36 unchanged sentences
Other Information.
+Added: Insider Trading Arrangements
+Added: During the three months ended December 31, 2025, no director or officer of the Company ado pted or term inated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
13 unchanged sentences
Huan Liu has been responsible for the management of day-to-day operations and high-level strategizing and business planning, as well as implementing proposed plans and evaluating the success of our Company in achieving its objectives.
+Added: Huan Liu has served as director and Chairman of the Board of Directors of Elite Express Holding Inc.
+Added: ETS), a company specializes in last-mile delivery services within California since June 2024.
From 2014 to 2015, Mr.
53 unchanged sentences
You can view these reports on the SEC’s website at www.sec.gov .
−Removed: During the year ended December 31, 2024, all of our officers, directors, and greater than 10% beneficial owners timely complied with the filing requirements of Section 16(a) of the Exchange Act, except for Zhang Juguang, Tang Xiaolin, Chen Huoyuan.
+Added: During the year ended December 31, 2025, all of our officers, directors, and greater than 10% beneficial owners timely complied with the filing requirements of Section 16(a) of the Exchange Act.
Code of Ethics
41 unchanged sentences
Huan Liu, Chief Executive Officer
−Removed: Robert Cook, Chief Financial Officer (1)
−Removed: Walter Folker, Vice President of Procurement (2)
−Removed: Robert Cook resigned from his position as CFO on August 30, 2024.
−Removed: Walter Folker resigned from his position as Vice President of Procurement on October 31, 2024.
+Added: Cindy Tang, Chief Financial Officer (1)
+Added: Cindy Tang was appointed by the Company on February 18, 2025.
Agreements with Named Executive Officers
−Removed: We have entered into an employment agreement with Huan Liu, our Chief Executive Officer, Robert Cook, our former Chief Financial Officer, and Walter Folker, our former Vice President of Procurement.
+Added: We have entered into an employment agreement with Huan Liu, our Chief Executive Officer, and Cindy Tang, our Chief Financial Officer.
A summary of the terms of each of these employment agreements is set forth below.
14 unchanged sentences
Huan Liu or any of his agents providing services to our Company, and (ii) without just cause upon 30 days’ written notice to Mr.
−Removed: On October 26, 2022, we entered into an employment agreement with Robert Cook.
−Removed: Pursuant to his employment agreement, Mr.
−Removed: Cook served as the Chief Financial Officer of our Company between October 26, 2022 and August 30, 2024, responsible for the Company’s overall financial management, tax compliance, and accounting related matters.
−Removed: As consideration for his services, Mr.
−Removed: Cook was entitled to a base salary of $150,000 per year, plus additional bonuses earned in accordance with our Company’s practices.
−Removed: In connection with Mr.
−Removed: Cook’s resignation, on August 27, 2024, with approval of the board of directors, the Company entered into a Letter Agreement and General Release with Mr.
−Removed: Cook, which sets forth the terms of his separation from service with the Company (the “Cook Resignation Agreement”).
−Removed: Pursuant to the terms of the Cook Resignation Agreement, Mr.
−Removed: Cook resigned as an officer and employee of the Company effective on August 30, 2024.
−Removed: Cook also agreed to abide by certain confidentiality, non-disparagement, and other obligations set forth in the Cook Resignation Agreement, and to release any and all claims against the Company and its affiliates and related parties that in any way relate to his employment and association with the Company.
−Removed: Cook was entitled to the following in exchange for his covenants and releases under the terms of the Cook Resignation Agreement:
−Removed: (a) a lump sum payment of $5,769.24, paid on September
−Removed: 6, 2024, in respect of Mr.
−Removed: Cook’s due but unpaid salary as at the time of his resignation;
−Removed: (b) an annual bonus of $42,354.86, paid on August 30, 2024, calculated based on the terms of Mr.
−Removed: Cook’s employment agreement with the Company;
−Removed: and (c) a stock incentive payment of $30,000, settled in cash, calculated based on the terms of Mr.
−Removed: Cook’s employment agreement with the Company.
−Removed: On March 1, 2022, we entered into an employment agreement with Walter Folker.
−Removed: Pursuant to his employment agreement Mr.
−Removed: Folker served as the Vice President of Procurement of our Company between March 1, 2022 and October 31, 2024, responsible for developing organizational procurement strategies and plans as well as coordinating and overseeing our Company’s procurement.
−Removed: Pursuant to the agreement, Mr.
−Removed: Folker was entitled to an annual base salary of $52,000 plus any commissions or bonuses earned in accordance with our Company’s practices.
−Removed: Starting from the second calendar year of his employment, the annual base salary increased to $60,000.
−Removed: In connection with Mr.
−Removed: Folker’s resignation, on October 30, 2024, with approval of the board of directors, the Company entered into a Letter Agreement and General Release with Mr.
−Removed: Folker, which sets forth the terms of his separation from service with the Company (the “Folker Resignation Agreement”).
−Removed: Pursuant to the terms of the Folker Resignation Agreement, Mr.
−Removed: Folker resigned as an officer and employee of the Company effective on October 31, 2024.
−Removed: Folker also agreed to abide by certain confidentiality, non-disparagement, and other obligations set forth in the Folker Resignation Agreement, and to release any and all claims against the Company and its affiliates and related parties that in any way relate to his employment and association with the Company.
−Removed: Folker received his base salary under an employment agreement he had with the Company dated March 1, 2022, until October 31, 2024.
−Removed: After his resignation, Mr.
−Removed: Folker will be available to provide consulting services to the Company on a part-time basis at the Company’s request.
−Removed: Therefore, the Compensation Committee of the board of directors, in accordance with the Plan and a Restricted Stock Unit Award Agreement dated September 30, 2024 between the Company and Mr.
−Removed: Folker, confirmed that Mr.
−Removed: Folker remained eligible for the restricted stock units granted to him on September 30, 2024.
+Added: On February 18, 2025, we entered into an employment agreement with Cindy Tang.
+Added: Pursuant to her employment agreement, effective February 18, 2025, Ms.
+Added: Tang started serving as the Chief Financial Officer of our Company and responsible for overseeing the Company’s financial and accounting operations.
+Added: Tang will be compensated at a rate of $84,000 per year, payable in cash biweekly.
+Added: Tang will also be eligible to receive shares of the Company’s Class A common stock, par value $0.0001 per share, worth $50,000 as of the date of the grant for every 12-month period of full-time employment with the Company, to be issued pursuant to the Company’s stock incentive plan and subject to the terms and conditions of award agreements.
+Added: The Agreement does not include a fixed term and may be terminated upon mutual written consent of Ms.
+Added: Tang and Company.
+Added: Tang may terminate the Agreement:
+Added: (a) upon 14 days’ prior written notice to Company;
+Added: or (b) immediately if Ms.
+Added: Tang is subject to materially diminished duties or responsibilities, provided that the retention of a replacement CFO by Company shall not constitute diminished duties or responsibilities.
+Added: The Company may terminate the agreement:
+Added: (i) without prior notice and without further obligation for reasons of just cause (for instance, fraud, theft, conviction of a felony, improper or dishonest action, or significant acts of misconduct) on the part of Ms.
+Added: Tang or any of Ms.
+Added: Tang’s agents providing services to Company;
+Added: or (ii) without just cause upon seven days’ written notice to Ms.
Outstanding Equity Awards at 2025 Year End
32 unchanged sentences
The policy provides that if the Compensation Committee determines that there has been a material restatement of publicly issued financial results from those previously issued to the public, the Compensation Committee will review all incentive-based compensation made to executive officers during the three-year period prior to the restatement.
−Removed: If such payments would have been
−Removed: lower had they been calculated based on such restated results, our Compensation Committee will recoup the payments in excess of the amount that would have been received had it been determined based on the restated amounts.
+Added: If such payments would have been lower had they been calculated based on such restated results, our Compensation Committee will recoup the payments in excess of the amount that would have been received had it been determined based on the restated amounts.
Additionally, the Sarbanes-Oxley Act of 2002 subjects incentive-based compensation and stock sale profits of our CEO and CFO to forfeiture in the event of an accounting restatement resulting from any non-compliance, as a result of their misconduct, with any financial reporting requirement under securities laws.
4 unchanged sentences
Xianggeng Huang
−Removed: Adam Eilenberg (1)
−Removed: Vladimir Gavrilovic (2)
−Removed: Adam Eilenberg resigned from his position as Independent Director on December 2, 2024.
−Removed: Vladimir Gavrilovic resigned from his position as Independent Director on July 2, 2024.
Timing of Grants of Certain Equity Awards
15 unchanged sentences
The following table reflects the shares available for issuance under our Amended Plan as of the end of the most recently completed fiscal year:
−Removed: Class A common
−Removed: Class B common
stock remaining
−Removed: stock remaining
under Amended
−Removed: under Amended
Plan category
11 unchanged sentences
FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED (2)
−Removed: Weishu Guo (3)
−Removed: Jiancheng Li (4)
−Removed: Jianhui Li (5)
+Added: BETA VORTEX LIMITED (3)
+Added: BLACKBULL MVM LIMITED (4)
+Added: CJQ INFORMATION LIMITED (5)
+Added: ETERNAL BLESSING HOLDINGS LIMITED (6)
+Added: FOURTH COCO TECHNOLOGY LIMITED (7)
+Added: HK RED SUN CO., LIMITED (8)
+Added: JOYOUS FOLK LIMITED (9)
+Added: ANXIN HEALTH TECHNOLOGY LIMITED (10)
+Added: TENDER GRASS INTERNATIONAL LIMITED (11)
+Added: WY INFORMATION LIMITED (12)
+Added: YUZHU AI TECHNOLOGY LIMITED (13)
(1) Unless otherwise indicated, the business address of each of the individuals is 8707 Research Drive, Irvine, CA 92618.
1 unchanged sentence
The registered address of FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED is Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG1110, the British Virgin Islands.
−Removed: (3) Weishu Guo’s address is Room 402 Building 1, Shendiyuan Pingxingguanlu 68 Nong, Shanghai, China 200070.
−Removed: (4) Jiancheng Li’s address is 2-504 Jiuyongfu, Linping District, Hangzhou, Zhejiang Province, China 311100.
−Removed: (5) Jianhui Li’s address is Room 1605, Unit 1, Building 3, Aobei Center South Area, Laiguangying District, Chaoyang District, Beijing, China 100020.
+Added: BETA VORTEX LIMITED is 100 % owned by Xin Zhong.
+Added: The address of BETA VORTEX LIMITED is No.
+Added: 105, Yan’an Third Road, Shinan District, Qingdao City, Shandong Province, China.
+Added: BLACKBULL MVM LIMITED is 100% owned by Wenting Chang.
+Added: The address of BLACKBULL MVM LIMITED is Unit 305, Building 3, No.
+Added: 211 Qingdao Road, Dongge Subdistrict Office, Pingdu City, Shandong Province, China.
+Added: CJQ INFORMATION LIMITED is 100% owned by Jiaqi Chen.
+Added: The address of CJQ INFORMATION LIMITED is No.
+Added: 502, Gate 1, Building 5, Xiyangli, Miyun Road, Nankai District, Tianjin, China.
+Added: ETERNAL BLESSING HOLDINGS LIMITED is 100% owned by Haiying Wen.
+Added: The address of ETERNAL BLESSING HOLDINGS LIMITED is 5-401 Building 4, Houqiaobao Community, Xinkang Garden, Huimin Street, Inner Mongolia Autonomous Region, China.
+Added: FOURTH COCO TECHNOLOGY LIMITED is 100% owned by Changmao Su.
+Added: The address of FOURTH COCO TECHNOLOGY LIMITED is No.
+Added: 68, Dongdian Road, Chengguan Town, Youxi County, Fujian Province, China.
+Added: HK RED SUN CO., LIMITED is 100% owned by Junqing Zhang.
