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Item 9A. Controls and Procedures

2025-03-12 compared with 2024-03-18 · 1391 added, 67 removed, 85 unchanged (94% of the section changed)

1 unchanged sentence

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.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined by Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rules 13a-15(e) or 15d-15(e)) as of December 31, 2024, pursuant to Exchange Act Rule 13a-15(b).

We concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed under the supervision of our principal executive and principal financial officers and effected by the Company’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external reporting purposes in accordance with GAAP.

Material Weaknesses in Internal Control over Financial Reporting

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2024 was not effective.

A material weakness, as defined in the standards established by the Sarbanes-Oxley Act, 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 consolidated financial statements will not be prevented or detected on a timely basis.

The ineffectiveness of the Company’s internal control over financial reporting was due to the following material weaknesses:

● Inadequate segregation of duties consistent with control objectives in newly acquired Edward and TWEW;

● Lack of formal policies and procedures on the newly acquired TWEW;

● Lack of risk assessment procedures on internal controls to detect financial reporting risks on a timely manner.

Management believes that the material weaknesses that were identified did not have an effect on our financial results.

However, management believes that these weaknesses, if not properly remediated, could result in a material misstatement in our financial statements in future periods.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent limitations are known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management’s Plan to Remediate the Material Weaknesses

Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed, implemented, and operating effectively.

The remediation actions planned include:

● Cooperate with operation teams to ensure control environment in place in the newly acquired Edward and TWEW;

● Identify gaps in our skills base and the expertise of our staff required to meet the financial reporting requirements of a public company;

● Continue to develop policies and procedures on internal control over financial reporting and monitor the effectiveness of operations on existing controls and procedures.

We are committed to maintaining a strong internal control environment and believe that these remediation efforts will deliver improvements in our control environment.

Our management will continue to monitor and evaluate the relevance of our risk-based approach and the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that exempt smaller reporting companies from this requirement.

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.

There have been no changes in our internal control over financial reporting that occurred since our third quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

2 unchanged sentences

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.

Board of Directors

Director Since

Chief Executive Officer, Director, and Chairman of the Board of Directors of the Company

Xianggeng Huang

Director of Fuzhou Yisheng Mechanical and Electrical Equipment Co., Ltd

Senior Partner of AllBright Law Offices (Shenzhen)

Huiping (Catherine) Chen

Investment Director of Xiamen Chenshen Investment Co., Ltd.

Visiting Professor at the Institute of Teaching and Curriculum of Chinese Academy of Management Sciences

Huan Liu has served as our Chief Executive Officer and our Chairman of the Board of Directors since August 2016, and he has extensive experience in real estate, private equity, and car imports and exports.

As the founder and CEO of Cheetah Net, Mr.

Huan Liu has been responsible for the management of day-to-day operations and high-level strategizing and business planning, as well as implementing proposed plans and evaluating the success of our Company in achieving its objectives.

From 2014 to 2015, Mr.

Huan Liu served as the chief executive officer at Beijing Xinyongjia Technology Co., where he was responsible for identifying opportunities for expansion and analyzing operations to identify areas in need of reorganization.

From 2012 to 2013, Mr.

Huan Liu served as the senior investment manager at Beijing Wanze Investment Management Co.

and was responsible for developing and implementing risk-based asset allocation models and performance analytics.

Huan Liu received his master’s degree in Finance from the International Business School at Brandeis University in 2012, and his bachelor’s degree in Finance and Law from Harbin Engineer University in 2005.

Xianggeng Huang has served as our director since July 2023.

From 2003 to 2022, Mr.

Huang served as the chairman of the board of directors of Fuzhou Yisheng Mechanical and Electrical Equipment Co., Ltd., where he was responsible for running the board of directors, consulting the executives on issues, challenges, and opportunities facing the company, and high-level strategizing and business planning.

From 1999 to 2002, Mr.

Huang served as a general manager of the Fujian branch of Kone Elevator Co., Ltd., a Finish elevator manufacturer.

From 1997 to 1999, he served as a major project manager at Otis Elevator China Co., Ltd.

Huang received his bachelor’s degree in Automated Machinery from Nanjing University of Science and Technology in 1984.

Xiangan Ruan has served as our independent director since December 2024.

Since January 2005, Mr.

Ruan has served as a senior partner at AllBright Law Offices (Shenzhen), where he oversees client relationships, provides strategic legal advice, and manages cases.

Ruan received his bachelor’s degree in Law from Sun Yat-sen University in July 2004 and his EMBA from Peking University in July 2021.

