What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-14 compared with 2025-11-07 · 347 added, 473 removed, 620 unchanged (57% of the section changed)

1 unchanged sentence

CHEETAH NET SUPPLY CHAIN SERVICE INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

CONSOLIDATED BALANCE SHEETS

CURRENT ASSETS:

2 unchanged sentences

Loan receivable

Other receivables

Other receivables, net

Prepaid expenses and other current assets

Current assets of discontinued operations

Deposit on long-term investment

TOTAL CURRENT ASSETS

NON-CURRENT ASSETS:

NONCURRENT ASSETS:

Property, plant, and equipment, net

1 unchanged sentence

Intangibles, net

TOTAL NON-CURRENT ASSETS

TOTAL NONCURRENT ASSETS

LIABILITIES AND STOCKHOLDERS’ EQUITY

2 unchanged sentences

Current portion of long-term debt

Loan payable from premium finance

Loans payable from premium finance

Due to a related party

Operating lease liabilities, current

Accrued liabilities and other current liabilities

Current liabilities of discontinued operations

TOTAL CURRENT LIABILITIES

NON-CURRENT LIABILITIES:

NONCURRENT LIABILITIES:

Long-term debt, net of current portion

Operating lease liabilities, net of current portion

TOTAL NON-CURRENT LIABILITIES

TOTAL NONCURRENT LIABILITIES

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES (Note 16)

STOCKHOLDERS’ EQUITY

Common stock, $ 0.0001 par value, 2,200,000,000 shares authorized;

3,274,587 and 3,218,886 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively, including:

Class A common stock, $ 0.0001 par value - 891,750,000 shares authorized;

2,727,712 and 2,672,011 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively

Class B common stock, $ 0.0001 par value - 108,250,000 shares authorized, 546,875 and 546,875 shares issued and outstanding as of September 30, 2025, and December 31, 2024

184,346 and 17,096 shares issued and outstanding, including*:

Class A common stock, $ 0.0001 par value, 2,000,000,000 shares authorized, 180,890 and 13,640 shares issued and outstanding

Class B common stock, $ 0.0001 par value, 200,000,000 shares authorized, 3,456 and 3,456 shares issued and outstanding

Additional paid-in capital

Accumulated deficit

(Accumulated deficit) Retained earnings

( 8,946,579 )

2 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

* Retrospectively adjusted for the reverse split of the Company’s Common Stock at a ratio of 1 -for-200, which took effect on April 29, 2026.

See also Note 15.

The accompanying notes are an integral part of these consolidated financial statements.

CHEETAH NET SUPPLY CHAIN SERVICE INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31,

COST OF REVENUE

1 unchanged sentence

General and administrative expenses

Impairment loss expenses

Share-based compensation expenses

1 unchanged sentence

LOSS FROM OPERATIONS

( 1,564,479 )

( 1,334,251 )

( 3,305,776 )

( 2,884,948 )

OTHER INCOME (EXPENSES)

1 unchanged sentence

Interest expenses

Other expenses

OTHER INCOME, NET

OTHER INCOME (EXPENSES), NET

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

( 1,314,650 )

( 1,254,191 )

( 2,562,745 )

( 2,763,550 )

Income tax (benefits) expense

( 1,052,969 )

Income tax (benefits)

LOSS FROM CONTINUING OPERATIONS

( 1,314,650 )

( 2,581,087 )

( 1,710,581 )

LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX

( 1,121,081 )

( 1,326,521 )

( 1,314,650 )

( 1,815,292 )

( 2,581,087 )

( 3,037,102 )

Loss from continuing operations per ordinary share - basic and diluted

2 unchanged sentences

Weighted average shares - basic and diluted

Reclassification- certain reclassifications have been made to the financial statements for the period ended September 30, 2024, to conform to the presentation for the period ended September 30, 2025, with no effect on previously reported net income (loss).

* Certain reclassifications have been made to the financial statements for the period ended March 31, 2024, to conform to the presentation for the period ended March 31, 2025, with no effect on previously reported net income (loss).

See Note 6 – Discontinued Operations.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

CHEETAH NET SUPPLY CHAIN SERVICE INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Common Stock*

Stockholders’

1 unchanged sentence

( 8,330,314 )

Share-based compensation expenses

Net loss from continuing operations for the period

Share-Based Compensation

Issuance of common stock in private placement, net of offering costs

Net loss from continuing operations for the year

Balance, March 31, 2026*

( 8,946,579 )

Share-based compensation expenses

Net loss from continuing operations for the period

Balance, June 30, 2025

( 5,947,048 )

Share-based compensation expenses

Issuance of common stock in connection of share-based award

Shares issued upon exercised share-based award for employees

Net loss from continuing operations for the period

( 1,314,650 )

Balance, September 30, 2025

( 7,261,698 )

Common Stock*

Retained Earnings

1 unchanged sentence

Balance, December 31, 2024*

Termination of equity-classified warrant

Issuance of common stock for acquisition

Net loss from discontinued operations for the period

Net loss from continuing operations for the period

Balance, March 31, 2024

Issuance of follow-on public offering

Net loss from discontinued operations for the period

Net loss from continuing operations for the period

Balance, June 30, 2024

Issuance of follow-on public offering

Subscription receivable

Issuance of common stock in connection of share-based award (in shares)

Share-Based Compensation

Net loss from discontinued operations for the period

( 4,680,611 )

( 1,121,081 )

Net loss from continuing operations for the period

Balance, September 30, 2024

Share-based compensation expenses

Net loss from continuing operations for the year

Balance, March 31, 2025*

( 5,434,520 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

* Retrospectively restated for effect of the Company’s amended and restated articles of incorporation and bylaws and the reverse split took effect on April 29, 2026.

The accompanying notes are an integral part of these consolidated financial statements.

CHEETAH NET SUPPLY CHAIN SERVICE INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

Cash flows from operating activities:

( 2,581,087 )

( 3,037,102 )

Loss from discontinued operations, net of tax

( 1,326,521 )

Loss from continuing operations

( 2,581,087 )

( 1,710,581 )

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Amortization of operating lease right-of-use assets

Amortization of Intangible Assets

Impairment loss expenses on goodwill and intangible assets

Share-based compensation expenses

Deferred income tax benefits

( 1,057,853 )

Accrued current income tax expense

Changes in operating assets and liabilities:

Accounts receivable

Other receivables

Other receivables, net

Due from/to related party

Prepaid expenses and other current assets

( 2,152,338 )

Other payables and other current liabilities

2 unchanged sentences

( 2,457,939 )

( 2,921,549 )

Cash provided by operating activities-discontinued operations

Net cash provided by operating activities

Net cash provided by (used in) operating activities

( 2,457,939 )

Cash flows from investing activities:

Acquisition of business, net of cash acquired

Purchase of property and equipment

Loans made to third parties

Deposit on long-term investment

( 40,131,287 )

Loans made to third parties

( 3,075,400 )

7 unchanged sentences

Cash flows from financing activities:

Proceeds from follow-on public offering, net

Cash paid for warrant termination

Proceeds from issuance of common stock under private placement agreement

Proceeds from Premium Finance

Proceeds from PIPE

Repayments of premium finance

Repayments of long-term borrowings

Borrowing from a related party

Cash (used in) provided by financing activities-continuing operations

Cash used in financing activities-discontinued operations

( 1,693,276 )

Net cash (used in) provided by financing activities

Net (decrease) increase in cash

Cash provided by financing activities-continuing operations

Net cash provided by (used in) financing activities

Net increase in cash

( 1,326,813 )

Cash, beginning of year

Cash, end of year

cash and cash equivalents of discontinued operations

Cash, beginning of period

Cash, end of period

Cash of continuing operations

2 unchanged sentences

Cash paid for interests

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

CHEETAH NET SUPPLY CHAIN SERVICE INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION

Cheetah Net Supply Chain Service Inc.

(“Cheetah Net,” the “Company,” “we,” “our,” and “us”), formerly known as Yuan Qiu Business Group LLC, was established under the laws of the State of North Carolina on August 9, 2016 as a limited liability company (“LLC”).

(“Cheetah Net” or the “Company”), formerly known as Yuan Qiu Business Group LLC, was established under the laws of the State of North Carolina on August 9, 2016 as a limited liability company (“LLC”).

On March 1, 2022, the Company filed articles of incorporation including articles of conversion with the Secretary of State of the State of North Carolina to convert from an LLC to a corporation, and changed its name to Cheetah Net Supply Chain Service Inc.