+Added: The address of HK RED SUN CO., LIMITED is Unit 1, Apt 9, Building A4, Wanhao Mingyuan Community, Taoli East Street, Saihan District, Hohhot, Inner Mongolia Autonomous Region, China.
+Added: JOYOUS FOLK LIMITED is 100% owned by Zhonglun Lin.
+Added: The address of JOYOUS FOLK LIMITED is No.
+Added: 5, 5th Heng Lane, Kushu Village, Luopu Sub-district, Panyu District, Guangzhou, Guangdong Province, China.
+Added: ANXIN HEALTH TECHNOLOGY LIMITED is 100% owned by Yu Guo.
+Added: The address of ANXIN HEALTH TECHNOLOGY LIMITED is No.
+Added: 1701, Unit 2, Building 5, No.
+Added: 1 Lincui Road, Chaoyang District, Beijing, China.
+Added: TENDER GRASS INTERNATIONAL LIMITED is 100% owned by Runfeng Zuo.
+Added: The address of TENDER GRASS INTERNATIONAL LIMITED is Apartment 402, Unit 2, Building 14, Chalu Street Community, Shizhong District, Jinan City, China.
+Added: WY INFORMATION LIMITED is 100% owned by Yu Wang.
+Added: The address of WY INFORMATION LIMITED is Room 0401, Unit 12, Australia Liyuan, No.
+Added: 10 Qingshan Road, Qingxiu District, Nanning City, China.
+Added: YUZHU AI TECHNOLOGY LIMITED is 100% owned by Yuzhu Guan.
+Added: The address of YUZHU AI TECHNOLOGY LIMITED is 3-2-1, No.
+Added: 2-18 Baishan East Road, Huanggu District, Shenyang City, China.
As of the date of this Annual Report, we are not aware of any arrangements that may result in “changes in control,” as that term is defined by the provisions of Item 403(c) of Regulation S-K.
8 unchanged sentences
Related Party Transactions
−Removed: The following is a description of transactions since January 1, 2024 to which we were a party in which (i) the amount involved exceeded or will exceed the lesser of (A) $120,000 or (B) one percent of our average total assets at year end for the last two completed fiscal years and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, any of the foregoing persons, who had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control, and other similar arrangements, which are described under “Executive Compensation.”
−Removed: West Buy Media Inc., a North Carolina Corporation 100% owned by Mr.
−Removed: Huan Liu, our Chief Executive Officer, Director, and Chairman of the Board of Directors, served as the guarantor in connection with the Company’s operating lease signed on July 19, 2024 with an independent third party, Zina Development, LLC.
−Removed: West Buy Media Inc.
−Removed: provides guarantees to the Company’s full payment and performance of all obligations in connection with that lease.
+Added: Since January 1, 2025, the Company has engaged in transactions with an Weishu Guo, who serves as the legal representative of Nextrade.
+Added: These transactions primarily consisted of advances provided to support the Company’s basic corporate and administrative expenses.
+Added: As of December 31, 2025, the outstanding balance due to the related party was approximately $5,204.
+Added: The balance is unsecured, non-interest bearing, and repayable on demand.
Principal Accounting Fees and Services.
−Removed: For the years ended December 31, 2024 and 2023, we incurred aggregate fees and expenses of $251,569 and $431,810, respectively, from Assentsure PAC and Marcum Asia CPAs LLP for works completed for our annual audits and quarterly reviews.
+Added: For the years ended December 31, 2025 and 2024, we incurred aggregate fees and expenses of $406,376 and $251,569, respectively, from Tang Qian & Associates PLLC and Assentsure PAC for works completed for our annual audits and quarterly reviews.
Year ended December 31,
+Added: Tang Qian & Associates PLLC*
Assentsure PAC
−Removed: Marcum Asia CPAs LLP
+Added: On January 6, 2026, the audit committee of the Company’s board of directors approved the dismissal of Assentsure PAC and the engagement of Tang Qian & Associates PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Audit-Related Expenses
4 unchanged sentences
Pre-Approval Policy
−Removed: The Audit Committee approved the engagement of Assentsure PAC before it was engaged to render audit or non-audit services.
+Added: The Audit Committee approved the engagement of Tang Qian & Associates PLLC before it was engaged to render audit or non-audit services.
Exhibit and Financial Statement Schedules
6 unchanged sentences
Exhibit Title
−Removed: Fourth Amended and Restated Article of Incorporation
−Removed: October 21, 2024
−Removed: April 7, 2023
+Added: Certificate of Incorporation
+Added: February 3, 2026
+Added: February 3, 2026
Specimen Stock Certificate
−Removed: July 10, 2024
+Added: Filed herewith
Description of Securities
−Removed: March 18, 2024
+Added: Filed herewith
Director Offer Letter dated July 2, 2024 between Huibo Deng and the Company
14 unchanged sentences
December 11, 2024
+Added: Indemnification Agreement date February 18, 2025 by and between Cindy Tang and Cheetah Net
+Added: February 21, 2025
Employment Agreement effective as of March 1, 2022 by and between Huan Liu and Cheetah Net
April 7, 2023
+Added: Employment Agreement effective as of February 18, 2025 by and between Cindy Tang and Cheetah Net
+Added: February 21, 2025
Lease Agreement dated July 19, 2024 between the Company and Zina Development, LLC, as amended
August 13, 2024
−Removed: Loan Agreement dated June 20, 2024 between the Company and Hongkong Sanyou Petroleum Co Limited
−Removed: August 13, 2024
−Removed: Loan Agreement dated July 22, 2024 between the Company and Hongkong Sanyou Petroleum Co Limited
−Removed: August 13, 2024
−Removed: Premium Finance Agreement dated August 1, 2024 between the Company and ETI Financial Corporation
−Removed: August 13, 2024
−Removed: Loan Agreement dated August 16, 2024 between the Company and Asia Finance Investment Limited
+Added: Loan Extension Agreement dated October 2, 2025 between the Company and Hongkong Sanyou Petroleum Co.
November 7, 2025
−Removed: Loan Agreement dated October 2, 2024 between the Company and Hongkong Sanyou Petroleum Co Limited
+Added: Loan Extension Agreement dated October 28, 2025 between the Company and Hongkong Sanyou Petroleum Co.
November 7, 2025
−Removed: Loan Agreement dated October 24, 2024 between the Company and Asia Finance Investment Limited
+Added: Loan Extension Agreement dated August 16, 2025 between the Company and Asia Finance Investment Limited
November 7, 2025
−Removed: Loan Agreement dated October 28, 2024 between the Company and Hongkong Sanyou Petroleum Co Limited
+Added: Loan Extension Agreement dated October 24, 2025 between the Company and Asia Finance Investment Limited
November 7, 2025
−Removed: Stock purchase agreement dated November 27, 2024 by and among the Company, TW & EW Services Inc, Jiancheng Li, Jianhui Li, and Weishu Guo
−Removed: December 3, 2024
+Added: Loan Agreement dated June 13, 2025 by and between the Company and Asia Finance Investment Limited
+Added: August 4, 2025
+Added: Loan Agreement dated June 26, 2025 by and between the Company and Asia Finance Investment Limited
+Added: August 4, 2025
+Added: Loan Agreement dated March 17, 2025 by and between the Company and Hongkong Sanyou Petroleum Co Limited
+Added: Loan Agreement dated March 18, 2025 by and between the Company and Asia Finance Investment Limited
+Added: Loan Agreement dated March 19, 2025 by and between the Company and Asia Finance Investment Limited
+Added: Form of Stock Purchase Agreement dated January 27, 2026 by and between the Company and certain investors
+Added: January 29, 2026
Form of Power of Attorney between the Company and its logistics and warehousing customers
−Removed: Filed herewith
+Added: March 12, 2025
Form of Brokerage Agreement between the Company and its logistics and warehousing customers
−Removed: Filed herewith
+Added: March 12, 2025
Code of Business Conduct and Ethics
3 unchanged sentences
Filed herewith
+Added: Consent of Tang Qian & Associates PLLC
+Added: Filed herewith
Consent of Assentsure PAC
54 unchanged sentences
Report of Independent Registered Public Accounting Firm (PCAOB ID:
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID:
Consolidated Balance Sheets as of December 31, 2025 and 2024
6 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Cheetah Net Supply Chain Service Inc.
−Removed: (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying consolidated balance sheet of Cheetah Net Supply Chain Service Inc.
+Added: and its subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).
+Added: In our opinion, the financial statements present fairly, in all material respects, the consolidated balance sheet of the Company as of December 31, 2025, and the consolidated results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
1 unchanged sentence
Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the United States federal securities laws.
−Removed: and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the United States federal securities laws, and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
+Added: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
+Added: As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: Accordingly, we express no such opinion.
+Added: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
+Added: /s/ Tang Qian & Associates PLLC
+Added: Dallas, Texas
+Added: March 20, 2026
+Added: PCAOB ID number:
+Added: We have served as the Company’s auditor since 2026.
+Added: Report of Independent Registered Public Accounting Firm
+Added: To the Shareholders and the Board of Directors of Cheetah Net Supply Chain Service Inc.
+Added: Opinion on the Financial Statements
+Added: We have audited the accompanying consolidated balance sheet of Cheetah Net Supply Chain Service Inc.
+Added: and its subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).
+Added: In our opinion, the financial statements present fairly, in all material respects, the consolidated balance sheet of the Company as of December 31, 2024, and the consolidated results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
+Added: Basis for Opinion
+Added: These financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
+Added: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the United States federal securities laws, and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
9 unchanged sentences
PCAOB ID number:
−Removed: We have served as the Company’s auditor since 2023.
+Added: We served as the Company’s auditor from 2023 to 2026.
CHEETAH NET SUPPLY CHAIN SERVICE INC.
11 unchanged sentences
Operating lease right-of-use assets
−Removed: Deferred tax assets, net
Intangibles, net
−Removed: Non-current assets of discontinued operations
+Added: TOTAL NONCURRENT ASSETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
3 unchanged sentences
Loans payable from premium finance
−Removed: Due to a related party
Operating lease liabilities, current
+Added: Due to a related party
Accrued liabilities and other current liabilities
4 unchanged sentences
Operating lease liabilities, net of current portion
−Removed: Non-current liabilities of discontinued operations
+Added: TOTAL NONCURRENT LIABILITIES
TOTAL LIABILITIES
−Removed: COMMITMENTS AND CONTINGENCIES (Note 16)
+Added: COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
7 unchanged sentences
( 8,330,314 )
+Added: ( 4,680,611 )
TOTAL STOCKHOLDERS’ EQUITY
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
−Removed: * Retrospectively adjusted for the reverse split of the Company’s common stock at a ratio of 1 -for-16, which took effect on October 21, 2024 (the “Reverse Stock Split”).
−Removed: See also Note 15.
+Added: * Retrospectively adjusted for the reverse split of the Company’s common stock at a ratio of 1 -for-16, which took effect on October 24, 2024.
The accompanying notes are an integral part of these consolidated financial statements.
5 unchanged sentences
General and administrative expenses
+Added: Impairment loss expenses
Share-based compensation expenses
6 unchanged sentences
Interest expenses
−Removed: OTHER INCOME (EXPENSES), NET
+Added: Other expenses
+Added: OTHER INCOME, NET
(LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
1 unchanged sentence
( 3,448,016 )
−Removed: Income tax (benefits)
+Added: Income tax (benefits) expense
(LOSS) FROM CONTINUING OPERATIONS
3 unchanged sentences
( 1,956,658 )
−Removed: NET (LOSS) INCOME
( 3,649,703 )
+Added: ( 5,188,852 )
Loss from continuing operations per ordinary share - basic and diluted
−Removed: (Loss) Earnings from discontinued operations per ordinary share - basic and diluted*
−Removed: (Loss) Earnings per share - basic and diluted*
+Added: Loss from discontinued operations per ordinary share - basic and diluted
+Added: Loss per share - basic and diluted
Weighted average shares - basic and diluted
−Removed: * Retrospectively adjusted for the Reverse Stock Split.