The Company believes Mr.

Ruan is well-qualified to serve as the Company’s director due to his expertise in business law.

Huiping (Catherine) Chen has served as our independent director since July 2023, and she has extensive experience in sales and marketing.

Since January 2015, Ms.

Chen has served as an investment director at Xiamen Chenshen Investment Co., Ltd., and has been responsible for the development and execution of financial investment strategies.

From May 2009 to December 2015, she served as a marketing manager at Xiamen Jieou Automotive Electronics Co., Ltd., where she was responsible for brand promotion.

From December 2005 to February 2009, Ms.

Chen served as a marketing specialist at Dell (China) Co., Ltd., and was responsible for branding campaign planning.

Chen received her associate degree in English from Xiamen City University in 2004.

Huibo Deng has served as our independent director since July 2024.

Deng possesses a robust financial background that encompasses both academic achievements and hands-on experience in the financial industry.

With a Bachelor of Science in Finance from Dongbei University of Finance and Economics, followed by a Master's degree in Statistics from Dalarna University and a Ph.D.

in Finance from Renmin University of China, he has undergone rigorous training in financial theory, analysis, and management.

Deng has been serving as a Visiting Professor at the Institute of Teaching and Curriculum, Chinese Academy of Management Sciences

since September 2021, committed to fostering the next generation of financial leaders.

In this role, Mr.

Deng delivers insightful courses and lectures, sharing invaluable professional knowledge and experience with students.

From January 2023 to July 2023, as the Vice President of Shenzhen Dexun Securities Consulting Co., Ltd., he provided strategic counsel and advisory services to clients navigating the complexities of the financial markets.

From June 2017 to November 2018, Mr.

Deng served as the General Manager of the Strategic Development Department at China Travel Group Zhonglv Bank Headquarters.

In this capacity, Mr.

Deng spearheaded efforts to cultivate strategic partnerships, identify new business opportunities, and drive market expansion initiatives.

Executive Officers

The table and biographies below identify our executive officers, the term they have served with us, and their business experience:

Office and Position

Chief Executive Officer, Director, and Chairman of the Board of Directors of the Company

Chief Financial Officer of the Company

Huan Liu , the Chairman of the Board, is the Chief Executive Officer of the Company.

His biographical information is set forth above under “—Board of Directors.”

Cindy Tang has served as the Company’s Chief Financial Officer since February 2025 and Director of Finance since May 2024.

From July 2023 to May 2024, Ms.

Tang served as the Interim Chief Financial Officer of Elong Power Holdings Limited, a manufacturer of battery products.

From August 2010 to May 2023, Ms.

Tang served as the Finance Director of China XD Plastics Co., Ltd., a specialty chemical company engaged in the research, development, manufacture and sale of modified plastics primarily for automotive applications.

Tang received her bachelor's degree in English Language and Literature from Sichuan University in 1988, her bachelor’s degree in Foreign Affairs from Foreign Affairs College in 1990, and her MBA in Accounting from Seton Hall University in 2003.

Section 16(a) Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and those who beneficially own more than 10% of shares of our Class A Common Stock to file initial reports of ownership and reports of changes in ownership of our Class A Common Stock with the SEC.

You can view these reports on the SEC’s website at www.sec.gov .

During the year ended December 31, 2024, all of our officers, directors, and greater than 10% beneficial owners timely complied with the filing requirements of Section 16(a) of the Exchange Act, except for Zhang Juguang, Tang Xiaolin, Chen Huoyuan.

Code of Ethics

We have a Code of Ethics that applies to all our directors, executive officers, including our principal executive officer, principal financial officer, and principal accounting officer or controller, and employees.

The Code of Ethics is publicly available in the Corporate Governance section of the Investor Relations tab on the Company’s website at https://cheetah-net.com .

We intend to post any amendments to or waivers from the Code of Ethics that apply to our principal executive officer, principal financial officer, and principal accounting officer, or persons performing similar functions, on our website.

Corporate Governance

There have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors.

Board Committees

The board of directors has created three standing committees:

an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

The board of directors has adopted a formal, written charter for each of the committees under which each committee operates.

The charters can be found in the Corporate Governance section of the Investor Relations tab on the Company’s website at https://cheetah-net.com .

As a matter of routine corporate governance, each committee reviews its charter and practices on an annual basis to determine whether its charter and practices are consistent with the listing standards of Nasdaq.

