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Cheetah Net (NASDAQ: CTNT) sells freight subsidiary Edward Transit for $20,000

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(High)
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Form Type
8-K

Rhea-AI Filing Summary

Cheetah Net Supply Chain Service Inc. entered into a stock purchase agreement on March 25, 2026 to sell all 10,000 issued and outstanding shares of its wholly owned subsidiary, Edward Transit Express Group, Inc., to individual buyer Bing Shao for a cash purchase price of $20,000 at closing. The subsidiary provides ocean package transportation and freight forwarding services. Closing is expected within 20 calendar days of signing, on a date mutually agreed by the parties.

The company states it is divesting this business to streamline operations, reduce the potential adverse impact of the subsidiary’s operations on its results, and focus on new strategic acquisition opportunities. As part of the deal, the parties agreed to mutual non-disparagement covenants and the company granted a general release of claims relating to its role as shareholder of the subsidiary, subject to specified exceptions.

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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)

 

 

 

FAQ

What transaction did Cheetah Net Supply Chain Service Inc. (CTNT) disclose?

Cheetah Net disclosed an agreement to sell all shares of its wholly owned subsidiary, Edward Transit Express Group, Inc., to individual buyer Bing Shao for $20,000 in cash, with closing expected within 20 calendar days of the March 25, 2026 agreement.

What business is Cheetah Net’s subsidiary Edward Transit Express Group, Inc. involved in?

Edward Transit Express Group, Inc. is engaged in ocean package transportation and freight forwarding services. Cheetah Net owned 10,000 shares of its common stock, representing all issued and outstanding shares, which are being sold as part of this transaction.

Why is Cheetah Net selling Edward Transit Express Group, Inc.?

Cheetah Net states it is selling the subsidiary to streamline operations, reduce the potential adverse impact of the subsidiary’s operations on its results of operations, and allow the company to focus on pursuing new strategic acquisition opportunities going forward.

What is the purchase price and payment method in Cheetah Net’s sale of its subsidiary?

The purchase price for all 10,000 shares of Edward Transit Express Group, Inc. is $20,000. The agreement specifies that this amount will be paid by the buyer, Bing Shao, to Cheetah Net in cash at the closing of the transaction.

When is the closing of Cheetah Net’s subsidiary sale expected to occur?

The closing is expected to occur on a date within 20 calendar days after execution of the Stock Purchase Agreement on March 25, 2026, with the exact date to be mutually agreed by Cheetah Net, the buyer, and the subsidiary.

What non-disparagement obligations are included in Cheetah Net’s agreements?

Under a Support and Restrictive Covenant Agreement, Cheetah Net and the buyer agreed to mutual non-disparagement obligations, limiting statements that could harm each other’s reputation or business, with carve-outs for dispute-related statements and legally required testimony.

Did Cheetah Net provide any release of claims in connection with the sale?

Yes. Cheetah Net provided a general release of claims against the subsidiary and its directors, officers, employees, agents, and affiliates relating to Cheetah Net’s role as shareholder of the subsidiary for matters arising before closing, subject to specified exceptions in the agreement.

Filing Exhibits & Attachments

5 documents
Cheetah Net Supply Chain Service Inc.

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Integrated Freight & Logistics
Wholesale-motor Vehicles & Motor Vehicle Parts & Supplies
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