−Removed: See also Note 15.
−Removed: ** Reclassification- certain reclassifications have been made to the financial statements for the year ended December 31, 2023, to conform to the presentation for the period ended December 31, 2024, with no effect on previously reported net income (loss).
+Added: Reclassification- certain reclassifications have been made to the financial statements for the year ended December 31, 2024, to conform to the presentation for the year ended December 31, 2025, with no effect on previously reported net income (loss).
+Added: See NOTE 5 – Discontinued operations.
The accompanying notes are an integral part of these consolidated financial statements.
5 unchanged sentences
Balance, December 31, 2024
−Removed: Termination of equity-classified warrant
−Removed: Issuance of common stock for acquisition-Edward
−Removed: Issuance of follow-on public offering in May
−Removed: Issuance of follow-on public offering in July
−Removed: Stock issuance under private placement transactions
−Removed: Issuance of common stock in connection with vesting of share-based award (in shares)
+Added: ( 4,680,611 )
Share-based compensation expenses
−Removed: Issuance of common stock for acquisition-TWEW
−Removed: Fraction shares issued due to reverse stock split
+Added: Issuance of common stock in connection Vesting of share-based award
+Added: Vesting of share-based compensation (reclass)
Net (loss) from continuing operations for the year
2 unchanged sentences
Net (loss) from discontinued operations for the year
−Removed: ( 1,956,658 )
−Removed: ( 1,956,658 )
Balance, December 31, 2025
2 unchanged sentences
Stockholders’
+Added: (Accumulated deficit)
Balance, December 31, 2023
−Removed: ( 1,800,000 )
−Removed: Initial public offering, net of issuance cost
+Added: Termination of equity-classified warrant
+Added: Issuance of common stock for acquisition-Edward
+Added: Issuance of follow-on public offering in May
+Added: Issuance of follow-on public offering in July
Stock issuance under private placement transactions
+Added: Issuance of common stock in connection with vesting of share-based award (in shares)
+Added: Share-based compensation expense
+Added: Issuance of common stock for acquisition-TWEW
+Added: Fraction shares issued due to reverse stock split
Net (loss) from continuing operations for the year
1 unchanged sentence
( 3,232,194 )
−Removed: Net income from discontinued operations for the year
+Added: Net (loss) income from discontinued operations for the year
+Added: ( 1,956,658 )
+Added: ( 1,956,658 )
Balance, December 31, 2024*
+Added: ( 4,680,611 )
* Retrospectively restated for effect of the Company’s amended and restated articles of incorporation and bylaws and share reverse split on October 24, 2024.
4 unchanged sentences
Cash flows from operating activities:
−Removed: Net (loss) income
( 3,649,703 )
−Removed: (Loss) income from discontinued operations, net of tax
( 5,188,852 )
+Added: loss from discontinued operations, net of tax
+Added: ( 1,978,603 )
Loss from continuing operations
1 unchanged sentence
( 3,210,249 )
−Removed: Adjustments to reconcile net (loss) income to net cash provided by operating activities:
+Added: Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of operating lease right-of-use assets
+Added: Gain on lease termination
Amortization of intangible assets
+Added: Impairment loss expenses on goodwill and intangible assets
Share-based compensation expenses
−Removed: Deferred income tax expenses (benefits)
+Added: Deferred income benefits
Changes in operating assets and liabilities:
Accounts receivable
−Removed: Other receivables
+Added: Other receivables, net
+Added: Due from/to related party
Prepaid expenses and other current assets
5 unchanged sentences
Cash provided by operating activities-discontinued operations
−Removed: Net cash provided by operating activities
+Added: Net cash (used in) provided by operating activities
Cash flows from investing activities:
3 unchanged sentences
( 3,445,150 )
+Added: ( 6,331,428 )
Loans repayment received from third parties
1 unchanged sentence
( 1,341,816 )
+Added: ( 6,130,932 )
Net cash used in investing activities
( 1,341,816 )
+Added: ( 6,130,932 )
Cash flows from financing activities:
1 unchanged sentence
Proceeds from follow-on public offering in July, net of expenses
−Removed: Proceeds from initial public offering, net of expenses
Cash paid for warrant termination
4 unchanged sentences
Repayments of long-term borrowings
−Removed: Borrowing from a related party
Repayments made to a related party
2 unchanged sentences
( 1,693,276 )
−Removed: ( 9,618,444 )
−Removed: Net cash provided by (used in) financing activities
−Removed: ( 4,563,108 )
+Added: Net cash (used in) provided by financing activities
Net increase in cash
+Added: ( 1,417,745 )
Cash, beginning of year
17 unchanged sentences
Allen-Boy did not have any business activities until acquired by Cheetah Net.
−Removed: Currently, Allen-Boy is engaged in parallel-import vehicle dealership business.
+Added: Allen-Boy previously engaged in the parallel-import vehicle dealership business, which the Company discontinued in March 2025.
+Added: As of the date of this annual report, Allen-Boy is not engaged in any business operations.
● (ii) Pacific Consulting LLC (“Pacific”), an LLC organized on January 17, 2019 under the laws of the State of New York, which was acquired by Cheetah Net from Yingchang Yuan, the previous owner of Pacific who beneficially owns 1,200,000 shares of Class A common stock of Cheetah Net, for a total consideration of $ 100 on February 15, 2019.
Pacific did not have any business activities until acquired by Cheetah Net.
−Removed: Currently, Pacific is engaged in parallel-import vehicle dealership business.
+Added: Pacific previously engaged in the parallel-import vehicle dealership business, which the Company discontinued in March 2025.
+Added: The Company dissolved Pacific on June 24, 2025.
● (iii) Entour Solutions LLC (“Entour”), an LLC organized on April 8, 2021 under the laws of the State of New York, which was acquired by Cheetah Net from Daihan Ding, the previous owner of Entour, for a total consideration of $ 100 on April 9, 2021.
Entour did not have any business activities until acquired by Cheetah Net.
−Removed: Currently, Entour is engaged in parallel-import vehicle dealership business.
+Added: Entour previously engaged in the parallel-import vehicle dealership business, which the Company discontinued in March 2025.
+Added: As of the date of this annual report, Entour is not engaged in any business operations.
● (iv) Cheetah Net Logistics LLC (“Logistics”), an LLC organized on October 12, 2022 under the laws of the State of New York, whose previous sole member and owner, Hanzhang Li, the previous owner of Logistics, for a total consideration of $ 100 , assigned all his membership interests in Logistics to Cheetah Net on October 19, 2022.
−Removed: Currently, Logistics is engaged in parallel-import vehicle dealership business.
+Added: Logistics previously engaged in the parallel-import vehicle dealership business, which the Company discontinued in March 2025.
+Added: The Company dissolved Logistics on June 24, 2025.
● (v) Edward Transit Express Group Inc.
1 unchanged sentence
The fair value of stock consideration was determined to be $ 900,000 .
−Removed: (See Note 8).
−Removed: Currently, Edward is engaged in ocean transportation services.
+Added: (See NOTE 8.) Currently, Edward is engaged in logistics and warehousing services.
● (vi) TW & EW Services Inc.
4 unchanged sentences
NexTrade holds 100 % of the ownership interests in Naiside (Shenzhen) International Trading Co., Ltd., a limited liability company organized on December 3, 2024 under the laws of the PRC.
−Removed: On December 19, 2024, the Company entered into a membership interest purchase agreement with Pingzheng Li, the then 100 % owner of NexTrade, pursuant to which the Company purchased the 100 % membership interests in NexTrade for the consideration of $ 1 .
+Added: On December 19, 2024, the Company entered into a membership interest purchase agreement with Pingzheng Li, the then 100 % owner of NexTrade,
+Added: pursuant to which the Company purchased the 100 % membership interests in NexTrade for the consideration of $ 1 .
The transaction closed on the same day.
As of the date of this annual report, NexTrade is not engaged in any business operations.
−Removed: On May 23, 2024, the Company dissolved two wholly owned subsidiaries, Canaan International LLC, an LLC organized on December 5, 2018 under the laws of the State of North Carolina, and Canaan Limousine LLC, an LLC organized on February 10, 2021 under the laws of the State of South Carolina.
+Added: ● (viii) Cheetah Net Supply Chain Service Ltd (“Cheetah BVI”), a corporation incorporated on March 28, 2025 under the laws of the British Virgin Islands.
+Added: As of the date of this report, Cheetah BVI is not engaged in any business operations.
On September 30, 2024, the Company’s stockholders approved its fourth amended and restated articles of incorporation, which authorizes a reverse stock split of the issued shares of its common stock, par value $ 0.0001 per share, at a ratio ranging from 1 -for-10 to 1 -for-30, as determined at the discretion of the Company’s board of directors.
6 unchanged sentences
The Company’s Class A common stock started trading on a post-split basis on October 24, 2024, at which time the Class A common stock was assigned a new CUSIP number (16307X202).
−Removed: All share information included on Form 10-K has been retrospectively adjusted to reflect the Reverse Stock Split as if it had occurred as of the earliest period presented.
+Added: All share information included in this annual report on Form 10-K has been retrospectively adjusted to reflect the Reverse Stock Split as if it had occurred as of the earliest period presented.
Discontinued operations - Parallel-import Vehicles
9 unchanged sentences
While the Company successfully recovered $ 4.0 million in 2024 and collected additional $ 2.5 million from the five aged accounts as of the date of the annual report, the remaining $ 1.6 million from two customers was determined to be uncollectible, as a result, the management recorded as a credit loss of $ 1.6 million for the year ended December 31, 2024.
−Removed: As market conditions continued to deteriorate and sales activity in this segment ceased, management determined that the business no longer had a sustainable path forward.
+Added: As the parallel-import vehicle market conditions continued to deteriorate and sales activity in this segment ceased, management determined that the business no longer had a sustainable path forward.
On March 3, 2025, the board of directors formally approved the discontinuation of the parallel-import vehicle business.
9 unchanged sentences
The Company is undergoing a business transformation of its business model.
−Removed: The Company is shifting its business focus from parallel-import vehicle sales to logistics and warehousing services.
+Added: The Company has shifted its business focus from parallel-import vehicle sales to logistics and warehousing services.
Management continues to focus on improving operational efficiencies and expanding its market presence of the two acquired businesses.
12 unchanged sentences
GAAP requirements, and provide transparent and straightforward financial information to the Company’s stockholders.
+Added: Use of estimates
+Added: In preparing the consolidated financial statements in conformity with U.S.
+Added: GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.
+Added: These estimates are based on information as of the date of the consolidated financial statements.
+Added: Significant estimates required to be made by management include, but are not limited to, allowance credit losses of accounts receivables and loan receivable from third parties, the revenue recognition, impairment of long-lived assets, and the realization of deferred tax assets.
+Added: Actual results could differ from those estimates.
Going Concern Consideration
The Company’s consolidated financial statements are prepared assuming that the Company will continue as a going concern.
−Removed: The Company reported a net operating loss of approximately $ 5.2 million for the year ended December 31, 2024, with operating cash flows of approximately $ 0.2 million.
+Added: The Company reported a net operating loss of approximately $ 3.6 million for the year ended December 31, 2025, and net cash used in operating activities of $ 2,075 .
As the Company has been transitioning to the logistics and warehousing service business, the Company may continue to incur operating losses and generate negative cash flow.
These factors raise doubts about the Company’s ability to continue as a going concern.
−Removed: For continuing operations, net cash used in operating activities was approximately $ 3.5 million, with operating cash inflows of approximately $ 0.2 million, including $ 3.7 million net cash provided by operating activities from the discontinued operation, partially offset by negative cash flows of $ 3.5 million from our logistics and warehousing services.