Committee Composition

Nominating and

Huiping (Catherine) Chen

C = Committee chairperson;

X = Committee member

Audit Committee

The Audit Committee of the board of directors (the “Audit Committee”) is composed of three independent directors:

Huibo Deng, who is the chairperson, Xiangan Ruan, and Huiping (Catherine) Chen.

Each member of the Audit Committee is an independent director as defined by rules of the SEC and Nasdaq.

In addition, the board of directors has determined that Huibo Deng is an audit committee financial expert as defined by SEC rules.

The Audit Committee has the sole power and authority to select and engage independent auditors for the Company.

The Audit Committee reviews with the auditors and with the Company’s management all matters relating to the annual audit of the Company.

Compensation Committee

The Compensation Committee of the board of directors (the “Compensation Committee”) is composed of three independent directors:

Huiping (Catherine) Chen, who is the chairperson, Xiangan Ruan, and Huibo Deng.

The Compensation Committee has the power and authority to review and approve the remuneration arrangements for the Company’s executive officers and certain employees.

The Compensation Committee also interprets and administers our employee benefit plans, including by selecting participants and approving awards under those plans.

The Compensation Committee has the power and authority to form, and delegate authority to, subcommittees.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of the board of directors (the “Nominating and Corporate Governance Committee”) is composed of three independent directors:

Xiangan Ruan, who is the chairperson, Huibo Deng, and Huiping (Catherine) Chen.

Each member of the Nominating and Corporate Governance Committee is an independent director as defined by the rules of the SEC and Nasdaq.

The Nominating and Corporate Governance Committee is responsible for identifying, screening, and recommending candidates for membership on the board of directors.

Each year, prior to the annual meeting of stockholders, the Nominating and Corporate Governance Committee recommends nominees to serve as our directors for the following year.

Insider Trading Policy

Our board of directors adopted an Insider Trading Policy, which prohibits, among other things, our directors, officers, and employees from engaging in any hedging or monetization transactions with respect to the Company’s securities.

In addition, our Insider Trading Policy prohibits our directors, officers, and employees from engaging in certain short-term or speculative transactions in the Company’s securities, such as short-term trading, short sales, and publicly traded options, which could create heightened legal risk and/or the appearance of improper or inappropriate conduct by our directors, officers, and employees.

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.

The following table sets forth total compensation paid to our named executive officers for the years ended December 31, 2024 and 2023.

Name and principal position

Huan Liu, Chief Executive Officer

Robert Cook, Chief Financial Officer (1)

Walter Folker, Vice President of Procurement (2)

Robert Cook resigned from his position as CFO on August 30, 2024.

Walter Folker resigned from his position as Vice President of Procurement on October 31, 2024.

Agreements with Named Executive Officers

We have entered into an employment agreement with Huan Liu, our Chief Executive Officer, Robert Cook, our former Chief Financial Officer, and Walter Folker, our former Vice President of Procurement.

A summary of the terms of each of these employment agreements is set forth below.

Currently, the annual compensation of each of our executive officers is fixed by our Compensation Committee.

The named executive officers are also entitled to participate in our benefit plans, which such benefits are generally available to all full-time employees.

On March 1, 2022, we entered into an employment agreement with Huan Liu.

Pursuant to his employment agreement, effective March 1, 2022, Mr.

Huan Liu started serving as the Chief Executive Officer of our Company for an employment term of three years, responsible for overseeing the operations of all divisions in our Company.

As consideration for his services, Mr.

Huan Liu is entitled to a base salary of $72,000 and equity rewards depending on the annual performance of our Company.

The agreement will automatically renew unless terminated by either party.

The agreement may be terminated upon mutual written consent of Mr.

Huan Liu and our Company.

At any time after 12 months from the effective date of the agreement, Mr.

Huan Liu may terminate the agreement (a) upon 30 days’ prior written notice to our Company or (b) immediately if Mr.

Huan Liu is subject to materially diminished duties or responsibilities.

We may terminate the agreement (i) without prior notice and without further obligation for reasons of just cause, such as fraud, theft, conviction of a felony, improper or dishonest action, or significant acts of misconduct, on the part of Mr.

Huan Liu or any of his agents providing services to our Company, and (ii) without just cause upon 30 days’ written notice to Mr.

On October 26, 2022, we entered into an employment agreement with Robert Cook.

Pursuant to his employment agreement, Mr.

Cook served as the Chief Financial Officer of our Company between October 26, 2022 and August 30, 2024, responsible for the Company’s overall financial management, tax compliance, and accounting related matters.

As consideration for his services, Mr.