3 unchanged sentences

Allen-Boy previously engaged in the parallel-import vehicle dealership business, which the Company discontinued in March 2025.

As of the date of this 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.

5 unchanged sentences

Entour previously engaged in the parallel-import vehicle dealership business, which the Company discontinued in March 2025.

As of the date of this 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.

1 unchanged sentence

The Company dissolved Logistics on June 24, 2025.

● (v) Edward Transit Express Group Inc.

(“Edward”), a corporation incorporated on July 14, 2010 under the laws of the State of California, whose previous sole shareholder and owner, Juguang Zhang, transferred all his right, title, and interest in and to all of the issued and outstanding equity interests of Edward to Cheetah Net for a total consideration of $ 1,500,000 , consisting of a $ 300,000 cash payment and Cheetah Net’s Class A common stock initially valued at $ 1.2 million through a stock purchase agreement dated January 24, 2024, as amended.

The fair value of stock consideration was determined to be $ 900,000 (See Note 8).

As of the date of this quarterly report, Edward is engaged in logistics and warehousing services.

● (vi) TW & EW Services Inc.

● (v) TW & EW Services Inc.

(“TWEW”), a corporation incorporated on February 27, 2020 under the laws of the State of California, whose previous shareholders and owners transferred all their rights, titles, and interests in and to all of the issued and outstanding equity interests of TWEW to Cheetah Net for a total consideration of $ 1.0 million, consisting of a $ 200,000 cash payment and Class A common stock valued at $ 800,000 through a stock purchase agreement dated November 27, 2024.

The TWEW acquisition was closed on December 19, 2024.

As of the date of this quarterly report, TWEW is engaged in logistics and labor services to strengthen the Company’s position in the logistics sector.

● (vii) NexTrade International LLC (“NexTrade”), a limited liability company organized on September 13, 2024 under the laws of the State of Delaware.

Currently, TWEW is engaged in logistics and labor services to strengthen the Company’s position in the logistics sector.

● (vi) NexTrade International LLC (“NexTrade”), a limited liability company organized on September 13, 2024 under the laws of the State of Delaware.

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.

1 unchanged sentence

The transaction closed on the same day.

As of the date of this quarterly report, NexTrade is not engaged in any business operations.

● (viii) Cheetah Net Supply Chain Service Ltd (“Cheetah BVI”), a corporation incorporated on March 28, 2025 under the laws of the British Virgin Islands.

As of the date of this quarterly report, Cheetah BVI is not engaged in any business operations.

As of the date of this report, NexTrade is not engaged in any business operations.

● (vii) Cheetah Net Supply Chain Service Ltd (“Cheetah BVI”), a corporation incorporated on March 28, 2025 under the laws of the British Virgin Islands.

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.

On October 7, 2024, the Company’s board of directors (“Board”) approved a reverse stock split of the Company’s common stock at a ratio of 1 -for-16.

On October 7, 2024, the Company’s board of directors approved a reverse stock split of the Company’s Common Stock at a ratio of 1 -for-16.

On October 21, 2024, the Company effectuated a reverse stock split of its Common Stock at a ratio of 1 -for-16.

Following such reverse split, each 16 shares of the Company’s common stock outstanding were automatically combined into one new share of common stock.

Following such reverse split, every 16 shares of the Company’s Common Stock outstanding were automatically combined into one new share of Common Stock.

No fractional shares were issued in connection with the reverse split;

2 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).

All share information included in this quarterly report has been retrospectively adjusted to reflect the Reverse Stock Split as if it had occurred as of the earliest period presented.

On March 23, 2026, the Company’s board of directors approved a reverse stock split of the Company’s Common Stock at a ratio of 1 -for-200.

To implement the reverse stock split, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware on March 24, 2026.

The reverse stock split became effective at 8:00 a.m., Eastern Time, on April 20, 2026.

Following such reverse stock split, every 200 shares of the Company’s Common Stock outstanding were automatically combined into one new share of common stock.

No fractional shares were issued in connection with the reverse stock split;

any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share.

The par value per share of the Company’s Common Stock remained unchanged.

As a result of the reverse stock split, the Company’s issued and outstanding Class A Common Stock was reduced from 391,177,712 shares to 1,955,889 shares, and the Company’s issued and outstanding Class B Common Stock was reduced from 690,875 shares to 3,456 shares.

The Company’s Class A Common Stock began trading on a split-adjusted basis on April 29, 2026, at which time the Class A Common Stock was assigned a new CUSIP number, 16307X301.

All share information included in this report has been retrospectively adjusted to reflect the aforementioned reverse stock splits as if it had occurred as of the earliest period presented.

Discontinued operations - Parallel-import Vehicles

6 unchanged sentences

These market challenges led to a decline in parallel-import vehicle sales by 30.5 % in 2023 and a reduction in net income by 87.5 % compared to 2022.

The decline accelerated in 2024, and the Company’s vehicle sales decreased from 82 units in the first three months of fiscal year 2023 to 13 units in the first three months of 2024, representing a 86.0 % decrease in revenue.

The Company’s vehicle sales decreased from 303 units in 2023 to 14 units in 2024, resulting in a 95.7 % drop in revenue from $ 38.3 million in 2023 to $ 1.6 million in 2024.

The decline accelerated in 2024, with vehicle sales decreasing from 303 units in 2023 to 14 units in 2024, resulting in a 95.7 % drop in revenue from $ 38.3 million in 2023 to $ 1.6 million in 2024.

In addition, the financial strains on the Company’s customers made it increasingly difficult to collect outstanding receivables.

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 for 2024, 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.

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 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.

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 formally approved the discontinuation of the parallel-import vehicle business.

In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, the Company determined that the parallel-import vehicle segment met the conditions for reporting as a discontinued operation during the year ended December 31, 2024.

As a result, all financial results associated with this business have been reclassified as discontinued operations in the accompanying unaudited condensed consolidated financial statements for the three months ended September 30, 2024 and the consolidated financial statements for the year ended December 31, 2024 presented.

On March 3, 2025, the board of directors formally approved the discontinuation of the parallel-import vehicle business.

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.

For additional financial details regarding discontinued operations, refer to Note 6-Discontinued Operations.

3 unchanged sentences

Edward also provides warehousing services encompassing fulfillment, storage, and inventory management, crucial for supporting both the Company’s operations and its clients’ logistics needs.

On April 1, 2026, the Company completed the disposition of Edward pursuant to a Stock Purchase Agreement dated March 25, 2026.

The Company’s subsidiary, TWEW, specializes in general labor support services and logistics coordination, providing workforce solutions and operational efficiency tools tailored to the logistics and labor sectors.

TWEW’s expertise in labor management and logistical support enables the Company to streamline operations, expand service offering, and enhance market position.

As of the date of this quarterly report, the Company is undergoing a business transformation of its business model.

The Company is undergoing a business transformation of its business model.

The Company is shifting its business focus from parallel-import vehicle sales to logistics and warehousing services.

4 unchanged sentences

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the U.S.

GAAP”) for interim financial information.

Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments as necessary for the fair statement of the Company’s financial position as of September 30, 2025 and 2024, and results of operations and cash flows for the nine months ended September 30, 2025 and 2024.

The consolidated balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S.

The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal years.

Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes for the year ended December 31, 2024.

The accounting policies applied are consistent with those of the audited consolidated financial statements for the preceding fiscal year.

Results for the nine months ended September 30, 2025 are not necessarily indicative of the results expected for the full fiscal year or for any future period.

The Company’s fiscal year end date is December 31.

Going Concern Consideration

The Company’s unaudited condensed consolidated financial statements are prepared assuming that the Company will continue as a going concern.

For the nine months ended September 30, 2025, the Company reported a net operating loss of approximately $ 2.6 million.

Net cash provided by operating activities was approximately $ 0.7 million, with an approximately $ 2.5 million positive cash flows from discontinued operations, partially offset by $ 1.8 million cash used in operating activities-continuing operations due to the ongoing transition to the logistics and warehousing business.

The Company may continue to incur operating losses and generate negative cash flow.

These factors may raise doubts about the Company’s ability to continue as a going concern.

As of September 30, 2025, the Company had cash and cash equivalents of approximately $ 0.2 million and a working capital balance of $ 8.5 million, including a loan receivable of $ 8.3 million due from third parties within a year.

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, forecasted cash flows, obligations due within the next 12 months, and available sources of liquidity.

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 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 unaudited condensed consolidated financial statements as of September 30, 2025 have been prepared on a going concern basis.

The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the U.S.

GAAP”) and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (the “SEC”).

The accompanying consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries.

All intercompany balances and transactions are eliminated upon consolidation.

As a U.S.-based company operating exclusively within the domestic market and transacting solely in United States Dollars (USD), both the Company’s presentation and functional currencies are the USD.

This uniformity simplifies the Company’s financial reporting process and ensures clarity in its financial transactions.

The Company’s financial statements, therefore, are presented in USD, in compliance with U.S.

GAAP requirements, and provide transparent and straightforward financial information to the Company’s stockholders.

Use of estimates

2 unchanged sentences

These estimates are based on information as of the date of the consolidated financial statements.

Significant estimates required to be made by management include, but are not limited to, allowance for credit loss on accounts receivables, the revenue recognition estimates related to revenue recognition for labor service contracts recognized over time, impairment of long-lived assets, and the realization of deferred tax assets.

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.

Actual results could differ from those estimates.

For certain labor service contracts acquired through the acquisition of TWEW, revenue is recognized over time based on the percentage of completion, which involves management judgment in estimating total expected costs and progress toward completion.

Going Concern Consideration

The Company’s consolidated financial statements are prepared assuming that the Company will continue as a going concern.

The Company reported a net operating loss of approximately $ 0.6 million for three months ended March 31, 2026, and net cash used in operating activities of approximately $ 2.5 million.

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.

As of March 31, 2026, the Company had cash and cash equivalents of approximately $ 0.7 million and a working capital balance of $ 47.3 million.

In addition, the Company had loan receivable from third parties of approximately $ 4.4 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.

Accordingly, the Company’s consolidated financial statements as of March 31, 2026 have been prepared on a going concern basis.

Risks and uncertainties

8 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;

● The logistics and warehousing business depend highly on the limited customers and third-party transportation and labor providers;

● 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.

● Recent changes in the U.S.

and international trade policies and tariffs on imports and exports, particularly the trade tensions between China and the U.S.

have been intensified and may become worse in the future, resulting in the imposition of more tariffs or other trade restrictions, and may adversely impact our business and operating results.

● The Company’s logistics and warehousing business depend 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;

● 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.

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.

Cash and cash equivalents

Cash and cash equivalents consist of cash in bank and interest-bearing certificates of deposit with an initial term of six months when purchased.

As of September 30, 2025 and December 31, 2024, all cash and cash equivalents were related to continuing operations.

September 30, 2025

December 31, 2024

Cash and cash equivalents consist of cash in bank and interest-bearing certificates of deposit with an initial term of three months when purchased.

As of March 31, 2026 and December 31, 2025, all cash and cash equivalents were related to continuing operations.

Cash held in Current Accounts

Certificate of Deposit

Total cash and cash equivalents shown in the statements of cash flows

Accounts receivable

Accounts receivable, net

Accounts receivable represent the amounts that the Company has an unconditional right to consideration, which are stated at the original amount less an allowance of credit loss, in accordance with the Current Expected Credit Loss (“CECL”) model under ASC 326.

4 unchanged sentences

If previously written-off receivables are subsequently recovered, the Company records a reversal of the allowance for credit losses.

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.

During the nine months ended September 30, 2025 and 2024, no allowance for credit losses on accounts receivable from continuing operations was recorded.

During the three months ended March 31, 2026 and 2025, no allowance for credit losses on accounts receivable from continuing operations was recorded.

(See Note 6 – Discontinued Operations for further details.)

6 unchanged sentences

This approach considers historical credit loss experience, current conditions, and reasonable forecasts in estimating potential credit losses.

As of September 30, 2025 and December 31, 2024, no impairment allowance was recorded for the loan receivable.

As of March 31, 2026 and December 31, 2025, no impairment allowance was recorded for the loan receivable.

Deposit on long-term investment

Under ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), investments in private equity fund, which in our case, the Company does not have the ability to exercise significant influence, is accounted for under the practical expedient in ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) to estimate fair value using the net asset value per share (or its equivalent) of the investment (“NAV practical expedient”) (ASC 820-10-35-59).

On January 5, 2016, the FASB issued ASU 2016-01, which amends the guidance in U.S.

GAAP on the classification and measurement of financial instruments, stipulates that an investment in an investee over which the entity does not have significant influence and which do not have readily determinable fair value and do not qualify for NAV practical expedient, is permitted to elect a practicability exception to fair value measurement, under which the investment will be measured at cost, less impairment, plus or minus observable price changes (in orderly transactions) of an identical or similar investment of the same issuer.

The ASU clarifies that when identifying observable price changes, an entity should consider relevant transactions “that are known or can reasonably be known” and that an entity is not required to spend undue cost and effort to identify such transactions.

The ASU also indicates that an entity should consider a security’s rights and obligations, such as voting rights, distribution rights and preferences, and conversion features, when evaluating whether the security issued by the same issuer is similar to the equity security held by the entity.

As of March 31, 2026, the Company made a deposit of RMB 280 million related to a pending long-term investment.

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.

The Company recognized impairment loss to intangible assets of $ 162,775 and nil for the nine months ended September 30, 2025 and 2024, respectively.

See NOTE 8—Intangible Asset and Goodwill.

The Company did no t recognize any impairment to intangible assets for the three months ended March 31, 2026 and 2025.

Fair value of financial instruments

6 unchanged sentences

● Level 3 — inputs to the valuation methodology are unobservable.

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 September 30, 2025 and December 31, 2024 based upon the short-term nature of the assets and liabilities.

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 March 31, 2026 and 2025 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.

See NOTE 8 — Intangible Asset and Goodwill.

The Company believes that the carrying amount of long-term loans approximated fair value as of September 30, 2025 and December 31, 2024 based on the terms of the borrowings and current market rates as the rates of the borrowings are reflective of the current market rates.

The Company believes that the carrying amount of long-term loans approximated fair value as of March 31, 2026 and 2025 based on the terms of the borrowings and current market rates as the rates of the borrowings are reflective of the current market rates.

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No.

2 unchanged sentences

Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases, usually with an initial term of 12 months or less) on the commencement date:

(i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

(i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis;

and (ii) right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease.

1 unchanged sentence

All ROU assets are reviewed for impairment annually.

There was no impairment for ROU lease assets for the nine months ended September 30, 2025 and 2024.

There was no impairment for ROU lease assets as of March 31, 2026 and 2025.

The Company records goodwill as the excess of the consideration transferred over the fair value of net assets acquired in business combinations.

10 unchanged sentences

Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.

For the nine months ended September 30, 2025 and 2024, the Company recorded an impairment loss to the goodwill of $ 568,532 and nil , respectively.

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.

For the nine months ended September 30, 2025 and 2024, the Company did not record any impairment except intangible assets, net and goodwill above.

For the three months ended March 31, 2026 and 2025, the Company did no t record any impairment.

Revenue recognition

2 unchanged sentences

ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts.

The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue.

1 unchanged sentence

In addition, the new guidance requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

In 2024, the Company generated revenue from the parallel-import vehicle dealership and logistics and warehousing services.

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.

The Company generated revenue from the parallel-import vehicle dealership and logistics and warehousing services.

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.

It purchases automobiles from the U.S.

market through its team of professional purchasing agents, and resells them to parallel-import vehicle dealers in the U.S.

market through its team of professional purchasing agents, and mainly resells them to parallel-import car 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.

6 unchanged sentences

Historically, no customer returns have occurred.

Therefore, the Company did not provide any sales return allowances for the nine months ended September 30, 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 generated by Edward, both export and import, is recognized when the services are provided.

Therefore, the Company did not provide any sales return allowances for the period ended March 31, 2026 and 2025.

In 2025, the Company started generating 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.

The Company’s role as the principal in these services involves managing the process up to the point where control is transferred based on contractual terms, allowing revenue recognition on a gross basis throughout the transit period.

4 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).

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.

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.

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.

Three Months Ended

Nine Months Ended

September 30,

For the Three Months Ended

domestic market

1 unchanged sentence

Total revenue

For the three months ended September 30, 2025, the Company’s total revenue from continuing operations was $ 361,935 , which increased by $ 300,727 from $ 61,208 for the same period in 2024.

For the nine months ended September 30, 2025, total revenue from continuing operations was $ 1,195,860 , an increase of $ 964,255 from $ 231,605 for the same period in 2024.

This growth was primarily driven by the acquisition of TWEW in November 2024, whose operations are entirely focused on the U.S.

domestic market.

Cost of Revenues

3 unchanged sentences

General and Administration Expenses

The Company’s general and administrative expenses for the continuing operations primarily include employee salaries and benefits, depreciation and amortization, office lease expenses, travelling and entertainment expenses, legal and consulting fees, insurance and other miscellaneous administrative expenses.

For the three and nine months ended September 30, 2025, general and administration expenses for the continuing operations were $ 801,263 and $ 2,607,087 , respectively.

For the three and nine months ended September 30, 2024, general and administration expenses for the continuing operations were $ 1,102,454 and $ 2,735,450 , respectively.

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.

For the three months ended March 31, 2026 and 2025, general and administration expenses for the continuing operations were $ 770,004 and $ 1,000,519 , respectively.

Share-based Compensation

8 unchanged sentences

The Company assesses deferred tax assets to determine whether they are realizable.

As of September 30, 2025 and December 31, 2024, the Company recorded a full valuation allowance against deferred tax assets, as it has generated a three -year cumulative pretax book loss and is forecasting a loss for 2025.

As of March 31, 2026, the Company recorded a full valuation allowance against deferred tax assets, as it has generated a three -year cumulative pretax book loss and is forecasting a loss for 2026.

Based on this evidence, realization of deferred tax assets is not considered more-likely-than-not at this time.

The Company records uncertain tax positions in accordance with ASC 740, using a two-step process to determine whether tax positions will be sustained.

The Company has concluded that there are no uncertain tax positions requiring recognition as of September 30, 2025 and December 31, 2024.

The Company has concluded that there are no uncertain tax positions requiring recognition as of March 31, 2026 and 2025.

The Company is not subject to the Section 163(j) interest expense limitation, as it qualifies for an exception due to floor plan financing indebtedness.

1 unchanged sentence

The Company and its U.S.

operating subsidiaries are subject to the U.S.

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.

As of September 30, 2025, the Company’s consolidated income tax returns for the tax years ended December 31, 2021 through December 31, 2024 remained open for statutory examination by U.S.

operating subsidiaries are subject to U.S.

federal and state income tax laws.

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.

federal income tax purposes from the tax year ended December 31, 2020.

As of March 31, 2026, the Company’s consolidated income tax returns for the tax years ended December 31, 2022 through December 31, 2025 remained open for statutory examination by U.S.

tax authorities.

Loss per share

The Company computes loss per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”).

(Loss) Earnings per share

The Company computes (loss) earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”).

ASC 260 requires companies with complex capital structures to present basic and diluted EPS.

Basic EPS is measured as net loss divided by the weighted average common shares outstanding for the period.

Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period.

Diluted EPS presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later.

Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

For the nine months ended September 30, 2025 and 2024, there were no dilutive shares outstanding, as presented in the tables below:

September 30, 2025

For the three months ended March 31, 2026 and 2025, there were no dilutive shares outstanding, as presented in the tables below:

March 31, 2026

Per share amount

1 unchanged sentence

(Loss) from continuing operations per ordinary share

( 2,581,087 )

(Loss) from discontinued operations per ordinary share

(Loss) from operations per ordinary share

( 2,581,087 )

September 30, 2024

Income (loss)

March 31, 2025

Per share amount

1 unchanged sentence

(Loss) from continuing operations per ordinary share

( 1,710,581 )

(Loss) from discontinued operations per ordinary share

( 1,326,521 )

(Loss) from operations per ordinary share

( 3,037,102 )

Related parties and transactions

9 unchanged sentences

the parallel-import vehicle business and logistics and warehousing services in 2024.

Following the discontinuation of the parallel-import vehicles business, during the nine months ended September 30, 2025, the Company reported a single reportable segment on logistics and warehousing services.

Following the discontinuation of the parallel-import vehicles business, during 2025 and the three months ended March 31, 2026, the Company reported a single reportable segment on logistics and warehousing services.

Significant segment expenses reviewed by management include cost of revenues, general and administrative expenses, impairment loss expenses, and share-based compensation expenses.

Recently adopted accounting standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic ASC 280) Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant segment expenses.

The enhancements under this update require disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, require disclosure of other segment items by reportable segment and a description of the composition of other segment items, require annual disclosures under ASC 280 to be provided in interim periods, clarify use of more than one measure of segment profit or loss by the CODM, require that the title of the CODM be disclosed with an explanation of how the CODM uses the reported measures of segment profit or loss to make decisions, and require that entities with a single reportable segment provide all disclosures required by this update and required under ASC 280.

The Company adopted ASU 2023-07 for the annual period ending December 31, 2025, retrospectively to all periods presented in the consolidated financial statement.

The adoption of this standard did not have a material impact to our results of operations, cash flows or financial condition.

In March 2024, the FASB issued ASU 2024-02, “Codification Improvements – Amendments to Remove References to the Concept Statements” (“ASU 2024-02”).

ASU 2024-02 contains amendments to the FASB Accounting Standards Codification that remove references to various FASB Concepts Statements.

In most instances, the references are extraneous and not required to understand or apply the guidance.

In other instances, the references were used in prior Statements to provide guidance in certain topical areas.

The Company adopted ASU 2024-02 for the annual period ending December 31, 2025.

The adoption of this standard did not have a material impact to our results of operations, cash flows or financial condition.

Recent accounting pronouncements

In October 2023, the FASB issued 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.

The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics.

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.

Also, the amendments align the requirements in the Codification with the SEC’s regulations.

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.

Early adoption is not allowed.

For all other entities, the amendments will be effective two years later from the date of the SEC’s removal.

Accounting Standards Update (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.

The Company adopted ASU 2023-09 beginning January 1, 2025.

The adoption did not have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

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.

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.

The Company is currently evaluating the impact of adopting ASU 2024-03.

In January 2025, the FASB issued ASU 2025-01, which revises the effective date of ASU 2024-03 (on disclosures about disaggregation of income statement expenses) “to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.” Entities within the ASU’s scope are permitted to early adopt the ASU.

In January 2025, the FASB issued ASU 2025-01, “Income Statement—Comprehensive Income—Expense Disaggregation Disclosure (Subtopic 220-40):

Clarifying the Effective Date.” This pronouncement revises the effective date of ASU 2024-03 and clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Entities within the ASU’s scope are permitted to early adopt the accounting standard update.

Recently issued accounting pronouncements not yet adopted

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No.

2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date (“ASU 2025-01”).

ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement.

ASU 2024-03, as clarified by ASU 2025-01, is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

This guidance will be applied either prospectively or retrospectively.

The Company is currently evaluating the impact from the adoption of this ASU on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient and accounting policy election to allow entities to measure expected credit losses on certain trade receivables and contract assets using a provision matrix approach.

ASU 2025-05 is effective for annual periods beginning after December 15, 2025, and interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

Recently issued accounting pronouncements adopted

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which aims to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and early adoption is permitted.

The Company adopted ASU 2023-09 on January 1, 2025, on a prospective basis (see note 14).

The adoption did not have a material impact on the consolidated financial statements and related disclosures.

Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

The Company does not discuss recent pronouncements that are not anticipated to have an impact on, or are unrelated to, its consolidated financial condition, results of operations, cash flows or disclosures.

NOTE 3 — LOAN RECEIVABLE

The Company had loans to generate interest income with third parties.

As of September 30, 2025 and December 31, 2024, the Company’s loan receivable consisted of the following:

September 30, 2025

As of March 31, 2026 and December 31, 2025, a breakdown of loan receivable was as follows:

March 31, 2026

December 31, 2025

1 unchanged sentence

Asia Finance Investment Limited (2)

Total Short-term loan receivables

(1) On June 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 $ 1,000,000 , bearing an annual interest rate of 12.0 % , and is set to mature in 12 months .

As of August 21, 2025, $ 1,000,000 principal and $ 119,666 interest had been fully collected.

Total loan receivable

(1) 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.

3 unchanged sentences

The accrued and unpaid interest receivable under the original loan agreement was excluded from the renewed principal balance.

The Company has collected partial principal repayments of $ 640,334 as of the date of this quarterly report.

As of March 6, 2026, $ 1,500,000 principal and $ 223,564 interest had been fully collected.

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 .

2 unchanged sentences

The accrued and unpaid interest receivable under the original loan agreements were excluded from the renewed principal amounts.

As of the date of this quarterly report, no principal repayments have been collected on either of these two loans.

As of March 16, 2026, the loan dated October 2, 2024, $ 1,000,000 principal and $ 156,547 interest had been fully collected.

With respect to the loan dated October 28, 2024, the Company has received partial repayments of $ 471,222 in principal, with remaining principal of $ 528,778 and interest of $ 154,318 to be collected subsequently.

On November 20, 2024, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.

1 unchanged sentence

This loan carries an annual interest rate of 12.0 % and is set to mature in 12 months.

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.

Under the renewed agreement, the outstanding balance became payable on demand and continues to bear interest at the reduced annual rate of 8 %.

The accrued and unpaid interest receivable under the original loan agreement was excluded from the renewed principal balance.

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 $ 75,389 to be collected subsequently.

On March 17, 2025, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.

1 unchanged sentence

This loan carries an annual interest rate of 12.0 % and is set to mature in 12 months .

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.

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.

The accrued and unpaid interest receivable under the original loan agreement was excluded from the renewed principal amount.

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 $ 117,431 to be collected subsequently.

On March 17, 2026, 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 $ 980,000 .

This loan carries an annual interest rate of 5.0 % and is set to mature in 12 months .

As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $ 980,000 and interest of $ 1,906 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 .

5 unchanged sentences

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.

The accrued and unpaid interest receivable

under the original loan agreement was excluded from the renewed principal amount.

As of the date of this quarterly report, no principal or interest repayments have been collected.

The accrued and unpaid interest receivable under the original loan agreement was excluded from the renewed principal amount.

As of March 12, 2026, $ 558,295 principal and $ 92,117 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 .

3 unchanged sentences

The accrued and unpaid interest receivable under the original loan agreement was excluded from the renewed principal amount.

As of the date of this quarterly report, no principal or interest repayments have been collected.

As of March 12, 2026, $ 530,000 principal and $ 80,854 interest had been fully collected.

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 .

1 unchanged sentence

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.

As of March 16, 2026, the loan dated January 7, 2025, $ 100,000 principal and $ 13,641 interest had been fully collected.

With respect to the loan dated January 29, 2025, as of March 19, 2026, $ 300,000 principal and $ 39,765 interest had been fully collected.

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 .

1 unchanged sentence

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.

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.

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.

The accrued and unpaid interest receivable under the original loan agreements were excluded from the renewed principal amounts.

As of the date of this report, the loan dated March 18, 2025, $ 612,415 principal had been partially collected, with remaining principal of $ 212,985 and interest of $ 100,932 to be collected subsequently.

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 $ 111,000 to be collected subsequently.

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 .

This loan accrues interest at an annual rate of 8.0 %, with a single lump - sum repayment due 12 months from the disbursement date.

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 $ 10,977 to be collected subsequently.

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 .

This loan accrues interest at an annual rate of 8.0 %, with a single lump - sum repayment due 12 months from the disbursement date.

Based on ongoing communications with the borrowers, the borrowers’ continued operations, and management’s expectation of full recovery under the extended terms, no expected credit loss has been recognized as of September 30, 2025.

Management continues to monitor the credit exposure and will reassess the collectability on a quarterly basis.

Interest income for the three and nine months ended September 30, 2025, was $ 244,776 and $ 719,672 , respectively.

These amounts were accrued and recognized as interest receivable.

For the three and nine months ended September 30, 2024, the Company recorded interest income of $ 73,541 and $ 113,958 from short-term loan receivables, respectively.

NOTE 4 — OTHER RECEIVABLES

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 $ 12,356 to be collected subsequently.

During three months ended March 31, 2026 and 2025, the Company evaluated the need for credit loss for loan receivable in accordance with the CECL model.

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 three months ended March 31, 2026 and 2025, the Company recorded interest income of $ 151,142 and $ 202,668 , respectively.

NOTE 4 — OTHER RECEIVABLES, NET

Other receivables consisted of the following:

September 30, 2025

March 31, 2026

December 31, 2025

Interest Receivable (1)

Total Other Receivables

(1) Interest receivable primarily relates to accrued interests from loan agreements disclosed in Note 3- Loan Receivable.

Total Other Receivables, net

(1) Interest receivable primarily relates to accrued interest from loan agreements disclosed in Note 3- Loan Receivable.

For further details on the loan arrangements generating these interest receivables, refer to Note 3.

NOTE 5 — DEPOSIT ON LONG-TERM INVESTMENT

On January 6, 2026, Naiside (Shenzhen) International Trading Co., Ltd.

(“Naiside”), a subsidiary of NexTrade International LLC, entered into a partnership agreement with Shanghai Kesheng Investment Management Co., Ltd., as general partner and executive partner of the partnership contemplated thereby, in connection with Naiside’s participation as a limited partner in an investment fund in the

Pursuant to the partnership agreement, Naiside subscribed for a 7.0 % limited partnership interest and, on January 29, 2026, Naiside made a capital contribution in the amount of US$ 40,131,287 to the fund in accordance with the partnership agreement.

The fund is intended to invest primarily in China-based companies engaged in logistics technology, compliance technology, and supply chain technology and services, particularly those that provide products or services to customers in the United States and European markets.

The fund will focus primarily on companies at venture capital stages, with each individual portfolio investment generally ranging from approximately US$ 0.7 million to US$ 7.0 million.

The partnership agreement provides that the fund shall pay the general partner an annual management fee equal to 2 % of the fund’s paid-in capital, and further provides that, following the exit of any portfolio investment and the fund’s receipt of the applicable proceeds, the fund shall distribute available proceeds to its limited partner, after deducting or reserving for applicable investment principal, the general partner’s entitlement to 30 % of the net profits from such exit, and any other amounts payable or required to be reserved under the partnership agreement.

The general partner is responsible for the execution of partnership affairs.

As a limited parter, the Company does not have the right to exercise significant influence over the Partnership.

In addition, there are no readily determinable fair values for the Partnership.

The management determined that it do not qualify for the existing practical expedient in Fair Value Measurements and Disclosures (“ASC 820”) and elected to account this investment under the measurement alternative upon the adoption of ASU 2016-01 (the “Measurement Alternative”).

Following the guidance of 2016-ASU 2026-01, our long-term investment at RMB 280 million, is accounted for under the cost method as the Company had no significant influence over the investee which had no readily determinable fair value.

No impairment is recorded for this deposit on long-term investment during the three months.

NOTE 6 — DISCONTINUED OPERATIONS

1) Loss from discontinued operations for the nine months ended September 30, 2024 was as follows:

For the Three Months Ended

For the Nine Months Ended

September 30,

Cost of Revenue

Operating expenses

Selling, General and administrative expenses

Total operating expenses

Loss from discontinued operations

( 1,237,733 )

Other income (expenses)

Interest expenses

Other expenses, net

Loss from discontinued operations before income taxes

( 1,326,521 )

Income tax provision

Loss from discontinued operations

( 1,326,521 )

On March 3, 2025, the Board approved the discontinuation of the Company’s parallel-import vehicles business authorizing the writing off of receivables, and winding down of operations in compliance with applicable legal and regulatory requirements.

On March 3, 2025, the Company’s board of directors approved the discontinuation of the Company’s parallel-import vehicles business authorizing the writing off of receivables, and winding down of operations in compliance with applicable legal and regulatory requirements.

In accordance with ASC 205-20, Presentation of Financial Statements — Discontinued Operations, the Company determined that the parallel-import vehicle segment met the conditions for reporting as a discontinued operation.

As a result, all financial results associated with this business have been reclassified as discontinued operations in the accompanying consolidated financial statements for the nine months ended September 30, 2024.

For the three and nine months ended September 30, 2024, revenue from discontinued operations was nil and $ 1,631,248 , respectively.

The significant decline was due to the discontinuation of the Company’s parallel-import vehicles business.

Selling expenses related to the discontinued parallel-import vehicles business 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.

Total selling expenses of discontinued operations were nil and $ 1,212,913 for the three and nine months ended September 30, 2024, respectively.

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.

Interest expenses of discontinued operations were nil and $ 88,788 for the three and nine months ended September 30, 2024, respectively, which were related to loan of inventory financing, loan of letter of credit (“LC”) 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 June 30, 2025.

2) Results of Discontinued Operations and Assets and Liabilities of Discontinued Operations

The major components of assets and liabilities related to discontinued operations are summarized below:

CURRENT ASSETS:

Accounts receivable, net*

Other receivables**

TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS

TOTAL ASSETS OF DISCONTINUED OPERATIONS

CURRENT LIABILITIES:

Accrued expense and other liabilities

TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS

TOTAL LIABILITIES OF DISCONTINUED OPERATIONS

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.

Accounts Receivable, net

Accounts receivable consisted of the following:

Accounts receivable

Parallel-import Vehicles

allowance of credit loss

( 1,589,546 )

Total accounts receivable, net

The Company’s parallel-import vehicle business was negatively impacted by deteriorating macroeconomic conditions since the second half of 2022.

1 unchanged sentence

These receivables were partially backed by third-party guarantees, providing some assurance of collection.

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.

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.

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.

During the year-end CECL reassessment, the Company evaluated expected credit losses based on historical loss trends, customer risk factors, and forward-looking economic conditions, and provided an additional credit loss provision of $ 475,366 in the fourth quarter of 2024, resulting in a total allowance for credit loss of $ 1.6 million for the year ended December 31, 2024.

Subsequently, the Company collected an additional $ 2.5 million of the outstanding balance.

On March 3, 2025, following the Board’s approved decision on discontinued operations, the Company had zero account receivable balance after the above-mentioned credit loss of $ 1.6 million and the subsequent collection of additional $ 2.5 million outstanding balance.

**Other Receivables

Write-down of other receivables for discontinued operations include below:

Vehicle deposits (1)

Sales tax deposits (2)

allowance of credit loss

Total other receivables, net

(1) Vehicle deposits were prepaid to suppliers for purchasing vehicles under the parallel-import vehicle business.

Following the business discontinuation, certain deposits became unrecoverable due to supplier financial distress and contract terminations.

The Company recognized a total expected credit loss of $ 100,800 on vehicle deposits for the discontinued operations during the year ended December 31, 2024.

(2) Sales tax receivables related to tax refunds and overpayments associated with vehicle transactions.

Due to changes in tax policies and the cessation of vehicle sales, certain tax receivables became unrecoverable.

The Company recognized a total credit loss of $ 34,886 for the discontinued operations during the year ended December 31, 2024.

During the three months ended March 31, 2025, the Company collected an additional $ 2.5 million of the outstanding balance.

The Company had zero account receivable balance after the above-mentioned credit loss of $ 1.6 million and the subsequent collection of additional $ 2.5 million outstanding balance.

Cash Flows from discontinued operations

For the Nine Months Ended

September 30,

Cash flows from discontinued operating activities:

( 1,326,521 )

For the Three Months Ended

Cash flows from operating activities:

Loss from discontinued operations, net of tax

( 1,326,521 )

Loss from continuing operations

Cash used in operations-continuing operations

Cash provided by operations-discontinued operations

Net cash provided by discontinued operating activities

Cash flows from discontinued financing activities:

Cash used in financing activities-discontinued operations

Net cash provided by operating activities

Cash flows from investing activities:

Cash used in investing activities-continuing operations

( 3,026,400 )

Net cash used in discontinued financing activities

Net cash used in investing activities

( 3,026,400 )

Cash flows from financing activities:

Cash provided by financing activities-continuing operations

Cash used in financing activities-discontinued operations

Net cash used in discontinued financing activities

NOTE 7 — PROPERTY, PLANT, AND EQUIPMENT, NET

1 unchanged sentence

Estimated Useful Life

September 30, 2025

March 31, 2026

December 31, 2025

3 unchanged sentences

Property, plant, and equipment, net

During the nine months ended September 30, 2025 and 2024, the Company recorded deprecation of $ 29,646 and $7,636 , respectively.

There was no impairment loss during the nine months ended September 30, 2025 and 2024.

During the three months ended March 31, 2026 and 2025, the Company recorded deprecation of $ 9,882 , and $ 9,882 , respectively.

There was no impairment loss during the three months ended March 31, 2026 and 2025.

*Leasehold improvements were related to Edward’s full steel manual gates, yard fence, and office roof upgrade.

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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.

On January 10, 2025 and January 31, 2025, the Company sent two letters to the lessor requesting to terminate the lease, as the Company had vacated the property.

As of the date of this quarterly report, the Company has ceased to pay rent per the Company’s legal counsel advice.

In January, 2025, the Company sent two letters to the lessor requesting to terminate the Amended Lease, as the Company had vacated the property.

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.

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.

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.

The short-term lease runs month-to-month from January 1, 2024 to August 31, 2024.

The Company entered into a lease arrangement beginning January 1, 2024.

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.

The components of lease expenses for the three and nine months ended September 30, 2025 and 2024 were as follows:

The components of lease expenses for the three months ended March 31, 2026 and 2025 were as follows:

For the Three Months Ended

For the Nine Months Ended

September 30,

Lease expenses

Leases expenses

Operating lease expenses

Short-term lease expenses

Total lease expenses

During the three and nine months ended September 30, 2025, the Company incurred total operating lease expenses of $ 177,763 and $ 533,290 , respectively.

The total lease expenses were $ 202,478 and $ 618,736 for the three and nine months ended September 30, 2025, respectively.

During the three and nine months ended September 30, 2024, the Company incurred total operating lease expenses of $ 131,599 and $ 251,302 , respectively.

The total lease expenses were $ 168,739 and $ 336,291 for the three and nine months ended September 30, 2024, respectively.

September 30, 2025

Total leases expenses

March 31, 2026

December 31, 2025

3 unchanged sentences

Total operating lease liabilities

During the three and nine months ended September 30, 2025, the Company recognized amortization expense of $ 148,335 and $ 310,210 , respectively.

During the three and nine months ended September 30, 2024, the Company recognized amortization expense of $ 105,061 and $ 182,862 , respectively.

The weighted average remaining lease terms and discount rates for all operating leases were as follows for the nine months ended September 30, 2025 and 2024:

September 30, 2025

September 30, 2024

The weighted average remaining lease terms and discount rates for all operating leases were as follows as of March 31, 2026 and 2025:

March 31, 2026

March 31, 2025

Remaining lease term and discount rate:

2 unchanged sentences

* The Company used weighted average incremental borrowing rate of 4.1 % per annum for its lease contracts based on the Company’s current borrowings from various financial institutions.

As of September 30, 2025, future maturities of lease liabilities were as follows:

2025 (from October 1, 2025 to December 31, 2025)

During three months ended March 31, 2026 and 2025, the Company incurred total operating lease expenses of $ 158,225 and $ 177,763 , respectively.

The total lease expenses were $ 179,849 and $ 208,129 for the year ended March 31, 2026 and 2025.

As of March 31, 2026, future maturities of lease liabilities were as follows:

Total lease payments

3 unchanged sentences

1) Acquisition of Edward

On January 24, 2024, Cheetah Net entered into a Stock Purchase Agreement to acquire 100 % of the entity interests in Edward.

On January 24, 2024, Cheetah Net entered into a Stock Purchase Agreement to acquire 100 % of Edward.

The transaction closed on February 2, 2024.

The gross purchase price was $ 1.5 million.

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.

Consideration paid consisted of $ 0.3 million of cash and the issuance of 398 shares of Cheetah Net’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.

4 unchanged sentences

The final valuation of assets acquired and liabilities assumed was reflected in the financial statements as of December 31, 2024 and shown below.

As of December 31, 2024

As of June 30, 2024

As of March 31, 2024

Finalized value

17 unchanged sentences

2) Acquisition of TWEW

On November 27, 2024, Cheetah Net entered into a Stock Purchase Agreement to acquire 100 % of the equity interests in TWEW.

On November 27, 2024, Cheetah Net entered into a Stock Purchase Agreement to acquire 100 % of TWEW.

The transaction closed on December 19, 2024.

18 unchanged sentences

TWEW-Customer Relationships

During the nine months ended September 30, 2025 and 2024, the Company incurred accumulated amortization expenses of $ 84,214 and $ 34,858 , respectively.

Management conducted an impairment assessment of goodwill and intangible assets associated with the Edward acquisition in accordance with ASC 350, Intangibles—Goodwill and Other.

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.

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.

Key assumptions used in the analysis included management’s projections of future cash flows, growth rates, and weighted average cost of capital.

Changes in these assumptions, or a decline in actual performance compared with forecasts, could result in additional impairments in future periods.

As of September 30, 2025

Intangible Assets

Preliminary value

Impairment loss

Finalized Value

Edward-Customer Relationships

Edward-Trade Names

Edward-Goodwill

Total future amortization expenses for finite-lived intangible assets were estimated as follows:

2025 (from October 1, 2025 to December 31, 2025)

During the three months ended March 31, 2026 and 2025, the Company incurred accumulated amortization expenses of $ 23,511 and $ 28,071 , respectively.

NOTE 10 — PREMIUM FINANCE

8 unchanged sentences

Premium finance consisted of the following:

September 30,

Premium finance

Interest expenses incurred related to the Premium Finance Agreement were $ 3,874 and $ 2,400 for the nine months ended September 30, 2025 and 2024, respectively.

Interest expenses incurred related to the Premium Finance Agreement were $ 1,177 and $ 2,142 for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026 and 2025, the balance of premium finance was $ 33,353 and $ 82,650 , respectively.

NOTE 11 — LONG-TERM BORROWINGS

Long-term borrowings consisted of the following:

September 30,

Small Business Administration (1)

13 unchanged sentences

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.

The future maturities of the SBA loan as of September 30, 2025 were as follows:

The future maturities of the SBA loan as of March 31, 2026 were as follows:

Future repayment

2025 (from October 1, 2025 to December 31, 2025)

On May 15, 2020, the Company entered into a loan agreement with Thread Capital Inc.

5 unchanged sentences

Beginning from December 1, 2022, the loan bears a fixed annual interest rate of 5.5 %, and the Company is required to make a monthly installment payment of $ 2,721 within the remaining term of loan, with the last installment to be paid in May 2031.

The future maturities of the loan from Thread Capital as of September 30, 2025 were as follows:

The future maturities of the loan from Thread Capital as of March 31, 2026 were as follows:

Future repayment

2025 (from October 1, 2025 to December 31, 2025)

For the above-mentioned long-term borrowings, the Company recorded interest expenses of $ 21,089 and $ 24,510 for the nine months ended September 30, 2025 and 2024, respectively.

For the above-mentioned long-term borrowings, the Company recorded interest expenses of $ 6,278 and $ 9,279 for the three months ended March 31, 2026 and 2025, respectively.

NOTE 12 — STOCK BASED COMPENSATION

3 unchanged sentences

Vested shares

On September 30, 2024, the compensation committee of the Company’s Board 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.

On September 30, 2024, the compensation committee of the Company’s board of directors approved the grant of 230 shares of Class A common stock and 157 shares of Class B common stock (the “Award”) to Mr.

Huan Liu, chief executive officer of the Company.

The Award vested immediately upon grant.

On September 30, 2025, the compensation committee of the Company’s Board approved the grant of 43,750 shares of Class A common stock (the “Award”) to Mr.

On September 30, 2025, the compensation committee of the Company’s board of directors approved the grant of 219 shares of Class A common stock (the “Award”) to Mr.

Jianhui Li, strategic consultant of the Company.

The Award vested immediately upon grant.

Non-vested shares

On September 30, 2024, the compensation committee of the Company’s Board approved the grant of 18,750 and 47,812 shares of Class A common stock to one director and five employees, respectively, vesting ratably on each of the first three anniversaries of the grant date.

On September 19, 2025, the compensation committee of the Company’s board of directors approved the grant of 720 shares of Class B common stock (the “Award”) to Mr.

Huan Liu, chief executive officer of the Company, pursuant to the Plan, which grant became effective on October 15, 2025.

The Award was vested immediately upon grant.

Average Grant

Date Fair Value

Per Share (US$)

Shares as of December 31, 2025

Shares outstanding as of March 31, 2026

Nonvested shares

On September 30, 2024, the compensation committee of the Company’s board of directors approved the grant of 94 and 271 shares of Class A common stock to one director and six employees, respectively, vesting ratably on each of the first three anniversaries of the grant date.

Subsequently, on November 30, 2024, the compensation committee of the Company’s board of directors approved the grant of 31 shares of Class A common stock to one employee.

On January 17, 2025, these 6,250 shares were forfeited.

On September 23, 2025, another 18,750 shares were forfeited.

A summary of the non-vested shares activity for the nine months ended September 30, 2025 is as follows:

On January 1, 2025, January 17, 2025, and September 23, 2025, a total of 156 shares were forfeited.

On September 30, 2025, a total of 60 shares were vested.

A summary of the nonvested shares for the three months ended March 31, 2026 is as follows:

Average Grant

2 unchanged sentences

Outstanding as of December 31, 2025

Outstanding as of September 30, 2025

The fair value of vested and non-vested shares is determined by the market closing price of Class A common stock at the grant date.

Accordingly, the Company recorded share-based compensation expenses of $ 76,087 and $261,266 for the three months ended September 30, 2025 and 2024, respectively, and of $ 102,716 and $261,266 for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, total unrecognized compensation cost relating to non-vested shares was $ 199,437 , which is to be recognized over a weighted average period of two years .

Outstanding as of March 31, 2026

The fair value of vested and nonvested shares is determined by the market closing price of Class A common stock at the grant date.

Accordingly, the Company recorded share-based compensation expenses of $ 14,182 and $ 16,185 for three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, total unrecognized compensation cost relating to nonvested shares was $ 93,198 , which is to be recognized over a weighted average period of two years .

NOTE 13 — INCOME TAXES

1 unchanged sentence

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, 2025.

Loss before income tax expense

For the Nine Months Ended

September 30,

(Loss) before Income tax expense (benefit)

For the Three Months Ended

(Loss) from continuing operations before income taxes

( 2,562,745 )

( 2,763,550 )

The components of the income tax provision were as follows:

For the Nine Months Ended

September 30,

For the Three Months Ended

Total current income tax provision

Total deferred income tax expenses (benefits)

( 1,057,298 )

Adjustments related to prior year income taxes

Total income tax expenses (benefits)

( 1,052,969 )

The consolidated statement of operations reflects income tax expense of approximately $ 18,342 for the nine months ended September 30, 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.

These additional amounts primarily consist of:

(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.

These payments do not impact the Company’s estimated annual effective tax rate for 2025.

Total income tax benefits

Reconciliations of the statutory income tax rate to the effective income tax rate were as follows:

For the Nine Months Ended

September 30,

For the Three Months Ended

Federal income tax at the statutory rate

2 unchanged sentences

Change in valuation allowance

Non-deductible expenses

NOL Adjustment

Effective tax rate

Deferred tax assets, net were composed of the following:

September 30,

Deferred tax assets:

Net operating loss carry forwards

Tax attribute carryovers

Lease liability

10 unchanged sentences

The Company assesses deferred tax assets to determine whether they are realizable.

As of March 31, 2026, the Company recorded a full valuation allowance against deferred tax assets, as it has generated a three -year cumulative pretax book loss and is forecasting a loss for 2026.

Based on this evidence, realization of deferred tax assets is not considered more-likely-than-not at this time.

The Company records uncertain tax positions in accordance with ASC 740, using a two-step process to determine whether tax positions will be sustained.

The Company has concluded that there are no uncertain tax positions requiring recognition as of September 30, 2025 and 2024.

The Company has concluded that there are no uncertain tax positions requiring recognition as of March 31, 2026 and 2025.

The Company was not previously subject to the interest expenses limitation under §163(j) of the U.S.

5 unchanged sentences

Political and economic risk

While the Company’s operations are based in the United States, its primary revenue was historically derived from the PRC markets.

Since the first half of 2025, the Company’s primary market has been shifted to the U.S.

domestic market.

However, the Company’s logistics services primarily cater to customers engaged in cross-border trade between the U.S.

As such, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the U.S.

The operations of the Company are in the U.S.

and the Company’s primary market is in the PRC.

Accordingly, 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 states of the U.S.

2 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.

Recent tariff actions imposed by governments of the U.S.

and the PRC present risks to the Company’s logistics and warehousing operations, potentially affecting shipping volumes, warehouse utilization, and customer demand.

The Company has been monitoring trade policy developments closely.

As of September 30, 2025 and December 31, 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 also closely monitors the collectability of its loan receivables and, to date, has no t incurred any losses on such balances.

As of March 31, 2026 and 2025, 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.

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

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).

As of the date of this quarterly report, the Company’s logistic and warehousing business is still in its early development stage.

As of the date of this report, the Company’s logistics and warehousing business is still in its early development stage.

NOTE 15 — STOCKHOLDERS’ EQUITY

Cheetah Net was established under the laws of the State of North Carolina on August 9, 2016.

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.

Cheetah Net was established under the laws of the State of North Carolina on August 9, 2016 and was subsequently converted to the State of Delaware.

Under the Company’s amended and restated articles of incorporation on March 24, 2026, the total authorized number of shares of common stock is 2,200,000,000 with par value of $ 0.0001 , which consists of 2,000,000,000 shares of Class A common stock and 200,000,000 shares of Class B common stock.

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.

24 unchanged sentences

The May Offering resulted in gross proceeds to the Company of approximately $ 8.19 million, before deducting placement agent fees and other offering expenses and fees.

On July 25, 2024, the Company entered into a securities purchase agreement with certain institutional investors for a follow-on offering (the “July Offering”) of 404,979 shares of its Class A common stock, par value $ 0.0001 per share, at a price of $ 3.68 per share.

On July 25, 2024, the Company entered into a securities purchase agreement with certain institutional investors for a follow-on offering of 2,025 shares of its Class A common stock, par value $ 0.0001 per share, at a price of $ 736.00 per share.

On the same day, the Company entered into a placement agency with FT Global Capital, Inc., who acted as the exclusive placement agent on a best efforts basis in connection with such offering.

3 unchanged sentences

On July 26, 2024, the Company closed the offering, with net proceeds to the Company of approximately $ 1.1 million for the Company’s working capital and general corporate purposes.

On November 27, 2024, the Company entered into a stock purchase agreement with TWEW and its stockholders (the “TWEW Seller”).

Pursuant to the Agreement, the Company agreed to acquire 100 % of the shares in TWEW from the TWEW Seller (the “TWEW Acquisition”) for a total purchase price that included a cash payment of $ 200,000 and the issuance of 2,348 shares of the Company’s unregistered Class A Common Stock, valued at $ 800,000 .

On December 19, 2024, the Company closed the TWEW Acquisition and issued 2,348 shares of its Class A Common Stock accordingly.

On January 27, 2026, the Company entered into certain stock purchase agreements with certain investors, pursuant to which the Company agreed to sell, and the Purchasers agreed to purchase, severally and not jointly, an aggregate of 167,250 shares of the Company’s Class A Common Stock, par value $ 0.0001 per share, of the Company in an aggregate amount of $ 40.14 million.

As of March 31, 2026, there were 180,890 shares of Class A Common Stock and 3,456 shares of Class B Common Stock issued and outstanding.

Reverse Stock Split

3 unchanged sentences

Starting on October 24, 2024, the Company’s Class A Common Stock began trading on the Nasdaq Capital Market on a post-split basis.

All share information included in this quarterly report 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”).

Pursuant to the Agreement, the Company agreed to acquire 100 % of the shares in TWEW from the TWEW Seller (the “TWEW Acquisition”) for a total purchase price that included a cash payment of $ 200,000 and the issuance of 469,484 shares of the Company’s unregistered Class A common stock, valued at $ 800,000 .

On December 19, 2024, the Company closed the TWEW Acquisition and issued 469,484 shares accordingly.

As of September 30, 2025 and December 31, 2024, there were 2,727,712 and 2,672,011 shares of Class A common stock issued and outstanding, respectively, and 546,875 shares of Class B common stock issued and outstanding.

All share information included on this quarterly report has been retrospectively adjusted to reflect the Reverse Stock Split as if it had occurred as of the earliest period presented.

On March 23, 2026, the Company’s board of directors approved a reverse stock split of the Company’s Common Stock at a ratio of 1 -for-200.

To implement the reverse stock split, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware on March 24, 2026.

The reverse stock split became effective at 8:00 a.m., Eastern Time, on April 20, 2026.

Following such reverse stock split, every 200 shares of the Company’s Common Stock outstanding were automatically combined into one new share of Common Stock.

No fractional shares were issued in connection with the reverse stock split;

any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share.

The par value per share of the Company’s Common Stock remained unchanged.

The Company’s Class A Common Stock began trading on a split-adjusted basis on April 29, 2026, at which time the Class A Common Stock was assigned a new CUSIP number, 16307X301.

All share information included in this quarterly report on Form 10-Q has been retrospectively adjusted to reflect the Reverse Stock Split as if it had occurred as of the earliest period presented.

The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement.

8 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.

There were no warrant shares remaining as of September 30, 2025 and December 31, 2024.

There were no warrant shares remaining as of March 31, 2026.

NOTE 16 — SEGMENT REPORTING

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and substantially all of the Company’s long-lived assets are located in the U.S.

Three Months Ended

Nine Months Ended

September 30,

For the Three Months Ended

Cost of revenues

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Income tax expenses (credit)

( 1,052,969 )

Other segment items*

Segment net loss

( 1,314,650 )

( 2,581,087 )

( 1,710,581 )

Consolidated loss

1 unchanged sentence

Other segment items include remaining general and administration expenses, and other income.

For the discontinued operations of parallel-import vehicle segment, the segment report was:

Three Months Ended

Nine Months Ended

September 30,

Cost of revenues

Allowance of credit loss of accounts receivables

Interest expenses

Other segment items*

Segment net loss

( 1,121,081 )

( 1,326,521 )

Consolidated loss

( 1,121,081 )

( 1,326,521 )

Consolidated total assets

Other segment items include remaining general and administration expenses, and other income.

NOTE 17 — SUBSEQUENT EVENTS

On September 19, 2025, the compensation committee of the Company’s Board approved the grant of 144,000 shares of Class B common stock (the “Award”) to Mr.

Huan Liu, chief executive officer of the Company, pursuant to the Plan, which grant became effective on October 15, 2025.

The Award was vested immediately upon grant.

On October 15, 2025, the Company issued the shares to Mr.

On April 1, 2026, the Company entered into an unsecured short-term loan agreement in the principal amount of $ 500,000 .

The loan bears interest at an annual rate of 5.0 %.

The loan has a 12 -month term and matures on March 31, 2027, with an option to extend for an additional 12 months .

All outstanding principal and accrued interest are due in a single lump sum.

On April 1, 2026, the Company completed the disposition of Edward Transit Express Group, Inc., a wholly owned subsidiary of the Company, pursuant to the Stock Purchase Agreement dated March 25, 2026.

On April 16, 2026, the Company entered into a Share Transfer Agreement with Leyan Yang, a non-U.S.

individual, pursuant to which the Company agreed to acquire from the Transferor 100 % of the issued and outstanding shares of Super International Trading Limited, a limited liability company incorporated under the laws of Hong Kong and primarily engaged in the trading of large-scale industrial equipment (the “Super Transaction”).

The Company expects to close the Super Transaction in May 2026.

On April 20, 2026, the Company effected a 1-for-200 reverse stock split of its issued and outstanding common stock.

As a result, every 200 shares of common stock were automatically combined into one share , and no fractional shares were issued.

The reverse stock split reduced the number of issued and outstanding shares of the Company’s Class A Common Stock from 391,177,712 shares to 1,955,889 shares, and Class B common stock from 690,875 shares to 3,456 shares.

The Company’s Class A common stock began trading on a post-split basis on April 29, 2026, at which time a new CUSIP number (16307X301) was assigned.

On March 31, 2026, the Company entered into a Sales Agreement with AC Sunshine Securities LLC, pursuant to which the Company may, from time to time, offer and sell shares of its Class A Common Stock having an aggregate offering price of up to $ 100,000,000 through an “at-the-market” offering program.

The following “Use of Proceeds” information relates to the at-the-market offering program (the “ATM Offering”) established pursuant to the registration statement on Form S-3 (Registration Number 333-281820), which was declared effective by the SEC on September 6, 2024 and a prospectus supplement filed with the SEC on April 2, 2026.

Under the ATM Offering, we may offer and sell shares of our Class A Common Stock from time to time, for an aggregate offering price of up to $ 70,000,000 , through AC Sunshine Securities LLC, acting as our sales agent (the “Sales Agent”).

The Company agrees to pay the Sales Agent a commission of 3.0 % of the aggregate gross proceeds from each sale of shares under the ATM Offering.

As of the date of this quarterly report, the Company incurred aggregate offering expenses of approximately $ 3.6 million, including approximately $ 3.5 million paid to or on behalf of the Sales Agent for commissions and clearing fees, and approximately $ 0.1 million of other offering-related expenses.

After deducting such expenses, the Company received net proceeds of approximately $ 28.7 million from the ATM Offering as of the date of this Quarterly Report.

Approximately $ 3.5 million of the net proceeds was used to acquire Super International Trading Limited.

On April 23, 2026 and April 27, 2026, the Company entered into two short-term loan agreements in the principal amounts of $ 9,000,000 and $ 5,000,000 , respectively, to generate interest income.

The loans bear interest at an annual rate of 5.0 %.

The loans have a 12 -month term and matures on April 22, 2027 and April 26, 2027, respectively, with an option to extend for an additional 12 months .

Interest is payable semi-annually, and principal is due upon maturity.

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.

What changed 10-Q

Item 1. Financial Statements