+Added: For the year ended December 31, 2025, net cash used in operating activities was $ 2,075 , including $ 2.5 million net cash provided by operating activities from the discontinued operation, partially offset by negative cash flows of $ 2.5 million from the Company’s logistics and warehousing services.
As of December 31, 2025, the Company had cash and cash equivalents of approximately $ 0.2 million and a working capital balance of $ 7.7 million.
−Removed: In addition, the Company had a loan receivable of $ 6.1 million due from third parties within a year, which can be sufficient for the Company to support its ongoing business operations and meet the obligations within 12 months.
+Added: In addition, the Company had loan receivable from third parties of approximately $ 7.4 million, which can be sufficient for the Company to support its ongoing business operations and meet the obligations in the future.
Management has evaluated the Company’s ability to continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements – Going Concern.
This evaluation considered the Company’s current financial condition, expected cash flows, obligations due within the next 12 months, and available sources of liquidity.
−Removed: While we understand that the ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations, management has concluded that there are no conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance date of these consolidated financial statements.
+Added: While management understands that the ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations, management has concluded that there are no
+Added: conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance date of these consolidated financial statements.
Accordingly, the Company’s consolidated financial statements as of December 31, 2025 have been prepared on a going concern basis.
−Removed: Use of estimates
−Removed: In preparing the consolidated financial statements in conformity with U.S.
−Removed: GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.
−Removed: These estimates are based on information as of the date of the consolidated financial statements.
−Removed: Significant estimates required to be made by management include, but are not limited to, allowance credit losses of accounts receivables, the valuation of inventory, the revenue recognition, impairment of long-lived assets, and the realization of deferred tax assets.
−Removed: Actual results could differ from those estimates.
Risks and uncertainties
1 unchanged sentence
As a company located in the U.S.
−Removed: and doing business with PRC, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the U.S.
+Added: and doing business with the PRC, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the U.S.
and the PRC, as well as by the general state of the U.S.
4 unchanged sentences
● The government policies on ocean freight business and tariff policy may reduce the market demand for the freight, logistics, and warehousing business, and thus negatively affect the Company’s business and growth prospects;
−Removed: ● The Company’s logistic and warehousing business depend highly on the limited customers and third-party transportation and labor providers;
+Added: ● The Company’s logistic and warehousing business depends highly on the limited customers and third-party transportation and labor providers;
● Any adverse change in political relations between the PRC and the U.S., including the ongoing trade conflicts between the U.S.
and the PRC, may negatively affect its business;
−Removed: ● The competition of logistics and warehousing industry dependent on factors such as service quality, speed reliability, and pricing may limit our expanding non-vehicle logistics warehousing revenue, and the Company’s success in these areas will depend on our ability to develop and scale an effective salesforce to market these services to international trading companies in the U.S.
+Added: ● The competition of logistics and warehousing industry dependent on factors such as service quality, speed reliability, and pricing may limit the Company’s expanding non-vehicle logistics warehousing revenue, and its success in these areas will depend on its ability to develop and scale an effective salesforce to market these services to international trading companies in the U.S.
The Company’s business, financial condition, and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics, and other catastrophic incidents, which could significantly disrupt the Company’s operations.
9 unchanged sentences
The allowance for credit losses is updated at each reporting period to reflect changes in credit risk.
−Removed: The allowance for credit losses is recorded against accounts receivable balances, with a corresponding charge to the consolidated statements of operations.
+Added: The allowance for credit losses is recorded against accounts receivable balances, with
+Added: a corresponding charge to the consolidated statements of operations.
Delinquent account balances are written off against the allowance when management determines that collection is remote.
If previously written-off receivables are subsequently recovered, the Company records a reversal of the allowance for credit losses.
−Removed: As of December 31, 2024, all accounts receivable related to the discontinued parallel-import vehicle business, including the associated allowance for credit losses, have been reclassified to “Current Assets of Discontinued Operations” in the consolidated balance sheets.
−Removed: Accordingly, the remaining accounts receivable presented in continuing operations are solely related to the Company’s logistics and warehousing business.
+Added: As a result of the Company’s decision to discontinue the parallel-import vehicles business, the entire accounts receivable balance of $ 2,540,501 as of December 31, 2024, was reclassified to “Current Assets of Discontinued Operations” in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations.
As of December 31, 2025 and 2024, no allowance for credit losses on accounts receivable from continuing operations was recorded.
1 unchanged sentence
Loan receivable
−Removed: The Company’s loans receivable, which consist of loans to third parties, are recognized at the point of loan disbursement, initially measured at fair value, primarily reflecting the disbursed amount and associated transaction costs.
+Added: The Company’s loan receivable, which consist of loans to third parties, are recognized at the point of loan disbursement, initially measured at fair value, primarily reflecting the disbursed amount and associated transaction costs.
Both secured and unsecured lending are encompassed in these receivables, with terms including varying interest rates and maturity dates.
3 unchanged sentences
This approach considers historical credit loss experience, current conditions, and reasonable forecasts in estimating potential credit losses.
−Removed: As of the end of the reporting periods, no impairment allowance was recorded for the loan receivable.
−Removed: Inventory primarily consists of new vehicles held for sale and are stated at the lower of cost or net realizable value using the specific identification method, which includes the cost of vehicles purchased from U.S.
−Removed: automobile dealers, non-refundable sales tax, and dealership service fees.
−Removed: The Company reviews its inventory periodically if any reserves are necessary for potential impairment.
−Removed: The Company depleted its inventory on vehicles by the first quarter of 2024.
−Removed: The Company does not hold any inventory related to its continuing logistics and warehousing business.
−Removed: As a result of the Company’s decision to discontinue the parallel-import vehicles business, the entire inventory balance of $ 1,515,270 as of December 31, 2023, was reclassified to “Current Assets of Discontinued Operations” in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations.
+Added: As of the end of the reporting periods, no impairment allowance was recorded for the loan receivables.
Property, plant, and equipment, net
18 unchanged sentences
The estimated useful lives of intangible assets with finite lives are reassessed if circumstances occur that indicate the original estimated useful lives have changed.
−Removed: The Company did no t recognize any impairment to intangible assets for the year ended December 31, 2024.
+Added: The Company recognized impairment loss to intangible assets of $ 162,775 and nil for the years ended December 31, 2025 and 2024, respectively.
+Added: See NOTE 8—Intangible Asset and Goodwill.
Fair value of financial instruments
6 unchanged sentences
● Level 3 — inputs to the valuation methodology are unobservable.
−Removed: Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, loans receivable, loans payable, and other payables and other current liabilities, approximated the fair value of the respective assets and liabilities as of December 31, 2024 and 2023 based upon the short-term nature of the assets and liabilities.
+Added: Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, loan receivable, loans payable, and other payables and other current liabilities, approximated the fair value of the respective assets and liabilities as of December 31, 2025 and 2024 based upon the short-term nature of the assets and liabilities.
The Company applied level 3 to obtain the fair value of intangible assets and goodwill.
17 unchanged sentences
In performing the qualitative assessment, the Company considers many factors in evaluating whether the carrying value of goodwill may not be recoverable, including declines in the Company’s stock price and market capitalization of the Company and macroeconomic conditions.
−Removed: If, based on the results of the qualitative assessment, it is concluded that it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, additional quantitative impairment testing is performed.
+Added: If, based on the results of the qualitative assessment, it is concluded that it is not more likely than not that the fair value of a reporting
+Added: unit exceeds its carrying value, additional quantitative impairment testing is performed.
The quantitative test requires that the carrying value of each reporting unit be compared with its estimated fair value.
3 unchanged sentences
Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.
+Added: For the years ended December 31, 2025 and 2024, the Company recorded an impairment loss to the goodwill of $ 568,532 and nil , respectively.
+Added: See NOTE 8—Intangible Asset and Goodwill.
Impairment of long-lived assets
3 unchanged sentences
The Company estimates fair value using the expected future cash flows discounted at a rate consistent with the risks associated with the recovery of the asset.
−Removed: For the years ended December 31, 2024 and 2023, the Company did no t record any impairment.
+Added: For the years ended December 31, 2025 and 2024, the Company did no t record any impairment on tangible assets, ROU assets other than intangible assets and goodwill.
Revenue recognition
6 unchanged sentences
In addition, the new guidance requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.
−Removed: The Company generated revenue from the parallel-import vehicle dealership and logistics and warehousing services.
−Removed: Revenue from the parallel-import vehicle dealership business is generated from the sales of parallel-import vehicles to both domestic and overseas parallel-import car dealers.
+Added: In 2024, the Company generated revenue from the parallel-import vehicle dealership and logistics and warehousing services.
+Added: Revenue from the parallel-import vehicle dealership business is generated from the sales of parallel-import vehicles to both domestic and overseas parallel-import vehicle dealers.
It purchases automobiles from the U.S.
−Removed: market through its team of professional purchasing agents, and mainly resells them to parallel-import car dealers in the U.S.
+Added: market through its team of professional purchasing agents, and mainly resells them to parallel-import vehicle dealers in the U.S.
In accordance with ASC 606, the Company recognizes revenue at the point in time when the performance obligation has been satisfied and control of the vehicles has been transferred to the dealers.
1 unchanged sentence
domestic parallel-import car dealers, revenue is recognized when a vehicle is delivered, and its title has been transferred to the dealers.
−Removed: For overseas sales, the Company sells vehicles under Cost and Freight (“CFR”) shipping point terms, and revenue is recognized when a vehicle is loaded on a cargo ship and its title has been transferred to the dealers.
+Added: For overseas sales, the Company sells vehicles under Cost and Freight shipping point terms, and revenue is recognized when a vehicle is loaded on a cargo ship and its title has been transferred to the dealers.
The Company accounts for the revenue generated from sales of vehicles on a gross basis as the Company is acting as a principal in these transactions, is subject to inventory risk, has latitude in establishing prices, and is responsible for fulfilling the promise to provide customers the specified goods, which the Company has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits.
3 unchanged sentences
Therefore, the Company did not provide any sales return allowances for the years ended December 31, 2025 and 2024.
−Removed: In 2024, the Company generates revenues from freight forwarding services provided by Edward and general labor and logistics provided by the newly-acquired TWEW to corporate and retail clients, including transportation, cargo warehousing, freight forwarding, labor service, and cargo loading and unloading.
+Added: In 2025, the Company generates revenues from freight forwarding services provided by Edward and general labor and logistics provided by TWEW to corporate and retail clients, including transportation, cargo warehousing, freight forwarding, labor service, and cargo loading and unloading.
Revenue for freight forwarding services, both export and import, is recognized when the services are provided.
5 unchanged sentences
Revenue from general labor and logistics services, provided through TWEW, is recognized upon services rendered, based on verified labor hours or project milestones outlined in client agreements, with billing tied to predefined service rates (e.g., per-hour fees or fixed-scope pricing).
−Removed: The Company recognize revenue on a gross basis as the principal service provider, reflecting its contractual obligation to deliver labor solutions to clients, despite outsourcing workforce operations to third parties.
+Added: The Company recognizes revenue on a gross basis as the principal service provider, reflecting its contractual obligation to deliver labor solutions to clients, despite outsourcing workforce operations to third parties.
Contracts generally consist of a single performance obligation (supplying labor resources), with revenue measured at the transaction price agreed upon in service agreements.
2 unchanged sentences
The Company disaggregates its revenue by geographic areas, as the Company believes it best depicts how the nature, amount, timing, and uncertainty of the revenue and cash flows are affected by economic factors.
−Removed: For the year ended December 31, 2023, the Company did not generate revenue from continuing operations, as its logistics and warehousing business was not yet operational.
−Removed: Revenue generation commenced in 2024 following the acquisitions of Edward and TWEW and the strategic transition to logistics and warehousing services.
−Removed: Geographic Information
−Removed: The Company’s total revenue by geographic area for the years ended December 31, 2024 and 2023 was as follows:
For the Years Ended
3 unchanged sentences
Cost of Revenues
−Removed: Parallel-import Vehicles Segment
−Removed: Cost of parallel import vehicle revenue mainly includes the cost of vehicles purchased from U.S.