Cook was entitled to a base salary of $150,000 per year, plus additional bonuses earned in accordance with our Company’s practices.

In connection with Mr.

Cook’s resignation, on August 27, 2024, with approval of the board of directors, the Company entered into a Letter Agreement and General Release with Mr.

Cook, which sets forth the terms of his separation from service with the Company (the “Cook Resignation Agreement”).

Pursuant to the terms of the Cook Resignation Agreement, Mr.

Cook resigned as an officer and employee of the Company effective on August 30, 2024.

Cook also agreed to abide by certain confidentiality, non-disparagement, and other obligations set forth in the Cook Resignation Agreement, and to release any and all claims against the Company and its affiliates and related parties that in any way relate to his employment and association with the Company.

Cook was entitled to the following in exchange for his covenants and releases under the terms of the Cook Resignation Agreement:

(a) a lump sum payment of $5,769.24, paid on September

6, 2024, in respect of Mr.

Cook’s due but unpaid salary as at the time of his resignation;

(b) an annual bonus of $42,354.86, paid on August 30, 2024, calculated based on the terms of Mr.

Cook’s employment agreement with the Company;

and (c) a stock incentive payment of $30,000, settled in cash, calculated based on the terms of Mr.

Cook’s employment agreement with the Company.

On March 1, 2022, we entered into an employment agreement with Walter Folker.

Pursuant to his employment agreement Mr.

Folker served as the Vice President of Procurement of our Company between March 1, 2022 and October 31, 2024, responsible for developing organizational procurement strategies and plans as well as coordinating and overseeing our Company’s procurement.

Pursuant to the agreement, Mr.

Folker was entitled to an annual base salary of $52,000 plus any commissions or bonuses earned in accordance with our Company’s practices.

Starting from the second calendar year of his employment, the annual base salary increased to $60,000.

In connection with Mr.

Folker’s resignation, on October 30, 2024, with approval of the board of directors, the Company entered into a Letter Agreement and General Release with Mr.

Folker, which sets forth the terms of his separation from service with the Company (the “Folker Resignation Agreement”).

Pursuant to the terms of the Folker Resignation Agreement, Mr.

Folker resigned as an officer and employee of the Company effective on October 31, 2024.

Folker also agreed to abide by certain confidentiality, non-disparagement, and other obligations set forth in the Folker Resignation Agreement, and to release any and all claims against the Company and its affiliates and related parties that in any way relate to his employment and association with the Company.

Folker received his base salary under an employment agreement he had with the Company dated March 1, 2022, until October 31, 2024.

After his resignation, Mr.

Folker will be available to provide consulting services to the Company on a part-time basis at the Company’s request.

Therefore, the Compensation Committee of the board of directors, in accordance with the Plan and a Restricted Stock Unit Award Agreement dated September 30, 2024 between the Company and Mr.

Folker, confirmed that Mr.

Folker remained eligible for the restricted stock units granted to him on September 30, 2024.

Outstanding Equity Awards at 2024 Year End

The following table provides information as of December 31, 2024 about our equity awards to our directors and officers:

Equity incentive

payout value of

Market value of

unearned shares,

securities underlying

shares or units of

units or other

securities underlying

Option exercise

Option expiration

stock that have

rights that have

unexercised options

unearned options

not vested ($)

Xianggeng Huang

Retirement Plans

The Company maintains a tax-qualified defined contribution plan that meets the requirements of Section 401(k) of the Internal Revenue Code (the “Code”), commonly called a 401(k) plan, for substantially all of its employees.

The 401(k) plan is made available on the same basis to all employees, including the named executive officers.

Each participant in the 401(k) plan is able to elect to defer from 0% to 100% of compensation, subject to limitations under the Code and Employee Retirement Income Security Act.

We have adopted a Compensation Recovery Policy effective as of November 20, 2023 that complies with the Nasdaq’s new clawback rules promulgated under the SEC’s Rule 10D-1.

Under this policy, the Compensation Committee must determine and recover the excess compensation related to all incentive-based compensation that was paid to our executive officers based on financial statements that were subsequently restated.

The policy provides that if the Compensation Committee determines that there has been a material restatement of publicly issued financial results from those previously issued to the public, the Compensation Committee will review all incentive-based compensation made to executive officers during the three-year period prior to the restatement.

If such payments would have been

lower had they been calculated based on such restated results, our Compensation Committee will recoup the payments in excess of the amount that would have been received had it been determined based on the restated amounts.

