Cheetah Net Supply Chain Service Inc S-1/A, filed Mar 28, 2024

Cheetah Net Supply Chain Service Inc. (CTNT)

S-1/A 2024-03-28

View Original

Added on October 16, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

North Carolina		5010		81-3509120
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer ¨	Accelerated filer	¨
Non-accelerated filer x	Smaller reporting company	x
	Emerging growth company	x

	Per Share of Class A Common Stock	Total
Public offering price	$	$
Placement Agent Fees⁽¹⁾	$	$
Other Fees⁽²⁾	$	$
Proceeds to our Company before expenses	$	$

1)	We have agreed to pay the Placement Agent a cash fee equal to 3.5% of the public offering price of this offering. We have also agreed to reimburse the Placement Agent for certain of its offering related expenses, including reimbursement for legal fees and expenses in the amount of up to $100,000 in the event of a closing of the offering and up to $50,000 in the event that there is no closing. For a description of the compensation to be received by the Placement Agent, see “Plan of Distribution” for more information

2)	In consideration for the termination of its prior engagement letter with Maxim Group, LLC (“Maxim”) and the waiver of Maxim’s right of first refusal, each in order to enable the Company to complete this offering, the Company has agreed to pay Maxim a cash fee equal to 4% of the public offering price of shares of Class A common stock sold in this offering to investors who were not introduced by Maxim and a cash fee equal to 7% of the public offering price of shares of Class A common stock sold in this offering to investors who were introduced by Maxim.

	Page
PROSPECTUS SUMMARY	2

THE OFFERING	8

RISK FACTORS	9

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	29

USE OF PROCEEDS	30

DIVIDEND POLICY	31

CAPITALIZATION	32

DILUTION	33

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	34

BUSINESS	35

MANAGEMENT	36

EXECUTIVE AND DIRECTOR COMPENSATION	41

PRINCIPAL STOCKHOLDERS	43

RELATED PARTY TRANSACTIONS	47

DESCRIPTION OF SHARE CAPITAL	47

PLAN OF DISTRIBUTION	50

LEGAL MATTERS	52

EXPERTS	52

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	52

WHERE YOU CAN FIND ADDITIONAL INFORMATION	53

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	54

	•	*Public Offering Prospectus*. A prospectus to be used for the public offering of up to 10,000,000 shares of Class A common stock of the Registrant (the “Public Offering Prospectus”) through the placement agent named on the cover page of the Public Offering Prospectus.

	•	*Resale Prospectus*. A prospectus to be used for the resale by the selling stockholder set forth therein of up to 1,272,329 shares of Class A common stock of the Registrant (the “Resale Prospectus”).

	•	the Capitalization and Dilution sections of the Public Offering Prospectus are not included in the Resale Prospectus;

	•	a Selling Stockholder section is included in the Resale Prospectus;

	•	the Resale Prospectus does not include the reference to counsel for the Placement Agent in the Legal Matters section.

	●	“2023 Annual Report” are to our annual report on Form 10-K (File No. 001-41761), filed with the SEC (as defined below) on March 18, 2024;

	●	“4S Stores” are to automobile dealerships authorized by an automobile manufacturer to engage in the four businesses relating to sales, spare parts, service, and survey;

	●	“Cheetah Net” are to Cheetah Net Supply Chain Service Inc., a corporation that was incorporated under the laws of the State of North Carolina;

	●	“customs clearance” are to the act of obtaining permission to export or import merchandise from one country into another;

	●	“freight forwarder” are to an agent that arranges commercial transportation for goods. Freight forwarders usually do not handle the shipments themselves, but offer different modes of transport, including sea/ocean freight, rail freight, road transport, and air freight. In general, freight forwarders assume responsibility for consignments until they reach their destinations;

	●	“IPO” are to the initial public offering of the Company;

	●	“letters of credit” are to an instrument of payment, issued by a buyer’s bank, that ensures payment to the seller;

	●	“parallel-import vehicles” are to vehicles purchased by dealers directly from overseas markets and imported into the PRC for sale through channels other than manufacturers’ official distribution systems;

	●	“SEC” are to the U.S. Securities and Exchange Commission;

	●	“U.S. dollars,” “USD,” “$,” and “dollars” are to the legal currency of the United States; and

	●	“we,” “us,” “our,” “our Company,” or the “Company” are to Cheetah Net and its subsidiaries, as the case may be.

	●	in-depth industry experience and strong overseas procurement capability enabled by our sizable team of professional purchasing agents;

	●	scalable operation with systematic approach to procurement which drives better pricing for customers; and

	●	a visionary and experienced management team with strong financial and operational expertise.