−Removed: automobile dealers, non-refundable sales tax, dealership service fees, and other expenses.
−Removed: It also includes fulfillment expenses, which consist primarily of (i) vehicle warehousing and towing fees, (ii) vehicle insurance expenses, (iii) commissions paid to purchasing agents incurred in vehicle pick-up and the vehicle title transfer process, (iv) broker consulting fees incurred to acquire new vehicles, and (v) purchase department labor costs.
Logistics and Warehousing Segment
1 unchanged sentence
Cost recognition aligns with service delivery progress, validated through subcontractor utilization reports and client acceptance documentation.
−Removed: Selling, General and Administration Expenses
−Removed: Selling expenses was related to the discontinued parallel-import vehicles business and include salaries and benefits for the Company’s sales personnel, and ocean freight expenses, which are associated with shipping and delivery of vehicles to automobile dealers, are expensed as incurred.
−Removed: Total selling expenses of discontinued operations were $ 117,819 and $ 668,172 for years ended December 31, 2024 and 2023, respectively.
+Added: General and Administration Expenses
The Company’s general and administrative expenses primarily include employee salaries and benefits, depreciation, office lease expenses, travelling and entertainment expenses, legal and consulting fees, insurance and other miscellaneous administrative expenses.
17 unchanged sentences
The Company and its U.S.
−Removed: operating subsidiaries are subject to the U.S.
−Removed: The Company elected to file income taxes as a corporation instead of an LLC for the tax years ended December 31, 2020 through December 31, 2021.
−Removed: As of December 31, 2024, the Company’s consolidated income tax returns for the tax years ended December 31, 2020 through December 31, 2023 remained open for statutory examination by U.S.
−Removed: tax authorities.
+Added: operating subsidiaries are subject to U.S.
+Added: federal and state income tax laws.
+Added: Prior to the corporate conversion in 2022, the Company was organized as a limited liability company (“LLC”) and elected to be treated as a corporation for U.S.
+Added: federal income tax purposes from the tax year ended December 31, 2020.
+Added: As of December 31, 2025, the Company’s consolidated U.S.
+Added: federal income tax returns for the tax years ended December 31, 2021 through December 31, 2024 remained open to examination by the Internal Revenue Service and applicable state tax authorities.
(Loss) Earnings per share
11 unchanged sentences
(Loss) from discontinued operations per ordinary share
−Removed: ( 1,956,658 )
(Loss) from operations per ordinary share
1 unchanged sentence
December 31, 2024
−Removed: Income (loss)
Per share amount
2 unchanged sentences
( 3,232,194 )
−Removed: Earnings from discontinued operations per ordinary share
−Removed: Earnings from operations per ordinary share
+Added: (Loss) from discontinued operations per ordinary share
+Added: ( 1,956,658 )
+Added: (Loss) from operations per ordinary share
+Added: ( 5,188,852 )
Related parties and transactions
7 unchanged sentences
The management approach considers the internal reporting used by the Company’s chief operating decision maker for making operating decisions about the allocation of resources of the segment and the assessment of its performance in determining the Company’s reportable operating segments.
−Removed: As of December 31, 2023, the Company operated as a single reportable segment, focused solely on the parallel-import vehicle business.
−Removed: In 2024, the Company expanded its operations and reported two operating segments:
−Removed: the parallel-import vehicle business and logistics and warehousing services.
−Removed: However, following the discontinuation of the parallel-import vehicles business, as of December 31, 2024, the Company transitioned back to a single reportable segment, now focused exclusively on logistics and warehousing services.
+Added: The Company reported two operating segments:
+Added: the parallel-import vehicle business and logistics and warehousing services in 2024.
+Added: Following the discontinuation of the parallel-import vehicles business, during the year ended December 31, 2025, the Company reported a single reportable segment on logistics and warehousing services.
+Added: Significant segment expenses reviewed by management include cost of revenues, general and administrative expenses, impairment loss expenses, and share-based compensation expenses.
Recent accounting pronouncements
−Removed: ASU 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures , requires disclosures about significant segment expenses and additional interim disclosure requirements.
−Removed: This standard also requires a single reportable segment to provide all disclosures required by Accounting Standards Codification Topic 280.
−Removed: This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
−Removed: The amendments should be applied retrospectively for all prior periods presented in the consolidated financial statements.
−Removed: The Company intends to adopt this standard in its Annual Report on Form 10-K for the year ending December 31, 2025.
−Removed: The Company is currently evaluating the potential impact of adopting this standard on its disclosures.
−Removed: Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):
+Added: In October 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements—codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections—Overall, 260-10 Earnings Per Share—Overall, 270-10 Interim Reporting—Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities—Oil and Gas—Notes to Financial Statements, 946-20 Financial Services—Investment Companies—Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall.
+Added: The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics.
+Added: Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements.
+Added: Also, the amendments align the requirements in the Codification with the SEC’s regulations.
+Added: For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K.
+Added: Early adoption is not allowed.
+Added: For all other entities, the amendments will be effective two years later from the date of the SEC’s removal.
+Added: ASU 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures , establishes incremental disaggregation of income tax disclosures pertaining to the effective tax rate reconciliation and income taxes paid.
This standard is effective for fiscal years beginning after December 15, 2024, and requires prospective application with the option to apply it retrospectively.
−Removed: The Company intends to adopt this standard in its Annual Report on Form 10-K for the year ending December 31, 2025.
−Removed: The Company is currently evaluating the potential impact of adopting this standard on its disclosures.
+Added: The Company adopted ASU 2023-09 beginning January 1, 2025.
+Added: The adoption did not have a material impact on the Company’s consolidated financial statements.
+Added: In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses,” requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.
+Added: ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.
+Added: The Company is currently evaluating the impact of adopting ASU 2024-03.
+Added: Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.
NOTE 3 — LOAN RECEIVABLE
−Removed: Loan receivable consisted of the following:
−Removed: Vehicle pledged loan receivables
−Removed: Short-term loan receivables
−Removed: Total loan receivables
−Removed: On December 6, 2023, the Company entered into two vehicle pledged loan agreements with a customer, securing the loans with the customer’s vehicle inventory.
−Removed: The aggregate principal for these loans was set at $ 172,500 , determined as 90 % of each pledged vehicle’s manufacturer’s suggested retail price.
−Removed: The initial term of each agreement was 90 days .
−Removed: The loans had an annual interest rate of 14.4 % for the first 90 days and 18.0 % for any duration beyond that.
−Removed: The loans were fully repaid on February 27, 2024, and March 11, 2024, respectively.
−Removed: On December 11, 2023, the Company provided an unsecured short-term loan to one of its customers.
−Removed: The principal amount of the loan was $ 500,000 .
−Removed: This loan carried an annual interest rate of 12.0 % and was originally set to mature on February 12, 2024.
−Removed: However, on the maturity date, the Company and the borrower agreed to amend the terms of the loan to extend the maturity date to June 12, 2024, and increase the annual interest rate to 18.0 % for the extension period.
−Removed: No impairment was required as the loan had been assessed as collectible.
−Removed: Interest accrued through February 12, 2024, remained at the original rate of 12.0 % per annum, and any interest accruing after this date was subject to the new rate of 18.0 % per annum.
−Removed: The loan was fully repaid on June 17, 2024.
+Added: The Company had loans to generate interest income with third parties.
+Added: As of December 31, 2025 and December 31, 2024, a breakdown of loan receivable was as follows:
+Added: Hongkong Sanyou Petroleum Co Limited (1)
+Added: Asia Finance Investment Limited (2)
+Added: Total loan receivable
(1) On June 20, 2024, the Company entered into a one- year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.
+Added: The principal amount of the loan is $ 1,000,000 , bearing an annual interest rate of 12.0 % , and is set to mature in 12 months .
+Added: As of August 21, 2025, $ 1,000,000 principal and $ 119,666 interest had been fully collected.
+Added: On July 23, 2024, the Company entered an additional unsecured short-term loan of $ 1,500,000 to Hongkong Sanyou Petroleum Co Limited under the same terms.
+Added: Upon the original maturity date, $ 0 had been collected, with $ 182,500 interest accrued.
+Added: On July 23, 2025, the Company and the borrower executed an extension agreement to renew the loan for an additional one-year term, effective upon the original maturity date.
+Added: Under the renewed agreement, the outstanding balance became payable on demand and continues to bear interest at the reduced annual rate of 8 %.
+Added: The accrued and unpaid interest receivable under the original loan agreement was excluded from the renewed principal balance.
+Added: As of the date of this annual report, $ 1,500,000 principal and $ 220,992 interest had been fully collected.
+Added: On October 2, 2024 and October 28, 2024, the Company entered into two one-year unsecured short-term loan agreements with Hongkong Sanyou Petroleum Co Limited, for the principal amount of the loan $ 1,000,000 and $ 1,000,000 , respectively, bearing an annual interest rate of 12.0 % and set to mature in 12 months .
+Added: Upon the original maturity of these loans, the Company and the borrower executed loan extension agreements to renew both loans for an additional one-year term , effective as of October 2, 2025 and October 28, 2025, respectively.
+Added: Under the renewed agreements, the outstanding principal balances of $ 1,000,000 each continue to accrue interest at a reduced annual rate of 8 %, and will mature on October 1, 2026 and October 27, 2026, respectively.
+Added: The accrued and unpaid interest receivable under the original loan agreements were excluded from the renewed principal amounts.
+Added: As of the date of this report, the loan dated October 2, 2024, $ 1,000,000 principal and $ 141,667 interest had been fully collected.
+Added: With respect to the loan dated October 28, 2024, the Company has received partial repayments of $ 488,675 in principal, with remaining principal of $ 511,325 and interest of $ 135,889 to be collected subsequently.
+Added: On November 20, 2024, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.
The principal amount of the loan is $ 500,000 .
This loan carries an annual interest rate of 12.0 % and is set to mature in 12 months.
−Removed: On July 23, 2024, the Company extended an additional unsecured short-term loan of $ 1,500,000 to Hongkong Sanyou Petroleum Co.
−Removed: Limited under the same terms.
+Added: On November 20, 2025, the Company and the borrower executed an extension agreement to renew the loan for an additional one-year term, effective upon the original maturity date.
+Added: Under the renewed agreement, the outstanding balance became payable on demand and continues to bear interest at the reduced annual rate of 8 %.
+Added: The accrued and unpaid interest receivable under the original loan agreement was excluded from the renewed principal balance.
+Added: As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $ 500,000 and interest of $ 65,389 to be collected subsequently.
+Added: On March 17, 2025, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.
+Added: The principal amount of the loan is $ 950,000 .
+Added: This loan carries an annual interest rate of 12.0 % and is set to mature in
+Added: Upon the loan’s original maturity on March 16, 2025, the Company and the borrower executed a loan extension agreement to renew the loan for an additional one-year term, effective as of March 17, 2026.
+Added: Under the renewed agreement, the outstanding principal balance of $ 950,000 continues to accrue interest at a reduced annual rate of 5 %, and will mature on March 16, 2027.
+Added: The accrued and unpaid interest receivable under the original loan agreement was excluded from the renewed principal amount.
+Added: As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $ 950,000 and interest of $ 91,517 to be collected subsequently.
(2) On August 16, 2024, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $ 649,250 .
3 unchanged sentences
Any overdue payments under this agreement bear an annual interest rate of 18 % .
−Removed: On October 2, 2024, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.
−Removed: The principal amount of the loan is $ 1,000,000 .
−Removed: This loan carries an annual interest rate of 12.0 % and is set to mature in 12 months .
−Removed: On October 28, 2024, the Company entered into an additional unsecured short-term loan of $ 1,000,000 to Hongkong Sanyou Petroleum Co.