Additionally, the Sarbanes-Oxley Act of 2002 subjects incentive-based compensation and stock sale profits of our CEO and CFO to forfeiture in the event of an accounting restatement resulting from any non-compliance, as a result of their misconduct, with any financial reporting requirement under securities laws.

Director Compensation

The table below shows the compensation paid to our non-employee directors during 2024.

Incentive Plan

Huiping (Catherine) Chen

Xianggeng Huang

Adam Eilenberg (1)

Vladimir Gavrilovic (2)

Adam Eilenberg resigned from his position as Independent Director on December 2, 2024.

Vladimir Gavrilovic resigned from his position as Independent Director on July 2, 2024.

Timing of Grants of Certain Equity Awards

We do not have any formal policies regarding the timing of awards of options in relation to the disclosure of material nonpublic information.

During the year ended December 31, 2024, none of our named executive officers were awarded options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information and ending one business day after the filing or furnishing of such reports.

If we grant additional options in the future, it is anticipated that the board of directors and Compensation Committee will take material nonpublic information into account when determining the timing and terms of such an award, with the goal being to not grant such awards close in time to the release of any material nonpublic information .

We have never timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Compensation Committee Interlocks and Insider Participation

The Company is not required to provide the disclosure required for Compensation Committee Interlocks and Insider Participation under Item 407(e)(4) of Regulation S-K, since it qualifies as a smaller reporting company.

Compensation Committee Report

The Company is not required to provide the disclosure required for Compensation Committee Report under Item 407(e)(5) of Regulation S-K, since it qualifies as a smaller reporting company.

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.

The following table provides information regarding shares outstanding and available for issuance under our existing equity compensation plans as of December 31, 2024.

Equity Compensation Plan Information

On July 2, 2024, our stockholders approved the Company’s 2024 Stock Incentive Plan, which was later amended and restated (the “Amended Plan”) on September 30, 2024.

Under the Amended Plan, our Compensation Committee may grant options, restricted stock, and restricted stock units to our employees, consultants, and directors.

The maximum number of shares available for issuance under the Amended Plan was 156,250 shares of Class A common stock and 31,250 shares of Class B common stock, with a limit of 18,750 shares of Class A common stock available for Incentive Stock Options.

Additionally, beginning on the first trading day of January 2025, the number of shares available under the plan will automatically increase each year by 10% of the total outstanding shares as of the last trading day of the prior calendar year, unless the Board determines a lower amount before the increase takes effect.

The following table reflects the shares available for issuance under our Amended Plan as of the end of the most recently completed fiscal year:

Class A common

Class B common

stock remaining

under Amended

Plan category

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

The following table provides information as of March 11, 2025, concerning beneficial ownership of our shares of Class A and Class B Common Stock known to us to be held by (1) our named executive officers, (2) our directors, (3) our named executive officers and directors as a group, and (4) each person or entity we know to beneficially own more than five percent of our shares of Class A or Class B Common Stock.

The percentages below are calculated based on 2,672,011 shares of Class A common stock and 546,875 shares of Class B common stock issued and outstanding as of March 11, 2025.

Class A Common Stock

Class B Common Stock

Directors and Executive Officers (1) :

Xianggeng Huang

Huiping (Catherine) Chen

All directors and executive officers as a group (six individuals):

5% Stockholders:

FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED (2)

Weishu Guo (3)

Jiancheng Li (4)

Jianhui Li (5)

(1) Unless otherwise indicated, the business address of each of the individuals is 8707 Research Drive, Irvine, CA 92618.

(2) The number of shares of Class B Common Stock beneficially owned represents (i) 31,250 shares of Class B Common Stock directly held by Huan Liu and (ii) 515,625 shares of Class B Common Stock held by FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED, a British Virgin Islands company, which is 100% owned by Huan Liu.

The registered address of FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED is Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG1110, the British Virgin Islands.

(3) Weishu Guo’s address is Room 402 Building 1, Shendiyuan Pingxingguanlu 68 Nong, Shanghai, China 200070.

(4) Jiancheng Li’s address is 2-504 Jiuyongfu, Linping District, Hangzhou, Zhejiang Province, China 311100.

(5) Jianhui Li’s address is Room 1605, Unit 1, Building 3, Aobei Center South Area, Laiguangying District, Chaoyang District, Beijing, China 100020.

As of the date of this Annual Report, we are not aware of any arrangements that may result in “changes in control,” as that term is defined by the provisions of Item 403(c) of Regulation S-K.

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.

Board and Committee Independence

The board of directors determines whether each of our directors is considered independent.

For a director to be considered independent, the director must meet the bright-line independence standards under the Nasdaq listing standards.

The board of directors must also affirmatively determine that, in its opinion, each director has no relationship that would interfere with the directors’ exercise of independent judgment in carrying out the director’s responsibilities.

In addition to the Nasdaq listing standards, the board of directors will consider all relevant facts and circumstances in determining whether a director is independent.

There are no family relationships among any of our directors, director nominees, and executive officers.

The Board has determined that three of our current five directors, Xiangan Ruan, Huibo Deng, and Huiping (Catherine) Chen, satisfy the independence requirements of Nasdaq.

Related Party Transactions

The following is a description of transactions since January 1, 2024 to which we were a party in which (i) the amount involved exceeded or will exceed the lesser of (A) $120,000 or (B) one percent of our average total assets at year end for the last two completed fiscal years and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, any of the foregoing persons, who had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control, and other similar arrangements, which are described under “Executive Compensation.”

West Buy Media Inc., a North Carolina Corporation 100% owned by Mr.

Huan Liu, our Chief Executive Officer, Director, and Chairman of the Board of Directors, served as the guarantor in connection with the Company’s operating lease signed on July 19, 2024 with an independent third party, Zina Development, LLC.

West Buy Media Inc.

provides guarantees to the Company’s full payment and performance of all obligations in connection with that lease.

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.

For the years ended December 31, 2024 and 2023, we incurred aggregate fees and expenses of $251,569 and $431,810, respectively, from Assentsure PAC and Marcum Asia CPAs LLP for works completed for our annual audits and quarterly reviews.

Year ended December 31,

Assentsure PAC

Marcum Asia CPAs LLP

Audit-Related Expenses

Audit-related expenses for the years ended December 31, 2024 and 2023 were $203,220 and $61,800, respectively.

We incurred aggregate fees and expenses of $56,083 and $55,863 for the years ended December 31, 2024 and 2023, respectively.

All Other Fees

We incurred other fees of nil for years ended December 31, 2024 and 2023.

Pre-Approval Policy

The Audit Committee approved the engagement of Assentsure PAC before it was engaged to render audit or non-audit services.

Exhibit and Financial Statement Schedules

6 unchanged sentences

Exhibit Title

Second Amended and Restated Article of Incorporation

Fourth Amended and Restated Article of Incorporation

October 21, 2024

April 7, 2023

Specimen Stock Certificate

April 7, 2023

July 10, 2024

Description of Securities

Filed herewith

Employment Agreement effective as of March 1, 2022 by and between Huan Liu and Cheetah Net

April 7, 2023

Employment Agreement effective as of October 26, 2022 by and between Robert Cook and Cheetah Net

April 7, 2023

Employment Agreement effective as of March 1, 2022 by and between Walter Folker and Cheetah Net

April 7, 2023

Indemnification Agreement dated October 14, 2022 by and between Huan Liu and Cheetah Net

April 7, 2023

Indemnification Agreement dated October 26, 2022 by and between Robert Cook and Cheetah Net

March 18, 2024

Director Offer Letter dated July 2, 2024 between Huibo Deng and the Company

Director Offer Letter, between Catherine Chen and Cheetah Net, dated August 29, 2022

April 7, 2023

Indemnification Agreement dated October 14, 2022 by and between Walter Folker and Cheetah Net

Director Offer Letter, between Xiangan Ruan and Cheetah Net, dated December 5, 2024

December 11, 2024

Director Offer Letter, between Xianggeng Huang and Cheetah Net, dated August 31, 2022

April 7, 2023

Indemnification Agreement dated July 2, 2024 between Huibo Deng and the Company

Indemnification Agreement dated October 14, 2022 by and between Xianggeng Huang and Cheetah Net

April 7, 2023

Indemnification Agreement dated October 14, 2022 by and between Adam Eilenberg and Cheetah Net

April 7, 2023

Indemnification Agreement dated October 14, 2022 by and between Vladimir Gavrilovic and Cheetah Net

April 7, 2023

Indemnification Agreement dated October 14, 2022 by and between Catherine Chen and Cheetah Net

April 7, 2023

Director Offer Letter, between Xianggeng Huang and Cheetah Net, dated August 31, 2022

April 7, 2023

Director Offer Letter, between Adam Eilenberg and Cheetah Net, dated September 14, 2022

April 7, 2023

Director Offer Letter, between Vladimir Gavrilovic and Cheetah Net, dated October 3, 2022

April 7, 2023

Director Offer Letter, between Catherine Chen and Cheetah Net, dated August 29, 2022

Indemnification Agreement dated October 14, 2022 by and between Huan Liu and Cheetah Net

April 7, 2023

Form of Independent Contractor Agreement between a purchasing agent and Cheetah Net

Indemnification Agreement dated December 5, 2024 by and between Xiangan Ruan and Cheetah Net

December 11, 2024

Employment Agreement effective as of March 1, 2022 by and between Huan Liu and Cheetah Net

April 7, 2023

Revolving Line of Credit Agreement dated October 5, 2022 (as amended), by and between Cheetah Net and Asia Finance Investment Limited

Lease Agreement dated July 19, 2024 between the Company and Zina Development, LLC, as amended

August 13, 2024

Loan Agreement dated June 20, 2024 between the Company and Hongkong Sanyou Petroleum Co Limited

August 13, 2024

Loan Agreement dated July 22, 2024 between the Company and Hongkong Sanyou Petroleum Co Limited

August 13, 2024

Premium Finance Agreement dated August 1, 2024 between the Company and ETI Financial Corporation

August 13, 2024

Loan Agreement dated August 16, 2024 between the Company and Asia Finance Investment Limited

November 13, 2024

Loan Agreement dated October 2, 2024 between the Company and Hongkong Sanyou Petroleum Co Limited

November 13, 2024

Loan Agreement dated October 24, 2024 between the Company and Asia Finance Investment Limited

November 13, 2024

Loan Agreement dated October 28, 2024 between the Company and Hongkong Sanyou Petroleum Co Limited

November 13, 2024

Stock purchase agreement dated November 27, 2024 by and among the Company, TW & EW Services Inc, Jiancheng Li, Jianhui Li, and Weishu Guo

December 3, 2024

Form of Power of Attorney between the Company and its logistics and warehousing customers

Filed herewith

Revolving Line of Credit Agreement dated October 5, 2022 (as amended), by and between Cheetah Net and Hong Kong Sanyou Petroleum Co Limited

Form of Brokerage Agreement between the Company and its logistics and warehousing customers

Filed herewith

Form of Sales Contract by and between a PRC customer and Cheetah Net

April 7, 2023

Form of Sales Agreement by and between a U.S.

customer and Cheetah Net

April 7, 2023

Stock Purchase Agreement dated January 24, 2024, by and among Edward Transit Express Group, Inc., Juguang Zhang, and Cheetah Net

January 30, 2024

Amendment No.1 to Stock Purchase Agreement dated January 29, 2024 by and among Edward Transit Express Group, Inc., Juguang Zhang, and Cheetah Net

January 30, 2024

Code of Business Conduct and Ethics

1 unchanged sentence

Inside Trading Policy

March 18, 2024

Filed herewith

Consent of Assentsure PAC

Filed herewith

10 unchanged sentences

Compensation Recovery Policy

Filed herewith

March 18, 2024

Inline XBRL Instance Document

21 unchanged sentences

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.

2 unchanged sentences

(Principal Executive Officer)

/s/ Robert Cook

/s/ Cindy Tang

Chief Financial Officer

8 unchanged sentences

Catherine Chen

CHEETAH NET SUPPLY CHAIN SERVICE INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

Notes to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Cheetah Net Supply Chain Service Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cheetah Net Supply Chain Service Inc.

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the United States federal securities laws.

and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Assentsure PAC

March 12, 2025

PCAOB ID number:

We have served as the Company’s auditor since 2023.

CHEETAH NET SUPPLY CHAIN SERVICE INC.

CONSOLIDATED BALANCE SHEETS

CURRENT ASSETS:

Cash and cash equivalents

Accounts receivable, net

Loan receivable

Other receivables

Prepaid expenses and other current assets

Current assets of discontinued operations

TOTAL CURRENT ASSETS

NONCURRENT ASSETS:

Property, plant, and equipment, net

Operating lease right-of-use assets

Deferred tax assets, net

Intangibles, net

Non-current assets of discontinued operations

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable

Current portion of long-term debt

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

NONCURRENT LIABILITIES:

Long-term debt, net of current portion

Operating lease liabilities, net of current portion

Non-current liabilities of discontinued operations

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES (Note 16)

STOCKHOLDERS’ EQUITY

Common stock, $ 0.0001 par value, 1,000,000,000 shares authorized;

3,218,886 and 1,119,750 shares issued and outstanding , including*:

Class A common stock, $ 0.0001 par value, 891,750,000 shares authorized, 2,672,011 and 604,125 shares issued and outstanding

Class B common stock, $ 0.0001 par value, 108,250,000 shares authorized, 546,875 and 515,625 shares issued and outstanding

Additional paid-in capital

Subscription receivable

(Accumulated deficit) Retained earnings

( 4,680,611 )

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

* Retrospectively adjusted for the reverse split of the Company’s common stock at a ratio of 1 -for-16, which took effect on October 21, 2024 (the “Reverse Stock Split”).

