination Agreement relating to the Partnership Agreement dated August 10, 2026, by and between Shanghai Kesheng Investment Management Co., Ltd. and Naiside (Shenzhen) International Trading Co., Ltd. | | 10-Q | | 001-41761 | | 10.9 | | August 13, 2026 |
| | | | | | | | | | |
10.10 | | Loan Agreement dated May 14, 2026, by and between the Company and Hongkong Sanyou Petroleum Co Limited | | 10-Q | | 001-41761 | | 10.10 | | August 13, 2026 |
| | | | | | | | | | |
10.11 | | Loan Agreement dated May 21, 2026, by and between the Company and Hongkong Sanyou Petroleum Co Limited | | 10-Q | | 001-41761 | | 10.11 | | August 13, 2026 |
| | | | | | | | | | |
10.12 | | Loan Agreement dated May 11, 2026, by and between the Company and Asia Finance Investment Limited | | 10-Q | | 001-41761 | | 10.12 | | August 13, 2026 |
| | | | | | | | | | |
10.13 | | Loan Agreement dated May 21, 2026, by and between the Company and Asia Finance Investment Limited | | 10-Q | | 001-41761 | | 10.13 | | August 13, 2026 |
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| | | | | | | | | | |
10.14 | | Loan Agreement dated June 26, 2026, by and between the Company and Asia Finance Investment Limited | | 10-Q | | 001-41761 | | 10.14 | | August 13, 2026 |
| | | | | | | | | | |
10.15 | | Loan Extension Agreement effective as of June 13, 2026, by and between the Company and Asia Finance Investment Limited | | 10-Q | | 001-41761 | | 10.15 | | August 13, 2026 |
| | | | | | | | | | |
10.16 | | Loan Extension Agreement effective as of June 26, 2026, by and between the Company and Asia Finance Investment Limited | | 10-Q | | 001-41761 | | 10.16 | | August 13, 2026 |
| | | | | | | | | | |
10.17 | | Purchase Agreement dated June 9, 2026, by and between the Company and Eurosun Holdings Inc | | 10-Q | | 001-41761 | | 10.17 | | August 13, 2026 |
| | | | | | | | | | |
10.18 | | Purchase Agreement dated June 10, 2026, by and between Super International Trading Limited and Yichang Holding Co., Ltd. | | 10-Q | | 001-41761 | | 10.18 | | August 13, 2026 |
| | | | | | | | | | |
10.19 | | Sales Agreement dated June 15, 2026, by and between Super International Trading Limited and Rapid Proceed Limited. | | 10-Q | | 001-41761 | | 10.19 | | August 13, 2026 |
| | | | | | | | | | |
10.20 | | Sales Agreement dated June 18, 2026, by and between the Company and Holywud (HK) Technology Co., Limited | | 10-Q | | 001-41761 | | 10.20 | | August 13, 2026 |
| | | | | | | | | | |
10.21 | | Stock Purchase Agreement dated March 25, 2026, by and among the Company, Bing Shao, and Edward Transit Express Group, Inc. | | 8-K | | 001-41761 | | 10.1 | | March 25, 2026 |
| | | | | | | | | | |
10.22 | | Sales Agreement, dated August 21, 2026, by and between the Company and Pacific Century Securities, LLC | | 8-K | | 001-41761 | | 10.1 | | August 26, 2026 |
| | | | | | | | | | |
10.23 | | Membership Interest Purchase Agreement, dated September 15, 2026, by and among the Company, Newland Asset Management LLC, Redwing Capital LLC and JoyPak Supply LLC | | 8-K | | 001-41761 | | 10.1 | | September 15, 2026 |
| | | | | | | | | | |
10.24 | | Securities Purchase Agreement, dated October 7, 2026, by and between the Company and Huan Liu | | 8-K | | 001-41761 | | 10.1 | | October 9, 2026 |
| | | | | | | | | | |
10.25 | | Loan Agreement dated July 2, 2026, by and between the Company and Asia Finance Investment Limited | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
10.26 | | Loan Agreement dated August 27, 2026, by and between the Company and Asia Finance Investment Limited | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
31.1 | | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
31.2 | | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
32.1* | | Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | — | | — | | — | | Furnished herewith |
| | | | | | | | | | |
32.2* | | Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | — | | — | | — | | Furnished herewith |
| | | | | | | | | | |
101.INS | | Inline XBRL Instance Document | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | — | | — | | — | | Filed herewith |
| | | | | | | | | | |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | — | | — | | — | | Filed herewith |
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* | In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act. |
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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: November 13, 2026
| | Cheetah Net Supply Chain Service Inc. | |
| | | |
| | By: | /s/ Huan Liu |
| | | Huan Liu |
| | | Chief Executive Officer and Interim Chief Financial Officer |
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