CHEETAH NET SUPPLY CHAIN SERVICE INC. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures . Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2023. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management did not identify material weaknesses in our internal control over financial reporting, which is an integral component of our disclosure controls and procedures. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. However, we do believe we can design and maintain more effective controls in 2024. These may include additions to personnel and or consultants, and formalizing and improving our accounting policies, procedures, and controls. Based on the evaluation of our disclosure controls and procedures as of December 31, 2023, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Management’s Responsibility for Financial Statements Our management is responsible for the integrity and objectivity of all information presented in this Annual Report on Form 10-K. The financial statements were prepared in conformity with the U.S. GAAP and include amounts based on management’s best estimates and judgments. Management believes the financial statements fairly reflect the form and substance of transactions and that the financial statements fairly represent the Company’s financial position and results of operations for the periods and as of the dates stated therein. Our audit committee of the board of directors, which is composed solely of independent directors, meets regularly with our independent registered public accounting firm, Assentsure PAC, and representatives of management to review accounting, financial reporting, internal control, and audit matters, as well as the nature and extent of the audit effort. The audit committee is responsible for the engagement of the independent auditors. The independent auditors have free access to the audit committee. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with the evaluation of such internal control required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Annual Report on Internal Control over Financial Reporting Our management, including the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our management, including the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. Management based this assessment on criteria for effective internal control over financial reporting described in “Internal Control Integrated Framework 2013” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management determined that, as of December 31, 2023, we maintained effective internal control over financial reporting. 34 Table of Contents Item 9B. Other Information. N o n e . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. In response to this Item, the information set forth in our Proxy Statement for our 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”) to be filed within 120 days following the end of our fiscal year, under the headings “Proposal No. 1—Election of Directors,” “Our Executive Officers,” “Section 16(a) Compliance,” and “Corporate Governance Practices and Policies” is incorporated herein by reference. Item 11. Executive Compensation. In response to this Item, the information set forth in the 2024 Proxy Statement under the headings “Executive Compensation” and “Corporate Governance Practices and Policies” is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. In response to this Item, the information set forth in the 2024 Proxy Statement under the headings “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management” and is hereby incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. In response to this Item, the information set forth in the 2024 Proxy Statement under the headings “Certain Relationships and Related Party Transactions” and “Corporate Governance Practices and Policies—Board and Committee Independence” is incorporated herein by reference. Item 14. Principal Accounting Fees and Services. In response to this Item, the information set forth in the 2024 Proxy Statement under the heading “Matters Relating to the Independent Registered Public Accounting Firm” is incorporated herein by reference. ​ 35 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules (a) Financial Statements We have filed the financial statements in Item 8. Financial Statements and Supplementary Data as a part of this Annual Report on Form 10-K. (b) Exhibits The following is a list of all exhibits filed or incorporated by reference as part of this Annual Report on Form 10-K. ​ ​ ​ ​ ​ ​ Incorporated by Reference (Unless Otherwise Indicated) Exhibit Number ​ Exhibit Title ​ Form File Exhibit Filing Date ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.1 ​ Second Amended and Restated Article of Incorporation ​ S-1 ​ 333- 271185 ​ 3.1 ​ May 3, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.2 ​ Bylaws ​ S-1 ​ 001- 271185 ​ 3.2 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.1 ​ Specimen Stock Certificate ​ S-1 ​ 333- 271185 ​ 4.1 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.2 ​ Description of Securities ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.1 ​ Employment Agreement effective as of March 1, 2022 by and between Huan Liu and Cheetah Net ​ S-1 ​ 333- 271185 ​ 10.1 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.2 ​ Employment Agreement effective as of October 26, 2022 by and between Robert Cook and Cheetah Net ​ S-1 ​ 333- 271185 ​ 10.2 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.3 ​ Employment Agreement effective as of March 1, 2022 by and between Walter Folker and Cheetah Net ​ S-1 ​ 333- 271185 ​ 10.3 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.4 ​ Indemnification Agreement dated October 14, 2022 by and between Huan Liu and Cheetah Net ​ S-1 ​ 333- 271185 ​ 10.4 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.5 ​ Indemnification Agreement dated October 26, 2022 by and between Robert Cook and Cheetah Net ​ S-1 ​ 333- 271185 ​ 10.5 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.6 ​ Indemnification Agreement dated October 14, 2022 by and between Walter Folker and Cheetah Net ​ S-1 ​ 333- 271185 ​ 10.6 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.7 ​ Indemnification Agreement dated October 14, 2022 by and between Xianggeng Huang and Cheetah Net ​ S-1 ​ 333- 271185 ​ 10.7 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.8 ​ Indemnification Agreement dated October 14, 2022 by and between Adam Eilenberg and Cheetah Net ​ S-1 ​ 333- 271185 ​ 10.8 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.9 ​ Indemnification Agreement dated October 14, 2022 by and between Vladimir Gavrilovic and Cheetah Net ​ S-1 ​ 333- 271185 ​ 10.9 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.10 ​ Indemnification Agreement dated October 14, 2022 by and between Catherine Chen and Cheetah Net ​ S-1 ​ 333- 271185 ​ 10.10 ​ April 7, 2023 36 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.11 ​ Director Offer Letter, between Xianggeng Huang and Cheetah Net, dated August 31, 2022 ​ S-1 ​ 333- 271185 ​ 10.11 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.12 ​ Director Offer Letter, between Adam Eilenberg and Cheetah Net, dated September 14, 2022 ​ S-1 ​ 333- 271185 ​ 10.12 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.13 ​ Director Offer Letter, between Vladimir Gavrilovic and Cheetah Net, dated October 3, 2022 ​ S-1 ​ 333- 271185 ​ 10.13 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.14 ​ Director Offer Letter, between Catherine Chen and Cheetah Net, dated August 29, 2022 ​ S-1 ​ 333- 271185 ​ 10.14 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.15 ​ Form of Independent Contractor Agreement between a purchasing agent and Cheetah Net ​ S-1 ​ 333- 271185 ​ 10.15 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.16 ​ Revolving Line of Credit Agreement dated October 5, 2022 (as amended), by and between Cheetah Net and Asia Finance Investment Limited ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.17 ​ Revolving Line of Credit Agreement dated October 5, 2022 (as amended), by and between Cheetah Net and Hong Kong Sanyou Petroleum Co Limited ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.18 ​ Form of Sales Contract by and between a PRC customer and Cheetah Net ​ S-1 ​ 333- 271185 ​ 10.19 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.19 ​ Form of Sales Agreement by and between a U.S. customer and Cheetah Net ​ S-1 ​ 333- 271185 ​ 10.20 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.20 ​ Stock Purchase Agreement dated January 24, 2024, by and among Edward Transit Express Group, Inc., Juguang Zhang, and Cheetah Net ​ 8-K ​ 0001-41761 ​ 10.1 ​ January 30, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.21 ​ Amendment No.1 to Stock Purchase Agreement dated January 29, 2024 by and among Edward Transit Express Group, Inc., Juguang Zhang, and Cheetah Net ​ 8-K ​ 001-41761 ​ 10.2 ​ January 30, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 14.1 ​ Code of Business Conduct and Ethics ​ S-1 ​ 001- 271185 ​ 14.1 ​ April 7, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 19.1 ​ Inside Trading Policy ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 21.1 ​ Subsidiaries ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1 ​ Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2 ​ Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1* ​ Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ — ​ — ​ — ​ Furnished herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 37 Table of Contents 32.2* ​ Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ — ​ — ​ — ​ Furnished herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 97.1 ​ Compensation Recovery Policy ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.INS ​ Inline XBRL Instance Document ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ​ — ​ — ​ — ​ Filed herewith * In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-K and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act. Item 16. Form 10-K Summary. None. ​ 38 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ Cheetah Net Supply Chain Service Inc. ​ ​ ​ Date: March 18, 2024 By: /s/ Huan Liu ​ Name: Huan Liu ​ Title: Chief Executive Officer, Director, and ​ ​ Chairman of the Board of Directors ​ ​ (Principal Executive Officer) ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date ​ ​ ​ ​ ​ /s/ Huan Liu ​ Chief Executive Officer, Director, and Chairman of the Board of Directors ​ March 18, 2024 Name: Huan Liu ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Robert Cook ​ Chief Financial Officer ​ March 18, 2024 Name: Robert Cook ​ (Principal Accounting and Financial Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Xianggeng Huang ​ Director ​ March 18, 2024 Name: Xianggeng Huang ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Catherine Chen ​ Independent Director ​ March 18, 2024 Name: Catherine Chen ​ ​ ​ ​ ​ ​ ​ 39