	●	launch additional warehousing and logistics services;

	●	manage the growth of our purchasing agent team and maintain an adequate customer base for the parallel-import vehicle business; and

	●	pursue additional strategic and financially attractive acquisitions.

	●	Changes in consumer demand in the PRC market towards fuel-efficient vehicles and electric vehicles, or a general declining purchasing power of PRC consumers, could adversely affect our vehicle sales volumes and our results of operations (see page 10 of this prospectus);

	●	The PRC government policies on the purchase and ownership of automobiles and stricter emission standards, may reduce the market demand for the automobiles we sell and thus negatively affect our business and growth prospects (see page 10 of this prospectus);

	●	We facilitate the import of automobiles of foreign brands into the PRC market as parallel-import vehicles, and any adverse change in political relations between the PRC and the U.S. or any other country where those brands originate, including the ongoing trade conflicts between the U.S. and the PRC, may negatively affect our business (see page 11 of this prospectus); and

	●	We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflicts between Russia and Ukraine and in the Middle East and the increasingly strained relationship between the U.S. and China. Our business, financial condition and results of operations could be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflicts in Ukraine and the Middle East or any other geopolitical tensions (see page 11 of this prospectus).

	●	Our business may rely on a few customers that account for more than 10% of our total purchases, and interruption in their operations may have an adverse effect on our business, financial condition, and results of operations (see page 13 of this prospectus);

	●	Our engagement of independent contractors, who serve as purchasing agents to acquire automobiles from U.S. dealers, exposes us to risks beyond our control (see page 13 of this prospectus);

	●	Each of our purchasing agents can usually perform only a limited number of purchases before being recorded in the dealers’ database of customers who they suspect of purchasing vehicles for export (“Suspect Customer Database”). To that end, we must maintain a sufficient number of purchasing agents for procurement, and if these purchasing agents are unable or unwilling to continue in their present positions, or if we fail to recruit and maintain a sufficient number of new purchasing agents to meet our purchasing demand, our business may be severely disrupted (see page 14 of this prospectus);

	●	We may be subject to losses, penalties, expenses, and damages for indemnifying purchasing agents for losses arising from breach of contract resulting from reselling the automobiles to us for export (see page 14 of this prospectus);

	●	Sales to the PRC market represented approximately 78.7% and 93.1% of our revenue for the years ended December 31, 2023 and 2022, respectively, and we expect such sales to continue to represent a significant part of our revenue. Any negative impact to our ability to sell our products to our PRC customers could materially and adversely affect our results of operations and financial condition (see page 14 of this prospectus);

	●	We may not be able to manage our inventories effectively, which may affect our operations and financial results (see page 15 of this prospectus);

	●	We launched our financial services in October 2022 and started providing our warehousing and logistics services in February 2024, some or all of which may not succeed, and may adversely affect our business, financial condition, and results of operations (see page 15 of this prospectus);

	●	The COVID-19 pandemic adversely impacted our business, results of operations, and cash flows in 2022 (see page 16 of this prospectus);

	•	they contain different front covers and back covers;

	•	they contain different Use of Proceeds sections;

	•	they contain different Plan of Distribution sections;

	●	Our business and results of operations may be affected by product defects, vehicle recalls, and warranty claims (see page 17 of this prospectus);

	●	Any negative publicity about us, our products and services, and our management may materially and adversely affect our reputation and business (see page 18 of this prospectus);

	●	If we fail to attract, recruit, or retain our key personnel, including our executive officers, senior management, and key employees, our ongoing operations and growth could be affected (see page 20 of this prospectus); and

	●	Future acquisitions may have an adverse effect on our ability to manage our business (see page 20 of this prospectus).

	●	We are subject to automotive and other laws and regulations in the U.S., which, if we are found to have violated, may adversely affect our business and results of operations (see page 21 of this prospectus);

	●	Non-compliance with laws and regulations on the part of any third parties with which we conduct business could expose us to legal expenses, compensation to third parties, penalties, and disruptions of our business, which may adversely affect our results of operations and financial performance (see page 21 of this prospectus);

	●	Third parties may claim that we infringe their proprietary intellectual property rights, which could cause us to incur significant legal expenses and prevent us from promoting our services (see page 21 of this prospectus);

	●	We may from time to time be subject to claims, controversies, lawsuits, and legal proceedings, which could adversely affect our business, prospects, results of operations, and financial condition (see page 22 of this prospectus); and

	●	As we generate a substantial portion of our revenue from customers operating in the PRC market, we are subject to significant regulatory risks arising from the legal system in China, which can change quickly with little advance notice (see page 22 of this prospectus).

