Cheetah Net (NASDAQ: CTNT) inks $4.98M deal for Hong Kong equipment trader

Rhea-AI Filing Summary

Cheetah Net Supply Chain Service Inc. entered into a Share Transfer Agreement to acquire 100% of Super International Trading Limited, a Hong Kong company trading large-scale industrial equipment. The aggregate cash consideration is approximately $4.98 million, including a $1.5 million refundable deposit paid before due diligence.

The closing is expected within three months of April 16, 2026, subject to board approvals, required consents, satisfactory due diligence, and no material adverse change at the target. Post-closing, the target must achieve at least $10 million in annual revenue for three years, with cash compensation owed by the seller for any shortfall.

The agreement also includes a five-year performance incentive under which Cheetah Net will provide the seller additional cash or equivalent consideration shares if the target’s annual revenue exceeds $10 million, calculated as described in the agreement. Cheetah Net will assume only specified liabilities that are recorded in agreed financial statements or expressly disclosed and accepted.

Insights

Cross-border M&A and small-cap logistics analyst

Cheetah Net is pursuing a targeted $4.98M acquisition with revenue-linked earn-out terms.

Cheetah Net plans to acquire Super International Trading Limited for approximately $4.98 million, adding a Hong Kong-based industrial equipment trading business. The structure uses a $1.5 million refundable deposit and defers part of economics into performance-based mechanisms rather than pure upfront cash.

The three-year performance commitment sets a minimum annual revenue of $10 million, with cash compensation from the seller if the target underperforms. A separate five-year incentive offers additional cash or shares when revenue exceeds $10 million, aligning the seller’s interests with post-closing growth while introducing contingent payment obligations for the buyer.

Closing remains subject to customary conditions, including board approvals, due diligence, regulatory consents, and no material adverse change as of April 16, 2026. Actual impact will depend on completion of closing and the target’s ability to meet the revenue thresholds set out in the Share Transfer Agreement.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Aggregate consideration: $4.98 million cash Refundable deposit: $1.5 million Revenue commitment threshold: $10 million per year +2 more

5 metrics

Aggregate consideration $4.98 million cash Purchase price for 100% of Super International Trading Limited

Refundable deposit $1.5 million Paid before due diligence and credited toward consideration at closing

Revenue commitment threshold $10 million per year Minimum annual revenue for the target during three-year post-closing commitment

Incentive threshold $10 million per year Revenue level above which five-year performance incentive is calculated

Expected closing window Within three months From April 16, 2026 execution of Share Transfer Agreement

Key Terms

Material Definitive Agreement, Share Transfer Agreement, refundable deposit, material adverse change, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Share Transfer Agreement financial

"entered into a Share Transfer Agreement (the "Share Transfer Agreement")"

A share transfer agreement is a legal contract that records the sale or assignment of ownership in a company’s shares from one party to another, spelling out how many shares, the price, any conditions, and steps needed to complete the transfer. It matters to investors because it legally changes who owns and controls the shares, can affect voting rights, company value and liquidity, and sets protections or obligations that influence investment risk and future returns.

refundable deposit financial

"inclusive of a refundable deposit of $1.5 million to be paid"

material adverse change regulatory

"the absence of any material adverse change with respect to the Target Company"

A material adverse change is a significant, unexpected deterioration in a company's financial health, operations, or future prospects that meaningfully reduces its value or ability to meet obligations. It matters to investors because it can change valuations, activate legal protections in contracts, pause or cancel transactions, and signal higher risk—like discovering a large leak in a boat that forces everyone to decide whether it’s safe to keep sailing together.

performance commitment financial

"a three-year post-Closing performance commitment, pursuant to which the Target Company's annual revenue"

performance incentive financial

"a five-year post-Closing performance incentive, pursuant to which the Company will be obligated"

A performance incentive is a financial reward—such as cash bonuses, stock grants, or extra pay—given to managers or employees when they reach specific targets like profits, revenue, or stock performance. It matters to investors because these rewards steer how leaders make decisions: they can align management with shareholders by encouraging growth, or they can increase costs or dilute shares if incentives are large or poorly structured, much like a commission that changes how a salesperson behaves.