−Removed: Limited under the same terms.
+Added: Upon the loan’s original maturity on August 15, 2025, the Company and the borrower executed a loan extension agreement to renew the loan for an additional one - year term, effective as of August 16, 2025.
+Added: Under the renewed agreement, the outstanding principal balance of $ 558,295 continues to accrue interest at a reduced annual rate of 8 % , and will mature on August 15, 2026.
+Added: The accrued and unpaid interest receivable under the original loan agreement was excluded from the renewed principal amount.
+Added: As of the date of this annual report, $ 558,295 principal and $ 84,923 interest had been fully collected.
On October 24, 2024, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $ 530,000 .
This loan accrues interest at a monthly rate of 1.0 %, with a single lump-sum repayment due 12 months from the disbursement date.
−Removed: On November 20, 2024 the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.
−Removed: The principal amount of the loan is $ 500,000 .
−Removed: This loan carries an annual interest rate of 12.0 % and is set to mature in 12 months .
+Added: Upon the loan’s original maturity on October 23, 2025, the Company and the borrower executed a loan extension agreement to renew the loan for an additional one-year term, effective as of October 24, 2025.
+Added: Under the renewed agreement, the outstanding principal balance of $ 530,000 continues to accrue interest at a reduced annual rate of 8 %, and will mature on October 23, 2026.
+Added: The accrued and unpaid interest receivable under the original loan agreement was excluded from the renewed principal amount.
+Added: As of the date of this report, $ 530,000 principal and $ 72,492 interest had been fully collected.
+Added: On January 7, 2025, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $ 100,000 .
+Added: This loan accrues interest at a monthly rate of 1.0 %, with a single lump-sum repayment due 12 months from the disbursement date.
+Added: On January 29, 2025, the Company extended an additional unsecured short-term loan of $ 300,000 to Asia Finance Investment Limited under the same terms.
+Added: As of the date of this report, the loan dated January 7, 2025, $ 100,000 principal and $ 11,900 interest had been fully collected.
+Added: With respect to the loan dated January 29, 2025, $ 300,000 principal and $ 33,600 interest had been fully collected.
+Added: On March 18, 2025, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $ 825,400 .
+Added: This loan accrues interest at a monthly rate of 1.0 %, with a single lump-sum repayment due 12 months from the disbursement date.
+Added: On March 19, 2025, the Company extended an additional unsecured short-term loan of $ 900,000 to Asia Finance Investment Limited under the same terms.
+Added: Upon the original maturity of these loans, the Company and the borrower executed loan extension agreements to renew both loans for an additional one-year term , effective as of March 18, 2026 and March 19, 2026, respectively.
+Added: Under the renewed agreements, the outstanding principal balances of $ 825,400 and $ 900,000 , respectively, continue to accrue interest at a reduced annual rate of 5 %, and will mature on March 17, 2027 and March 18, 2027, respectively.
+Added: The accrued and unpaid interest receivable under the original loan agreements were excluded from the renewed principal amounts.
+Added: As of the date of this report, the loan dated March 18, 2025, $ 635,878 principal had been partially collected, with remaining principal of $ 189,522 and interest of $ 79,238 to be collected subsequently.
+Added: With respect to the loan dated March 19, 2025, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $ 900,000 and interest of $ 86,100 to be collected subsequently.
+Added: On June 13, 2025, the Company entered into a one - year unsecured short - term loan agreement with Asia Finance Investment Limited for a principal amount of $ 169,750 .
+Added: This loan accrues interest at an annual rate of 8.0 %, with a single lump - sum repayment due 12 months from the disbursement date.
+Added: As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $ 169,750 and interest of $ 7,582 to be collected subsequently.
+Added: On June 26, 2025, the Company entered into a one - year unsecured short - term loan agreement with Asia Finance Investment Limited for a principal amount of $ 200,000 .
+Added: This loan accrues interest at an annual rate of 8.0 %, with a single lump - sum repayment due 12 months from the disbursement date.
+Added: As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $ 200,000 and interest of $ 8,356 to be collected subsequently.
+Added: During the years ended December 31, 2025 and 2024, the Company evaluated the need for credit loss for loan receivable in accordance with the CECL model.
+Added: In assessing the CECL, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical credit loss experience, adjusted for relevant factors impacting collectability and forward-looking information indicative of external market conditions.
During the years ended December 31, 2025 and 2024, the Company recorded interest income of $ 924,224 and $ 320,472 , respectively.
+Added: As of March 20, 2026, the Company was subsequently repaid loan receivables of $ 4,009,514 and there was no credit loss recorded for the years ended December 31, 2025 and 2024.
NOTE 4 — OTHER RECEIVABLES
5 unchanged sentences
Interest receivable primarily relates to accrued interest from loan agreements disclosed in NOTE 3- Loan Receivable.
−Removed: For further details on the loan arrangements generating these interest receivables, refer to Note 3.
+Added: For further details on the loan arrangements generating these interest receivables, refer to NOTE 3 – Loan Receivable.
+Added: As of the date of this annual report, the Company was repaid subsequently interest receivables of $ 565,574 and there was no credit loss recorded for the years ended December 31, 2025 and 2024.
NOTE 5 — DISCONTINUED OPERATIONS
−Removed: 1) Loss from discontinued operations for fiscal years 2024 and 2023 was as follows:
−Removed: For the Years Ended December 31,
+Added: 1) Loss from discontinued operations for the year ended December 31, 2024 was as follows:
+Added: For the Year Ended December 31,
Cost of Revenue
3 unchanged sentences
Total operating expenses
−Removed: (Loss) income from discontinued operations
+Added: (Loss) from discontinued operations
( 1,867,870 )
1 unchanged sentence
Interest expenses
−Removed: ( 1,197,414 )
Other (expenses), net
−Removed: ( 1,197,414 )
−Removed: (Loss) income from discontinued operations before income taxes
+Added: Income (loss) from discontinued operations before income taxes
( 1,956,658 )
5 unchanged sentences
As a result, all financial results associated with this business have been reclassified as discontinued operations in the accompanying consolidated financial statements for all periods presented.
−Removed: For the years ended December 31, 2024 and 2023, revenue from discontinued operations was $ 1.6 million and $ 38.3 million, respectively.
−Removed: The significant decline was primarily due to the continued downturn and cessation of vehicle purchases in 2023.
−Removed: SGA expenses related to discontinued operations were operational expenses associated with sourcing, purchasing, and shipping vehicles, leading to improved financial performance in future periods.
−Removed: Interest expenses of discontinued operations of $ 88,788 and $ 1,197,414 for the years ended December 31, 2024 and 2023 were related to loan of inventory financing, loan of letter of credit financing, loan of dealer financing and revolving credit line of financing, all of which are classified under Current liabilities of discontinued operations.
+Added: For the year ended December 31, 2024, revenue from discontinued operations was $ 1.6 million.
+Added: Selling, general, and administrative expenses related to discontinued operations were operational expenses associated with sourcing, purchasing, and shipping vehicles, leading to improved financial performance in future periods.
+Added: Interest expenses of discontinued operations of $ 88,788 for the year ended December 31, 2024 was related to loan of inventory financing, loan of letter of credit financing, loan of dealer financing and revolving credit line of financing, all of which are classified under current liabilities of discontinued operations.
Further details on these financing arrangements are provided in “3) Current liabilities of discontinued operations.” The loans related were all paid off as of December 31, 2024.
22 unchanged sentences
These receivables were partially backed by third-party guarantees, providing some assurance of collection.
−Removed: Through management’s active collection efforts, the Company successfully collected approximately $ 4.0 million of the outstanding balances during the year ended December 31, 2024.
+Added: During the year ended December 31, 2024, the Company collected approximately $ 4.0 million related to accounts receivable generated in prior periods and earlier in the year.
+Added: As of December 31, 2024, the Company had gross accounts receivable of approximately $ 4.1 million.
The Company conducted an initial assessment of collectability and recognized a credit loss of $ 1.1 million for accounts deemed uncollectible during the first three quarters of 2024.
15 unchanged sentences
The Company recognized a total credit loss of $ 34,886 for the discontinued operations during the year ended December 31, 2024.
−Removed: ***Current liabilities of discontinued operations
−Removed: The Company had previously utilized letter of credit (LC) financing and revolving lines of credit for working capital needs related to the parallel-import vehicle business.
−Removed: These financial obligations have been reclassified to discontinued operations as they were directly tied to the vehicle business and have been fully repaid.
−Removed: Letter of Credit Financing
−Removed: The Company entered into a series of loan agreements with two third-party companies for working capital funding purposes during the year ended December 31, 2023.
−Removed: Pursuant to these agreements, loans payable from LC financing were collateralized by letters of credit from overseas sales of parallel-import vehicles.
−Removed: Interest expenses are calculated based on the actual number of days elapsed at an interest rate of 18.0 % per annum.
−Removed: In addition, $ 1,084,775 accounts receivable transactions in connection with letters of credit were pledged as collateral to guarantee the Company’s LC financing as of December 31, 2023 .
−Removed: As of December 31, 2024 and 2023, the balance of loans payable from letter of credit financing was nil and 1,004,565 , respectively.
−Removed: The Company repaid the above loans in full on March 19, 2024.
−Removed: Interest expense for LC financing was $ 23,123 and $ 925,426 for the years ended December 31, 2024 and 2023, respectively.
−Removed: Revolving Line of Credit
−Removed: On October 5, 2022, the Company entered into two revolving line of credit agreements (the “Revolving Line of Credit Agreements”) with two third-party companies that have been providing financial support to the Company’s business since 2021.
−Removed: Pursuant to the Revolving Line of Credit Agreements, the Company can borrow under revolving lines of credit of up to $ 10.0 million and $ 5.0 million, respectively, from these two third-party companies with a total of $ 15.0 million for a period of 12 months at a fixed interest rate of 1.5 % per month.
−Removed: On December 12, 2022, the Company amended the Revolving Line of Credit Agreements to extend the maturity date to April 2024 with the same terms.
−Removed: On April 26, 2024, the Company repaid $ 104,170 in full to one third-party company.
−Removed: On July 11, 2024, the remaining balance of $ 584,541 was offset with the accounts receivable collected by that third-party company on behalf of the Company.
−Removed: During the year ended December 31, 2023, the Company borrowed a total of $ 3,244,488 , repaid $ 2,555,777 , and had $ 688,711 remaining balance as of December 31, 2023.
−Removed: Interest expense for the revolving lines of credit was $ 65,665 and $ 155,245 for the years ended December 31, 2024 and 2023, respectively.
Cash Flows from discontinued operations
−Removed: For the Years Ended
+Added: For the Year Ended
Cash flows from operating activities:
−Removed: Net (loss) income
( 3,649,703 )
−Removed: (Loss) income from discontinued operations, net of tax
( 5,188,852 )
+Added: Loss from discontinued operations, net of tax
+Added: ( 1,978,603 )
Loss from continuing operations
9 unchanged sentences
( 1,341,816 )
+Added: ( 6,130,932 )
Net cash used in investing activities
( 1,341,816 )
+Added: ( 6,130,932 )
Cash flows from financing activities:
2 unchanged sentences
( 1,693,276 )
−Removed: ( 9,618,444 )
−Removed: Net cash provided by (used in) financing activities
−Removed: ( 4,563,108 )
+Added: Net cash used in discontinued financing activities
NOTE 6 — PROPERTY, PLANT, AND EQUIPMENT, NET
−Removed: Property consisted of the following:
+Added: Property, plant, and equipment, net consisted of the following:
Estimated Useful Life
5 unchanged sentences
Property, plant, and equipment, net
−Removed: During the years ended December 31, 2024 and 2023, the Company recorded deprecation of $ 27,400 and nil , respectively.
+Added: During the years ended December 31, 2025 and 2024, the Company recorded deprecation of $ 39,528 and $ 27,400 , respectively.
