Cheetah Net (NASDAQ: CTNT) sells 33.45M new shares to non-U.S. investors

Rhea-AI Filing Summary

Cheetah Net Supply Chain Service Inc. reported that it closed a private stock sale to non‑U.S. investors. On February 12, 2026, the company issued 33,450,000 shares of Class A common stock in a Regulation S offering for aggregate gross proceeds of $40.14 million. The purchasers represented that they are not residents of the United States and are not U.S. persons, and the shares were issued without Securities Act registration under the Regulation S exemption.

Insights

Capital markets analyst

Cheetah Net raised $40.14M via a large offshore private share issuance.

Cheetah Net Supply Chain Service Inc. completed a Regulation S private placement to non‑U.S. investors, issuing 33,450,000 Class A shares for aggregate gross proceeds of $40.14 million. This is a primary capital raise, adding new equity capital to the company.

The transaction used a Regulation S exemption, which requires that purchasers be non‑U.S. persons and that the offer and sale occur outside the United States. The filing states that purchasers represented they are not residents of the United States and are not U.S. persons, and that the shares were not registered under the Securities Act.

This issuance increases the company’s share count, so existing holders experience equity dilution, while the company receives additional cash resources. Future disclosures in periodic reports may clarify how the new capital is deployed and how the larger share base affects per‑share metrics over subsequent reporting periods.

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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): February 12, 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 3.02 Unregistered Sales of Equity Securities.

On February 12, 2026, Cheetah Net Supply Chain Service Inc. (the “Company”) closed the previously disclosed private placement (the “Offering”) pursuant to certain stock purchase agreements dated January 27, 2026 with certain investors (the “Purchasers”) and issued an aggregate of 33,450,000 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Shares”) for aggregate gross proceeds of $40.14 million.

The Shares issued in the Offering were not subject to the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation S promulgated thereunder. The Purchasers 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 did not acquire the Shares for the account or benefit of any U.S. person.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit  Number		Exhibit
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: February 19, 2026	By:	/s/ Huan Liu
		Huan Liu
		Chief Executive Officer, Director, and Chairman of the Board of Directors (Principal Executive Officer)

FAQ

What equity transaction did Cheetah Net (CTNT) complete on February 12, 2026?

Cheetah Net completed a private placement of Class A common stock, issuing 33,450,000 shares for aggregate gross proceeds of $40.14 million. The transaction was executed with certain investors under stock purchase agreements dated January 27, 2026.

How much capital did Cheetah Net (CTNT) raise in the latest private placement?

The company raised aggregate gross proceeds of $40.14 million by issuing 33,450,000 shares of Class A common stock. This capital came from purchasers who entered into stock purchase agreements dated January 27, 2026 in a Regulation S transaction.

Under which securities law exemption did Cheetah Net (CTNT) issue the new shares?

Cheetah Net relied on Regulation S under the Securities Act of 1933 to issue the shares. Regulation S allows certain offerings to non‑U.S. persons outside the United States without registering the securities under the Securities Act.

Who were the investors in Cheetah Net’s (CTNT) February 2026 private placement?

The investors were described as certain purchasers who are not residents of the United States and are not U.S. persons. They represented that they did not acquire the shares for the account or benefit of any U.S. person under Regulation S.

What type of securities did Cheetah Net (CTNT) issue in this transaction?

The company issued 33,450,000 shares of its Class A common stock, each with a par value of $0.0001 per share. These newly issued shares were sold in a private offering conducted pursuant to Regulation S under the Securities Act.

Were the new Cheetah Net (CTNT) shares registered under the Securities Act?

No, the shares issued in the offering were not registered under the Securities Act of 1933. They were sold pursuant to Regulation S, which provides an exemption for certain offshore transactions to non‑U.S. persons.

Filing Exhibits & Attachments

3 documents

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