Cheetah Net (NASDAQ: CTNT) plans $40.14M offshore stock sale to non-U.S. buyers

Rhea-AI Filing Summary

Cheetah Net Supply Chain Service Inc. entered stock purchase agreements with non-U.S. investors to sell 33,450,000 Class A common shares for an aggregate $40.14 million in an unregistered Regulation S offering. These shares will be sold to purchasers who are not U.S. persons and are not buying for the benefit of any U.S. person.

Closing depends on the company satisfying applicable North Carolina corporate law requirements, or Delaware law if a planned reincorporation is approved, and, if required, obtaining Nasdaq approval after submitting a Listing of Additional Shares Notification. Company management will have sole discretion over how the offering proceeds are used.

Positive

• Raises $40.14 million of new equity capital through a Regulation S stock sale to non-U.S. investors, providing additional funding with management retaining full discretion over how to deploy the proceeds.

Negative

• Significant new share issuance of 33,450,000 Class A shares will expand the company’s equity base, which can dilute existing shareholders’ ownership percentages once the transaction closes.

Insights

Equity Capital Markets Analyst

Cheetah Net plans a sizable offshore equity raise that brings cash but dilutes existing holders.

Cheetah Net agreed to sell 33,450,000 Class A shares for $40.14 million through Regulation S to non-U.S. investors. This adds new equity capital without using SEC registration, relying instead on offshore placement rules and investor representations about non-U.S. status.

The deal’s closing is conditioned on complying with the North Carolina Business Corporation Act or, if stockholders approve, Delaware corporate law, and, where required, on Nasdaq approval after a Listing of Additional Shares Notification. These conditions mean completion depends on corporate actions and exchange review rather than being immediately effective.

Management retains sole discretion over how the $40.14 million in proceeds will be used, so future disclosures will clarify whether funds support growth, working capital, or other purposes. The issuance increases the share count, so the balance between improved liquidity and dilution will be important as subsequent reports quantify post-closing capital structure.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2026

Cheetah Net Supply Chain Service Inc.

(Exact name of registrant as specified in its charter)

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

8707 Research Drive, Irvine, California		92618
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 740-7799

N/A

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

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definite Agreement.

On January 27, 2026, Cheetah Net Supply Chain Service Inc. (the “Company”) entered into certain stock purchase agreements (the “SPAs”) with certain investors (the “Purchasers”), pursuant to which the Company agreed to sell, and the Purchasers agreed to purchase, severally and not jointly, an aggregate of 33,450,000 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Shares”) in an aggregate amount of $40.14 million (the “Offering”).

The Shares to be issued in the Offering are not subject to the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation S promulgated thereunder.

The SPAs contain customary representations and warranties of the Company and the Purchasers, indemnification obligations of the Purchasers, and other obligations and rights of the parties. Additionally, the closing of the Offering is conditioned upon the consummation of certain matters by the Company, including (i) complying with all applicable requirements of the North Carolina Business Corporation Act in connection with the execution and performance by the Company in connection with the SPAs, and, if the Company has reincorporated as a corporation organized under the laws of the State of Delaware pursuant to approval by the Company’s stockholders at the Company’s special meeting of stockholders scheduled to be held on January 30, 2026, complying with all applicable requirements of the General Corporation Law of the State of Delaware in connection with the SPAs; and (ii) if required by the Nasdaq Listing Rules, submitting a Listing of Additional Shares Notification Form to Nasdaq and obtaining the approval by Nasdaq of the transactions contemplated thereby.

The foregoing description of the SPAs does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the SPAs, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its entirety. The Shares will be issued in a transaction not subject to registration requirement under the Securities Act in reliance on Regulation S promulgated thereunder. The Purchasers have represented that they are not residents of the United States and are not “U.S. persons” as defined in Rule 902(k) of Regulation S under the Securities Act and are not acquiring the Shares for the account or benefit of any U.S. person. The management of the Company will have sole and absolute discretion concerning the use of the proceeds from the Offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit  Number		Exhibit
10.1		Form of Stock Purchase Agreement by and between the Company and the Purchasers
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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.

	Cheetah Net Supply Chain Service Inc.
Date: January 29, 2026	By:	/s/ Huan Liu
		Huan Liu
		Chief Executive Officer, Director, and Chairman of the Board of Directors (Principal Executive Officer)

FAQ

What did Cheetah Net Supply Chain Service Inc. (CTNT) announce in this 8-K?

Cheetah Net entered stock purchase agreements to sell 33,450,000 Class A shares for $40.14 million in a Regulation S offering to non-U.S. investors, raising new equity capital while avoiding SEC registration requirements for this transaction.

How much money will Cheetah Net (CTNT) raise and how many shares are involved?

The company agreed to sell an aggregate of 33,450,000 Class A common shares for total consideration of $40.14 million. This transaction represents a sizable equity financing designed to bring in additional cash from offshore investors.

What type of offering is Cheetah Net (CTNT) conducting in this transaction?

Cheetah Net is conducting an unregistered Regulation S equity offering, selling Class A common stock to purchasers who are not U.S. persons and who are not acquiring the shares for the account or benefit of any U.S. person, relying on offshore exemptions.

Who are the investors buying Cheetah Net (CTNT) shares in this deal?

The buyers are described as non-U.S. investors under Regulation S. They represented that they are not residents of the United States, are not “U.S. persons” under Rule 902(k), and are not purchasing the shares for any U.S. person’s account or benefit.

What conditions must be met before Cheetah Net’s (CTNT) stock sale closes?

Closing requires the company to comply with North Carolina corporate law, or Delaware law if reincorporation is approved, and, if Nasdaq rules require, to submit a Listing of Additional Shares Notification and obtain Nasdaq approval of the additional shares.

How will Cheetah Net (CTNT) use the $40.14 million in offering proceeds?

The company states that management will have sole and absolute discretion over how the offering proceeds are used. No specific allocation is detailed, leaving future disclosures to explain whether funds support growth initiatives, working capital, or other corporate purposes.

Does this Cheetah Net (CTNT) transaction affect existing shareholders?

The planned issuance of 33,450,000 new Class A shares increases the total equity base, which can dilute existing shareholders’ ownership percentages. The trade-off is that the company receives $40.14 million of additional capital from offshore investors.