Understanding 8-K Material Events →

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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): April 16, 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 April 16, 2026 Cheetah Net Supply Chain Service Inc., a Delaware corporation (the "Transferee" or the "Company"), entered into a Share Transfer Agreement (the "Share Transfer Agreement") with Leyan Yang, a non-U.S. individual (the "Transferor"), pursuant to which the Transferee agreed to acquire from the Transferor 100% of the issued shares of Super International Trading Limited (the "Target Company"), a limited liability company incorporated under the laws of Hong Kong primarily engaged in the trading of large-scale industrial equipment (the “Transaction”).

Pursuant to the Share Transfer Agreement, the aggregate cash consideration for the share transfer is approximately $4.98 million, inclusive of a refundable deposit of $1.5 million to be paid prior to the commencement of due diligence and credited toward the total consideration at the closing of the Transaction (the “Closing”). The Closing is expected to occur within three months of the execution of the Share Transfer Agreement, subject to satisfaction of customary closing conditions, including the board of directors’ approval of each party, receipt of all required governmental and regulatory consents, satisfactory completion of due diligence, and the absence of any material adverse change with respect to the Target Company or its assets.

The Share Transfer Agreement also provides for (i) a three-year post-Closing performance commitment, pursuant to which the Target Company's annual revenue shall not be less than $10 million, with any shortfall giving rise to a cash compensation obligation of the Transferor calculated in accordance with the formula set forth in the Share Transfer Agreement; and (ii) a five-year post-Closing performance incentive, pursuant to which the Company will be obligated to provide the Transferor with additional cash or equivalent consideration shares for annual revenue of the Target Company exceeding $10 million, calculated in accordance with the method described in the Share Transfer Agreement.

Upon the Closing, the Company will assume only those liabilities of the Target Company that are (i) reflected in the Target Company’s financial statements as of a date to be agreed upon by the parties, or (ii) otherwise expressly disclosed to and accepted by the Company in the Share Transfer Agreement.

The foregoing description of the Share Transfer Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 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		Share Transfer Agreement, dated as of April 16, 2026, by and between Cheetah Net Supply Chain Service Inc. and Leyan Yang.
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: April 16, 2026	By:	/s/ Huan Liu
		Huan Liu
		Chief Executive Officer, Director, and Chairman of the Board of Directors (Principal Executive Officer)

FAQ

What acquisition did Cheetah Net (CTNT) announce on April 16, 2026?

Cheetah Net (CTNT) agreed to acquire 100% of Super International Trading Limited, a Hong Kong company trading large-scale industrial equipment. The deal is governed by a Share Transfer Agreement signed April 16, 2026, with closing subject to customary approvals and due diligence.

What is the purchase price for Cheetah Net (CTNT)’s acquisition of Super International Trading Limited?

The aggregate cash consideration is approximately $4.98 million. This amount includes a $1.5 million refundable deposit paid before due diligence, which will be credited toward the total consideration at closing if the transaction is completed under the agreed terms.

When is Cheetah Net (CTNT)’s acquisition of Super International Trading Limited expected to close?

Closing is expected within three months of the April 16, 2026 Share Transfer Agreement. It depends on board approvals, required governmental and regulatory consents, satisfactory completion of due diligence, and no material adverse change in the target or its assets.

What performance commitments are tied to Cheetah Net (CTNT)’s acquisition of Super International Trading Limited?

For three years after closing, the target must generate at least $10 million in annual revenue. Any shortfall triggers a cash compensation obligation from the seller, calculated using a formula described in the Share Transfer Agreement between Cheetah Net and the seller.

How does the performance incentive work in Cheetah Net (CTNT)’s acquisition structure?

For five years after closing, Cheetah Net must provide additional cash or equivalent consideration shares to the seller when the target’s annual revenue exceeds $10 million. The amount of this incentive is calculated under methods detailed in the Share Transfer Agreement.

Which liabilities will Cheetah Net (CTNT) assume in the Super International Trading Limited acquisition?

Upon closing, Cheetah Net will assume only liabilities reflected in the target’s financial statements as of a mutually agreed date, or those expressly disclosed to and accepted by Cheetah Net in the Share Transfer Agreement, limiting unanticipated obligations.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 162.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB