CHEETAH NET SUPPLY CHAIN SERVICE INC. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The February 2026 Private Placement On February 12, 2026, we closed a private placement (the “February 2026 Private Placement”) pursuant to certain stock purchase agreements dated January 27, 2026 (the “Stock Purchase Agreements”) with certain investors (the “Purchasers”), pursuant to which we issued an aggregate of 167,250 shares of Class A common stock, par value $0.0001 per share (the “Shares”), for aggregate gross proceeds of $40.14 million. The Shares issued in the February 2026 Private Placement were not registered under the Securities Act and were issued in reliance upon the exemption from registration provided by Regulation S promulgated thereunder. Each of the Purchasers represented to us that such Purchaser is not a resident of the United States and is not a “U.S. person” as defined in Rule 902(k) of Regulation S under the Securities Act, and that such Purchaser did not acquire the Shares for the account or benefit of any U.S. person. The Shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The June 2026 Private Placement On June 15, 2026, the Company entered into a Securities Purchase Agreement with Huan Liu, the Company’s Chief Executive Officer, Interim Chief Financial Officer, director, and Chairman of the Board of Directors, pursuant to which the Company issued and sold to Huan Liu 200,000 shares of Class B common stock, par value $0.0001 per share, at a purchase price of $2.00 per share, for aggregate gross proceeds of $400,000. The shares were issued and sold in a an offshore transaction in reliance on Regulation S under the Securities Act. Item 3. Defaults Upon Senior Securities Not applicable. ​ Item 4. Mine Safety Disclosures Not applicable. ​ 55 Table of Contents