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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): March 25, 2026
Cheetah Net Supply Chain Service Inc.
(Exact name of registrant as specified in its charter)
| Delaware | |
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 Definitive Agreement.
On
March 25, 2026, Cheetah Net Supply Chain Service Inc., a Delaware
corporation (the “Seller” or the “Company”), entered into a Stock Purchase Agreement (the “Stock Purchase
Agreement”) with Bing Shao, a non-U.S. individual (the “Buyer”), and Edward Transit Express Group, Inc., a California
corporation and a wholly owned subsidiary of the Seller (the “Subsidiary”).
The
Subsidiary is engaged in the business of ocean package transportation and freight forwarding services, and as of the date of the
Stock Purchase Agreement, the Seller owned 10,000 shares of common stock, par value $0.01 per share, of the Subsidiary, which constituted
all of the issued and outstanding shares of common stock of the Subsidiary (the “Shares”).
Pursuant
to the Stock Purchase Agreement, the Seller agreed to sell, assign, transfer, and deliver to the Buyer, and the Buyer agreed to purchase
from the Seller, the Shares, free and clear of any liens other than transfer restrictions imposed by applicable securities laws, for an
aggregate purchase price of $20,000 (the “Purchase Price”), payable by the Buyer to the Seller in cash at the closing. The
closing of the transaction is expected to occur on a date within 20 calendar days after the execution of the Stock Purchase Agreement,
as mutually agreed by the parties. The Company entered into the transaction to streamline its operations and reduce the potential
adverse impact of the Subsidiary’s operations on the Company’s results of operations, and to enable the Company to focus on
pursuing new strategic acquisition opportunities.
In connection with the Stock Purchase Agreement,
the Seller is required to execute and deliver a support and restrictive covenant agreement, substantially in the form attached as Exhibit
A to the Stock Purchase Agreement (the “Support and Restrictive Covenant Agreement”). Pursuant to the Support and Restrictive
Covenant Agreement, the Seller agreed, among other things, not to directly or indirectly make, publish, or communicate any statement that
disparages or defames or could reasonably be expected to impugn the personal or professional character, reputation, or integrity of the
Buyer or any of its affiliates or subsidiaries, including the Subsidiary, or any of their representatives, customers, clients, suppliers,
investors, or other associated third parties, or their businesses, business practices, prospects, products, or services. The Buyer agreed
to a reciprocal non-disparagement obligation with respect to the Seller and its affiliates and their respective representatives, businesses,
business practices, prospects, products, or services. The non-disparagement obligations do not apply to statements made in connection
with a dispute pursuant to the Support and Restrictive Covenant Agreement or the Stock Purchase Agreement or to testimony required by
legal proceedings. In addition, the Seller provided a general release of claims against the Subsidiary and its directors, officers, employees,
agents, and affiliates relating to the Seller’s role as a shareholder of the Subsidiary arising prior to the closing, subject to
certain exceptions.
The foregoing description of the Stock Purchase
Agreement and the Support and Restrictive Covenant Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of such agreements, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form
8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Exhibit |
| 10.1 |
|
Stock Purchase Agreement, dated as of March 25, 2026, by and among Cheetah Net Supply Chain Service Inc., Bing Shao, and Edward Transit Express Group, Inc. |
| 10.2 |
|
Support and Restrictive Covenant Agreement, dated as of March 25, 2026, by and among Cheetah Net Supply Chain Service Inc., Bing Shao, and Edward Transit Express Group, Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Cheetah Net Supply Chain Service Inc. |
| |
|
|
| Date: March 25, 2026 |
By: |
/s/ Huan Liu |
| |
|
Huan Liu |
| |
|
Chief Executive Officer, Director, and Chairman of the Board of Directors
(Principal Executive Officer) |