	●	Assuming that we are able to sell the maximum number of shares of Class A Common Stock in this offering, we expect that the consummation of this offering could cause the price of our Class A common stock to decline (see page 23 of this prospectus);

	●	The market price of our Class A common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the public offering price (see page 24 of this prospectus);

	●	You will experience immediate and substantial dilution in the net tangible book value of Class A common stock purchased in this offering (see page 25 of this prospectus);

	●	If we fail to maintain an effective system of internal controls, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our Class A common stock may be materially and adversely affected (see page 25 of this prospectus);

	●	The dual class structure of our common stock has the effect of concentrating voting control with our Chief Executive Officer, and his interests may not be aligned with the interests of our other stockholders (see page 27 of this prospectus); and

Securities offered		Up to 10,000,000 shares of Class A common stock on a best efforts basis

Price per share		The assumed offering price is $2.11 per share, which is equal to the closing trading price of our Class A common stock as reported on the Nasdaq Capital Market on March 27, 2024.

Shares of common stock outstanding prior to completion of this offering		10,938,329 shares of Class A common stock and 8,250,000 shares of Class B common stock

Shares of common stock outstanding immediately after this offering		Up to 20,938,329 shares of Class A common stock and 8,250,000 shares of Class B common stock

Listing		Our Class A common stock is listed on the Nasdaq Capital Market

Nasdaq ticker symbol		“CTNT”

Transfer Agent		VStock Transfer, LLC

Best efforts offering		We are offering the shares of Class A common stock on a best-efforts basis. We have agreed to offer and sell the shares of Class A common stock offered hereby directly to the purchasers. We have engaged AC Sunshine Securities LLC (the “Placement Agent”) as our exclusive placement agent to use its reasonable best efforts to solicit offers to purchase the shares of Class A common stock in this offering. The Placement Agent has no obligation to buy any of the shares from us or to arrange for the purchase or sale of any specific number or dollar amount of shares. No minimum offering amount is required as a condition to closing this offering.

Use of proceeds		Assuming the maximum number of shares of Class A common stock are sold in this offering at an assumed public offering price of $2.11 per share, which is equal to the closing price of our Class A common stock on Nasdaq on March 27, 2024, we estimate the net proceeds of the offering will be approximately $19,178,443, after deducting the Placement Agent fees and estimated offering fees and expenses payable by us. However, this is a best efforts offering with no minimum number of securities or amount of proceeds as a condition to closing, and we may not sell all or any of these securities offered pursuant to this prospectus; as a result, we may receive significantly less in net proceeds. We intend to use the proceeds from this offering to fund working capital and develop warehousing and logistics services. See “Use of Proceeds” on page 30 for more information.

Risk factors		The Class A common stock offered hereby involve a high degree of risk. You should read “Risk Factors,” beginning on page 9 for a discussion of factors to consider before deciding to invest in our Class A common stock.

	●	an economic downturn in China;

	●	political instability that could adversely affect our ability to deliver our products to consumers in a timely fashion;

	●	changes in laws and regulations, in particular those with little advance notice;

	●	a deterioration of relations or disruption of trade with the U.S., such as anti-U.S. campaigns, and the boycott of U.S. products;

	●	tariffs and other trade barriers which could make it more expensive for us to deliver our products to consumers; and

	·	our ability to obtain a license in order to engage in the business of making loans if we are required to obtain such a license in the future (see “Item 1. Business” in the 2023 Annual Report);

	●	actual or anticipated fluctuations in our revenue and other operating results;

	●	the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

	●	actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company, or our failure to meet these estimates or the expectations of investors;

	●	announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

	●	price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

	●	lawsuits threatened or filed against us; and

	●	other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

	●	provisions that authorize our board of directors to issue shares with preferred, deferred, or other special rights or restrictions without any further vote or action by our stockholders; and

	●	provisions that restrict the ability of our stockholders to call meetings and to propose special matters for consideration at stockholder meetings.

	●	assumptions about our future financial and operating results, including revenue, income, expenditures, cash balances, and other financial items;

	●	our ability to execute our growth strategies, including our ability to meet our goals;

	●	current and future economic and political conditions;

	●	our capital requirements and our ability to raise any additional financing which we may require;

	●	our ability to attract clients and further enhance our brand recognition;

	●	our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;

	●	our ability to maintain the listing of our Class A common stock on Nasdaq;

	●	our expectations regarding the period during which we qualify as an emerging growth company under the JOBS Act;

	●	our anticipated use of the proceeds from this offering;

	●	our financial performance following this offering;

	●	trends and competition in the parallel-import vehicle dealership industry; and

	●	other assumptions described in this prospectus underlying or relating to any forward-looking statements.