There was no impairment loss during the years ended December 31, 2025 and 2024.
6 unchanged sentences
The Company determines whether a contract is or contains a lease at the inception of the contract and whether that lease meets the classification criteria of a finance or operating lease.
−Removed: When available, the Company uses the rate implicit in the lease to discount lease
−Removed: payments to present value;
+Added: When available, the Company uses the rate implicit in the lease to discount lease payments to present value;
however, most of the Company’s leases do not provide a readily determinable implicit rate.
6 unchanged sentences
The office space is designated for general business operations.
−Removed: In accordance with ASC 842, the Company has recognized a right-of-use asset and a lease liability on its balance sheet related to this operating lease.
+Added: In accordance with ASC 842, the Company has recognized a ROU asset and a lease liability on its balance sheet related to this operating lease.
On April 28, 2023, the Company entered a First Amendment to Lease Agreement (the “ Amended Lease ”) with one of its landlords, which amended a previous lease agreement between the two parties, whereby the Company leases office space from the landlord with an initial lease term from December 1, 2020 to December 31, 2023.
Pursuant to the Amended Lease, the initial lease term was extended for a period commencing January 1, 2024 and expiring February 28, 2027, unless sooner terminated as provided in the Amended Lease.
−Removed: The Company was also granted the option to extend the lease term for another three years starting from March 1, 2027 and ending February 28, 2030.
+Added: In January, 2025, the Company sent two letters to the lessor requesting to terminate the Amended Lease, as the Company had vacated the property.
+Added: Subsequent to the foregoing, the Company reviewed the landlord’s internal tenant management system and confirmed that the Company had been removed as an active tenant from the landlord’s system in December 2025, and all the outstanding invoices from February to December 2025 had also been reversed.
+Added: As a result, the Company’s prior vacating of the premises, and its repeated requests to terminate the Amended Lease, the Company believes that the Amended Lease has been effectively terminated.
+Added: During the year ended December 31, 2025, the Company recorded a gain of $ 7,853 for the termination of lease.
The Company’s subsidiary, Edward, entered into a Second Amendment to Lease Agreement with its landlord on May 22, 2023, which amended a previous lease agreement and the first amendment between the parties, whereby Edward leases a warehouse from the landlord with an initial lease term from June 1, 2013 to July 31, 2018.
1 unchanged sentence
The second amendment further extended the lease to August 31, 2028.
−Removed: The short-term lease runs month-to-month from January 1, 2024 to August 31, 2024.
+Added: The Company entered into a lease arrangement beginning January 1, 2024.
+Added: The lease initially ran month-to-month through August 31, 2024 and continued on a month-to-month basis thereafter.
Both operating lease expenses and short-term lease expenses are recognized in general and administrative expenses.
19 unchanged sentences
During the years ended December 31, 2025 and 2024, the Company incurred total operating lease expenses of $ 639,416 and $ 429,065 , respectively.
−Removed: The total lease expenses were $ 545,440 and $ 268,801 for the year ended December 31, 2024 and 2023.
+Added: The total lease expenses were $ 746,816 and $ 545,440 for the years ended December 31, 2025 and 2024, respectively.
As of December 31, 2025, future maturities of lease liabilities were as follows:
4 unchanged sentences
Acquisition of Edward
−Removed: On January 24, 2024, Cheetah Net entered into a Stock Purchase Agreement to acquire 100 % of Edward.
+Added: On January 24, 2024, Cheetah Net entered into a Stock Purchase Agreement to acquire 100 % of the equity interests in Edward.
The transaction closed on February 2, 2024.
The gross purchase price was $ 1.5 million.
−Removed: Consideration paid consisted of $ 0.3 million of cash and the issuance of 79,521 shares of Cheetah Net’s Class A common stock with a fair value of $ 1.2 million.
+Added: Consideration paid consisted of $ 0.3 million of cash and the issuance of 79,521 shares of the Company’s Class A common stock with a fair value of $ 1.2 million.
In accordance with ASC 805, Business Combinations (“ASC 805”), it was determined that the fair value of the stock consideration was $ 0.9 million at the time of the transaction, reflecting a comprehensive evaluation of the stock’s market conditions and liquidity impacted by lock-up period restrictions.
25 unchanged sentences
Acquisition of TWEW
−Removed: On November 27, 2024, Cheetah Net entered into a Stock Purchase Agreement to acquire 100 % of TWEW.
+Added: On November 27, 2024, Cheetah Net entered into a Stock Purchase Agreement to acquire 100 % of the equity interests in TWEW.
The transaction closed on December 19, 2024.
The gross purchase price was $ 1 million.
−Removed: Consideration paid consisted of $ 0.2 million of cash and the issuance of 469,484 shares of Cheetah Net’s Class A common stock with a fair value of $ 0.8 million.
+Added: Consideration paid consisted of $ 0.2 million of cash and the issuance of 469,484 shares of the Company’s Class A common stock with a fair value of $ 0.8 million.
Following ASC 805, it was determined that the fair value of the stock consideration was $ 1 million at the time of the transaction, reflecting a comprehensive evaluation of the stock’s market conditions and liquidity impacted by lock-up period restrictions.
4 unchanged sentences
Deferred Tax Liability
−Removed: Short term loan payable
+Added: Short term loans payable
Total Purchase Consideration
−Removed: The fair value of the accounts receivable, other current assets, and short-term loan payable assumed approximates their gross contractual amounts.
+Added: The fair value of the accounts receivable, other current assets, and short-term loans payable assumed approximates their gross contractual amounts.
The customer relationship intangibles of $ 600,000 were valued by discounting estimated after-tax earnings over their remaining useful lives using the multi-period excess earnings method, that are representative of those a market participant would use in estimating fair value.
6 unchanged sentences
TWEW-Customer Relationships
−Removed: During the years ended December 31, 2024 and 2023, the Company incurred accumulated amortization expenses of $ 52,928 and nil , respectively.
+Added: During the years ended December 31, 2025 and 2024, the Company incurred accumulated amortization expenses of $ 107,726 and $ 52,928 , respectively.
+Added: Management conducted an impairment assessment of goodwill and intangible assets associated with the Edward acquisition in accordance with ASC 350, Intangibles—Goodwill and Other.
+Added: The Company utilized a discounted cash flow (“DCF”) model to estimate the fair value of the reporting unit, taking into consideration projected revenues, operating margins, terminal value assumptions, and a discount rate reflecting the risks of the underlying cash flows.
+Added: Based on the results of this analysis, management determined that the carrying value of certain intangible assets and goodwill exceeded their estimated fair value, and accordingly, recorded an impairment charge.
+Added: Key assumptions used in the analysis included management’s projections of future cash flows, growth rates, and weighted average cost of capital.
+Added: Changes in these assumptions, or a decline in actual performance compared with forecasts, could result in additional impairments in future periods.
+Added: As of December 31, 2025
+Added: As of December 31, 2025
+Added: Intangible Assets
+Added: Preliminary value
+Added: Impairment loss
+Added: Finalized Value
+Added: Edward-Customer Relationships
+Added: Edward-Trade Names
+Added: Edward-Goodwill
+Added: Total future amortization expenses for finite-lived intangible assets were estimated as follows:
NOTE 9 — PREMIUM FINANCE
−Removed: On July 31, 2023, the Company entered into a Premium Finance Agreement (the “Premium Finance Agreement”) with National Partners PFco, LLC.
−Removed: Pursuant to the Premium Finance Agreement, the Company borrowed $ 221,139 for the purchase of its directors and officers insurance, at an annual interest rate of 7.75 %.
−Removed: On April 1, 2024, the Company repaid the above loan in full.
On August 1, 2024, the Company entered into a premium finance agreement (the “Premium Finance Agreement”) with ETI Financial Corporation to finance the purchase of its directors and officers’ insurance.
1 unchanged sentence
The loan is structured to be repaid in 10 monthly installments, starting with the first payment on September 1, 2024.
+Added: The loan was paid off on June 2, 2025.
+Added: On August 1, 2025, the Company renewed the Premium Finance Agreement with ETI Financial Corporation to finance the purchase of its directors’ and officers’ insurance for the new policy term.
+Added: Under the renewed agreement, the Company borrowed $ 151,421.49 at an annual interest rate of 7.10 %.
+Added: The financing is scheduled to be repaid in nine -month installments, beginning on September 1, 2025.
+Added: As of the date of this report, the Company is in compliance with all payment terms under the renewed agreement.
+Added: Premium finance consisted of the following:
+Added: Premium finance
Interest expenses incurred related to the Premium Finance Agreement were $ 5,915 and $ 5,792 for the years ended December 31, 2025 and 2024, respectively.
16 unchanged sentences
The amended loan bears a fixed interest rate of 3.75 % per annum.
−Removed: Beginning from March 2022, 24 months from the date of the original loan agreement, the Company is required to make a new monthly installment payment of $ 2,485 within the remaining term of loan, with the last installment to be paid in May 2050.
+Added: Beginning from
+Added: March 2022, 24 months from the date of the original loan agreement, the Company is required to make a new monthly installment payment of $ 2,485 within the remaining term of loan, with the last installment to be paid in May 2050.
The future maturities of the SBA loan as of December 31, 2025 were as follows:
16 unchanged sentences
On September 30, 2024, the compensation committee of the Company’s board of directors approved the grant of 45,938 shares of Class A common stock and 31,250 shares of Class B common stock (the “Award”) to Mr.
−Removed: Huan Liu, CEO of the Company.
+Added: Huan Liu, chief executive officer of the Company.
The Award vested immediately upon grant.
+Added: On September 30, 2025, the compensation committee of the Company’s board of directors approved the grant of 43,750 shares of Class A common stock (the “Award”) to Mr.
+Added: Jianhui Li, strategic consultant of the Company.
+Added: The Award vested immediately upon grant.
+Added: On September 19, 2025, the compensation committee of the Company’s board of directors approved the grant of 144,000 shares of Class B common stock (the “Award”) to Mr.
+Added: Huan Liu, chief executive officer of the Company, pursuant to the Plan, which grant became effective on October 15, 2025.
+Added: The Award was vested immediately upon grant.
+Added: Average Grant
+Added: Date Fair Value
+Added: Per Share (US$)
+Added: Shares as of December 31, 2024
+Added: Shares as of December 31, 2025
Nonvested shares
1 unchanged sentence
Subsequently, on November 30, 2024, the compensation committee of the Company’s board of directors approved the grant of 6,250 shares of Class A common stock to one employee.
−Removed: A summary of the nonvested shares activity for the nine months ended December 31, 2024 is as follows:
+Added: On January 1, 2025, January 17, 2025, and September 23, 2025, a total of 31,250 shares were forfeited.
+Added: On September 30, 2025, a total of 11,951 shares were vested.
+Added: A summary of the nonvested shares for the year ended December 31, 2025 is as follows:
Average Grant
4 unchanged sentences
The fair value of vested and nonvested shares is determined by the market closing price of Class A common stock at the grant date.
−Removed: Accordingly, the Company recorded share-based compensation expenses of $ 277,345 for the year ended December 31, 2024.
−Removed: As of December 31, 2024, total unrecognized compensation cost relating to nonvested shares was $ 243,278 , which is to be recognized over a weighted average period of three years .
−Removed: NOTE 12 — RELATED PARTY TRANSACTIONS
−Removed: Nature of relationship with a related party
−Removed: Relationship with Our Company
−Removed: Chief Executive Officer (“CEO”) and Chairman of the Board of Directors
−Removed: West Buy Media Inc.
−Removed: 100 % owned by Mr.
−Removed: Huan Liu, CEO and Chairman of the Board of Directors
−Removed: West Buy Media Inc., a North Carolina Corporation, served as the guarantor in connection with the Company’s operating lease signed on July 19, 2024 with an independent third party, Zina Development, LLC.
−Removed: West Buy Media Inc.
