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
November 27, 2024
Date of Report (Date of earliest event reported)
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) | | (I.R.S. Employer
Identification No.) |
8707 Research Drive,
Irvine, California | | 92618 |
| (Address of Principal Executive Offices) | | (Zip Code) |
949-418-7804
Registrant’s telephone number, including area code
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 |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 November 27, 2024, Cheetah Net Supply Chain Service Inc., a North Carolina corporation (the “Corporation”), entered into a stock purchase agreement (the “Agreement”) with (i) TW & EW Services Inc, a California corporation (the “Target”), (ii) Jiancheng Li, a Chinese individual, (iii) Weishu Guo, a Chinese individual, and (iv) Jianhui Li, a Chinese individual (Jiancheng Li, Weishu Guo, and Jianhui Li are collectively referred to as the “Sellers”).
Pursuant to the Agreement, the Corporation agreed to acquire 100% of the equity interests in the Target from the Sellers (the “Acquisition”). The consideration for the Acquisition includes a cash payment of $200,000 and the issuance of the Corporation’s Class A common stock valued at $800,000 (the “Shares”), with a per-share price at $1.704. The cash consideration will be paid to the Sellers on or before December 4, 2024; the Shares will be issued to the Sellers on or before December 20, 2024. The Shares are offered in a private transaction and are not registered under the Securities Act of 1933 (the “Act”), relying on the exemption provided by Regulation S under the Act, which pertains to offerings made outside the United States. Upon the closing of the Acquisition, the Target will become a wholly-owned subsidiary of the Corporation. The Agreement contains customary covenants, closing conditions, and other obligations and rights of the parties.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
Item 8.01 Other Events.
On December 2, 2024, the Company issued a press release to announce the entry into the Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
Date: December 3, 2024
| | Cheetah Net Supply Chain Service Inc. |
| | | |
| | By: | /s/ Huan Liu |
| | | Huan Liu |
| | | Chief Executive Officer, Director, and Chairman of the Board of Directors |