	●	approximately 45% for funding working capital; and

	●	approximately 55% for developing our warehousing and logistics services.

	●	on an actual basis;

	●	on a pro forma basis to reflect the issuance of 1,272,329 shares of Class A common stock by us in the acquisition of Edward; and

	●	on a pro forma as-adjusted basis to reflect the issuance and sale of 10,000,000 shares of Class A common stock by us in this offering at the assumed public offering price of $2.11 per share, which is equal to the closing trading price of our Class A common stock as reported on the Nasdaq Capital Market on March 27, 2024, after deducting the placement agent fees and the other estimated offering fees and expenses payable by us.

	December 31, 2023
	Actual			Pro Forma			Pro Forma As-adjusted
Cash and cash equivalents	$	432,998			132,998			19,311,441
Long-term debt, including current portion⁽¹⁾	$	3,154,637			3,154,637			3,154,637
Stockholders’ Equity:
Class A Common stock, $0.0001 par value, 91,750,000 shares authorized, 9,666,000 shares issued and outstanding, actual; 10,938,329 shares issued and outstanding, pro forma; 20,938,329 shares issued and outstanding, pro forma as-adjusted	$	967			1,094			2,094
Class B Common stock, $0.0001 par value, 8,250,000 shares authorized, 8,250,000 shares issued and outstanding, actual, pro forma, and pro forma as-adjusted	$	825			825			825
Additional paid-in capital⁽²⁾	$	6,994,595			8,194,468			27,371,911
Subscription receivable	$	(600,000	)		(600,000	)		(600,000	)
Retained earnings	$	508,241			508,241			508,241
Total Stockholders’ Equity	$	6,904,628			8,104,628			27,283,071
Total Capitalization	$	10,059,265			11,259,265			30,437,708

	Post- Offering
Assumed public offering price per share of Class A common stock	$	2.11
Pro forma net tangible book value per share of Class A common stock as of December 31, 2023	$	0.74
Pro forma as-adjusted net tangible book value per share of Class A common stock attributable to payments by new investors	$	0.56
Pro forma as-adjusted net tangible book value per share of Class A common stock immediately after this offering	$	1.30
Amount of dilution in net tangible book value per share of Class A common stock to new investors in the offering	$	0.81

	Shares of Class A common stock purchased					Total consideration					Average price
	Number		Percent			Amount		Percent			Per share
Existing stockholders		10,938,329		52.24	%	$	7,479,182		26.17	%	$	0.68
New investors		10,000,000		47.76	%	$	21,100,000		73.83	%	$	2.11
Total		20,938,329		100.00	%	$	28,579,182		100.00	%	$	1.36

Name	Age	Position(s)
Huan Liu	42	Chief Executive Officer, Director, and Chairman of the Board of Directors
Robert Cook	68	Chief Financial Officer
Xianggeng Huang	59	Director
Adam Eilenberg	67	Independent Director
Vladimir Gavrilovic	44	Independent Director
Catherine Chen	48	Independent Director
Walter Folker	67	Vice President of Procurement

Board Diversity Matrix (as of the Date of this Prospectus)
Total Number of Directors	5
Part I: Gender Identity	Female		Male		Non- Binary		Did Not Disclose Gender
Directors		1		4		—		—

Part II: Demographic Background
African American or Black		—		—		—		—
Alaskan Native or Native American		—		—		—		—
Asian		1		2		—		—
Hispanic or Latino		—		—		—		—
Native Hawaiian or Pacific Islander		—		—		—		—
White		—		2		—		—
Two or More Races or Ethnicities		—		—		—		—
LGBTQ+		—		—		—		—
Did Not Disclose Demographic Background		—		—		—		—

	●	the requirement that a majority of the board of directors consist of independent directors;

	●	the requirement that our director nominees be selected or recommended solely by independent directors; and

	●	the requirement that we have a nominating and corporate governance committee and a compensation committee that are composed entirely of independent directors with a written charter addressing the purposes and responsibilities of the committees.

	●	appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

	●	reviewing with the independent auditors any audit problems or difficulties and management’s response;

	●	discussing the annual audited financial statements with management and the independent auditors;

	●	reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

	●	reviewing and approving all proposed related party transactions;

	●	meeting separately and periodically with management and the independent auditors; and

	●	monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.