−Removed: provides guarantees to the Company’s full payment and performance of all obligations in connection with this lease (also see NOTE 7 — LEASES).
−Removed: Due to a related party
−Removed: Amount due to a related party represents amounts due to the Company’s CEO and Chairman of the Board of Directors, Mr.
−Removed: Huan Liu, for funds borrowed for working capital purposes during the Company’s normal course of business.
−Removed: These payables are unsecured, non-interest bearing, and due on demand.
−Removed: During the year ended December 31, 2023, the Company borrowed an aggregate of $ 45,798 from Mr.
−Removed: Huan Liu directly as working capital and used such funds to purchase vehicles and repaid $ 32,375 to Mr.
−Removed: Accordingly, there was $ 13,423 remaining as of December 31, 2023.
−Removed: On February 15, 2024, the Company repaid the above balance in full.
+Added: Accordingly, the Company recorded share-based compensation expenses of $ 387,618 and $ 277,345 for the years ended December 31, 2025 and 2024, respectively.
+Added: As of December 31, 2025, total unrecognized compensation cost relating to nonvested shares was $ 107,380 , which is to be recognized over a weighted average period of two years .
NOTE 12 — INCOME TAXES
10 unchanged sentences
Total deferred income tax expenses (benefits)
−Removed: Total income tax benefits
+Added: Adjustments related to prior year income taxes
+Added: Total income tax expenses (benefits)
+Added: The consolidated statement of operations reflects income tax expense of approximately $ 18,342 for the year ended December 31, 2025, which includes the current quarter provision of $ 5,200 , and approximately $ 13,142 of tax payments related to prior periods and acquisition-related tax filings upon the filing of 2024 tax returns in April 2025.
+Added: These additional amounts primarily consist of:
+Added: (i) $ 2,155 of tax obligations owed by Cheetah for the 2024 tax year, (ii) $ 1,101 of pre-acquisition tax obligations of Edward, and (iii) $ 9,886 of pre-acquisition tax obligations of TWEW.
+Added: These payments do not impact the Company’s estimated annual effective tax rate for 2025.
Reconciliations of the statutory income tax rate to the effective income tax rate were as follows:
9 unchanged sentences
Lease liability
−Removed: Total gross deferred tax assets
−Removed: Less valuation allowance
−Removed: ( 1,159,129 )
−Removed: Total deferred tax assets, net of valuation allowance
+Added: Total deferred tax assets
Deferred tax liabilities:
2 unchanged sentences
Total deferred tax liabilities
+Added: Less valuation allowance
+Added: ( 1,793,889 )
+Added: ( 1,159,129 )
Total deferred tax assets, net
18 unchanged sentences
Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations, including its organization and structure disclosed in NOTE 1, such experience may not be indicative of future results.
+Added: Recent tariff actions imposed by governments of the U.S.
+Added: and the PRC present risks to the Company’s logistics and warehousing operations, potentially affecting shipping volumes, warehouse utilization, and customer demand.
+Added: The Company has been monitoring trade policy developments closely.
As of December 31, 2025 and 2024, all of the Company’s cash was on deposit at financial institutions in the U.S., which are insured by the Federal Deposit Insurance Corporation subject to certain limitations.
The Company has not experienced any losses in such accounts.
−Removed: As of December 31, 2024, accounts receivable related to the discontinued parallel-import vehicle business, including the associated credit risk, have been reclassified to “Current Assets of Discontinued Operations” in the consolidated balance sheets.
−Removed: Accordingly, the remaining accounts receivable presented in continuing operations are solely related to the Company’s logistics and warehousing business.
−Removed: These receivables are subject to the Company’s credit risk assessment under ASC 326, and no allowance for credit losses was recorded as of December 31, 2024 and 2023.
+Added: The Company also closely monitors the collectability of its loan receivable, and no allowance for credit losses was recorded as of December 31, 2025 based on management’s assessment under ASC 326.
Concentrations
−Removed: Parallel-import automobile dealers were the Company’s major customers during the year ended December 31, 2023.
−Removed: The Company has undergone a business transformation since the acquisition of Edward, which happened in February 2024 (see also NOTE 8 — Intangible Asset and Goodwill).
−Removed: As of the date of this Annual Report, the Company’s logistic and warehousing business is still in its early stage.
−Removed: For the year ended December 31, 2024, two parallel-import car dealers accounted for 100 % ( 87.7 % and 12.3 % respectively) of the Company’s revenue from parallel-import vehicles.
−Removed: For the year ended December 31, 2023, three parallel-import car dealers accounted for 98.0 % ( 58.1 %, 28.2 %, and 11.7 %, respectively) of the Company’s total revenue.
−Removed: As of December 31, 2024, three parallel-import car dealers in the Company’s parallel-import vehicles segment accounted for 92.0 % ( 58.1 %, 18.4 %, and 15.4 %, respectively) of the accounts receivable balance.
−Removed: As of December 31, 2023, three parallel-import car dealers accounted for approximately 98.0 % ( 58.1 %, 28.2 %, and 11.7 %, respectively) of the accounts receivable balance.
−Removed: During the year ended December 31, 2024, the Company did not purchase any vehicles.
−Removed: During the year ended December 31, 2023, one U.S.-based automobile dealership accounted for approximately 8.8 % of the Company’s total purchases.
+Added: The Company has undergone a business transformation since the acquisition of Edward, which happened in February 2024 and TWEW in December 2024 (see also NOTE 8 — Intangible Asset and Goodwill).
+Added: As of the date of this report, the Company’s logistic and warehousing business is still in its early development stage.
NOTE 14 — STOCKHOLDERS’ EQUITY
Cheetah Net was established under the laws of the State of North Carolina on August 9, 2016.
−Removed: Under the Company’s amended and restated articles of incorporation on July 2, 2024, the total authorized number of shares of common stock is 1,000,000,000 with par value of $ 0.0001 , which consists of 891,750,000 shares of Class A common stock and 108,250,000 shares of Class B common stock.
−Removed: The Company also has the authority to issue 500,000 shares of preferred stock as deemed necessary with a par value per share equal to the par value per share of the Class A common stock.
+Added: Under the Company’s amended and restated articles of incorporation dated July 2, 2024, the total authorized number of shares of common stock is 1,000,000,000 with par value of $ 0.0001 , which consists of 891,750,000 shares of Class A common stock and 108,250,000 shares of Class B common stock.
+Added: The Company also has the authority to issue 500,000 shares of preferred stock as deemed necessary with a par value per share equal to
+Added: the par value per share of the Class A common stock.
Holders of Class A common stock and Class B common stock have the same rights except for voting and conversion rights.
33 unchanged sentences
The Reverse Stock Split took effect on October 21, 2024.
−Removed: Starting on October 24, 2024, the Company’s Class A common stock began trading on the Nasdaq Capital Market on a post-split basis.
−Removed: All share information included on Form 10-K has been retrospectively adjusted to reflect the Reverse Stock Split as if it had occurred as of the earliest period presented.
+Added: Starting on October 24, 2024, the Company’s Class A common stock began trading on the Nasdaq Capital Market on a post-split
+Added: All share information included in this annual report on Form 10-K has been retrospectively adjusted to reflect the Reverse Stock Split as if it had occurred as of the earliest period presented.
On November 27, 2024, the Company entered into a stock purchase agreement with TWEW and its stockholders (the “TWEW Seller”).
5 unchanged sentences
The fair value of the Warrants was recorded to additional paid-in capital within stockholders’ equity.
−Removed: Shares Issuable & terminated as of
+Added: Shares Issuable &
+Added: terminated as of
Title of Warrant
4 unchanged sentences
On March 27, 2024, the Company completed the payment of termination fees totaling $ 78,125 , which was recorded as an offset to additional paid in capital within stockholders’ equity.
−Removed: There were no warrant shares remaining as of December 31, 2024.
−Removed: NOTE 16 — COMMITMENTS AND CONTINGENCIES
−Removed: On February 23, 2023, the Company filed a complaint in the New York Supreme Court, New York County, against Stefanie A.
−Removed: Rehfeld (the “Defendant”), alleging that she breached an independent contractor agreement with the Company by misappropriating a vehicle that she had acquired and was contractually obliged to deliver to the Company in exchange for a commission.
−Removed: On April 25, 2023, the court granted the Company’s motion for summary judgment on its causes of action seeking specific performance and contractual indemnification.
−Removed: The Company has successfully recovered the vehicle and received its title.
−Removed: On August 7, 2024, the court conducted an inquest and awarded the Company $ 64,359.22 in fees and costs.
−Removed: The final judgment was entered on January 14, 2025.
−Removed: To enforce the judgment, the Company initiated post-judgment collection efforts.
−Removed: On January 23, 2025, the Company served subpoenas and restraining notices on the Defendant’s bank and employers.
+Added: There were no warrant shares remaining as of December 31, 2025 and 2024.
+Added: NOTE 15 — SEGMENT REPORTING
+Added: The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CEO”), who reviews financial information of operating segments based on U.S.
+Added: GAAP amounts when making decisions about allocating resources and assessing performance of the Company.
+Added: The Company determined that it operated in one operating segment of logistics and warehousing services, including the freight forwarding services provided by Edward and the general labor and logistics services provided by TWEW.
+Added: The Company primarily operates in the U.S.
+Added: and substantially all of the Company’s long-lived assets are located in the U.S.
+Added: For the Years Ended
+Added: Cost of revenues
+Added: Impairment loss expenses
+Added: Share-based compensation expenses
+Added: Lease expense
+Added: Depreciation and amortization expenses
+Added: Interest expenses
+Added: Income tax expenses (credit)
+Added: Other segment items*
+Added: Segment net loss
+Added: ( 3,649,703 )
+Added: ( 3,232,194 )
+Added: Consolidated loss
+Added: ( 3,649,703 )
+Added: ( 5,188,852 )
+Added: Consolidated total assets
+Added: * Other segment items include remaining general and administration expenses, and other income.
+Added: For the discontinued operations of parallel-import vehicle segment, the segment report was:
+Added: For the Years Ended
+Added: Cost of revenues
+Added: Allowance of credit loss of accounts receivables
+Added: Interest expenses
+Added: Other segment items*
+Added: Discontinued segment net loss
+Added: ( 1,956,658 )
+Added: Consolidated loss
+Added: ( 5,188,852 )
+Added: Consolidated total assets
+Added: * Other segment items include remaining general and administration expenses, and other income.
NOTE 17 — SUBSEQUENT EVENTS
−Removed: On January 7, 2025 and January 29, 2025, the Company entered into two one-year unsecured short-term agreements with Asia Finance Investment Limited, with principal amounts of the loans $ 100,000 and $ 300,000 , respectively, bearing an annual interest rate of 12.0 % and set to mature in 12 months .
−Removed: On March 3, 2025, the Company’s Board of Directors approved the discontinuation of the Company’s parallel-import vehicle business, including but not limited to the cessation of all activities related to such business, the exit from this business segment, disposal of inventory, and winding down of operations in compliance with applicable legal and regulatory requirements.
−Removed: The Company’s management was authorized to take any commercially reasonable actions to attempt recovery, but no further operational resources shall be allocated to the pursuit of such debts unless deemed feasible by the Company’s officers.
+Added: On January 27, 2026, the Company entered into stock purchase agreements with certain investors for the sale of an aggregate of 33,450,000 shares of Class A common stock for gross proceeds of approximately $ 40.14 million in a private placement pursuant to Regulation S under the Securities Act of 1933, as amended.
+Added: The private placement closed on February 12, 2026.
+Added: Subsequent to December 31, 2025 and through the date of this report, the Company has received repayments related to its loan receivable balances, including $ 4,009,514 applied to outstanding loan receivable and $ 565,574 applied to interest receivable.
+Added: The Company considered these subsequent collections in its assessment of expected credit losses as of December 31, 2025, and therefore no allowance for expected credit losses was recorded for the year ended December 31, 2025.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.