See also Note 15.

** Reclassification- certain reclassifications have been made to the financial statements for the year ended December 31, 2023, to conform to the presentation for the period ended December 31, 2024, with no effect on previously reported net income (loss).

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

CHEETAH NET SUPPLY CHAIN SERVICE INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Common Stock*

Retained Earnings

Stockholders’

Balance, December 31, 2023

Termination of equity-classified warrant

Issuance of common stock for acquisition-Edward

Issuance of follow-on public offering in May

Issuance of follow-on public offering in July

Stock issuance under private placement transactions

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

Share-based compensation expenses

Issuance of common stock for acquisition-TWEW

Fraction shares issued due to reverse stock split

Net (loss) from continuing operations for the year

( 3,232,194 )

Net (loss) from discontinued operations for the year

( 1,956,658 )

Balance, December 31, 2024

( 4,680,611 )

Common Stock*

Stockholders’

Balance, December 31, 2022*

( 1,800,000 )

Initial public offering, net of issuance cost

Stock issuance under private placement transactions

Net (loss) from continuing operations for the year

( 1,711,885 )

Net income from discontinued operations for the year

Balance, December 31, 2023*

* Retrospectively restated for effect of the Company’s amended and restated articles of incorporation and bylaws and share reverse split on October 24, 2024.

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

CHEETAH NET SUPPLY CHAIN SERVICE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended

Cash flows from operating activities:

Net (loss) income

( 5,188,852 )

(Loss) income from discontinued operations, net of tax

( 1,978,603 )

(Loss) from continuing operations

( 3,210,249 )

( 1,711,885 )

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

Share-based compensation expenses

Deferred income tax expenses (benefits)

Changes in operating assets and liabilities:

Accounts receivable

Other receivables

Prepaid expenses and other current assets

Other payables and other current liabilities

Operating lease liabilities

Cash used in operating activities-continuing operations

( 3,455,918 )

( 1,646,921 )

Cash provided by operating activities-discontinued operations

Net cash provided by operating activities

Cash flows from investing activities:

Acquisition of business, net of cash acquired

Purchase of property, plant, and equipment

Loans made to third parties

( 6,331,428 )

Loans repayment received from third parties

Cash used in investing activities-continuing operations

( 6,130,932 )

Net cash used in investing activities

( 6,130,932 )

Cash flows from financing activities:

Proceeds from follow-on public offering in May, net of expenses

Proceeds from follow-on public offering in July, net of expenses

Proceeds from initial public offering, net of expenses

Cash paid for warrant termination

Proceeds from issuance of common stock under private placement transactions

Repayments of short-term borrowings

Proceeds from premium finance

Repayments of premium finance

Repayments of long-term borrowings

Borrowing from a related party

Repayments made to a related party

Cash provided by financing activities-continuing operations

Cash used in financing activities-discontinued operations

( 1,693,276 )

( 9,618,444 )

Net cash provided by (used in) financing activities

( 4,563,108 )

Net increase in cash

Cash, beginning of year

Cash, end of year

Less cash and cash equivalents of discontinued operations

Cash of continuing operations

Supplemental cash flow information

Cash paid for income taxes

Cash paid for interests

Noncash Financing and investing activities:

Fair value of common stock issued for acquisition

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

CHEETAH NET SUPPLY CHAIN SERVICE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION

Cheetah Net Supply Chain Service Inc.

(“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.

The Company holds 100 % of the equity interests in the following entities:

(i) Allen-Boy International LLC (“Allen-Boy”), an LLC organized on August 31, 2016 under the laws of the State of Delaware, which was acquired by Cheetah Net from Yingchang Yuan, the previous owner of Allen-Boy who beneficially owns 1,200,000 shares of Class A common stock of Cheetah Net, for a total consideration of $ 100 on January 1, 2017.

Allen-Boy did not have any business activities until acquired by Cheetah Net.

Currently, Allen-Boy is engaged in parallel-import vehicle dealership business.

(ii) Pacific Consulting LLC (“Pacific”), an LLC organized on January 17, 2019 under the laws of the State of New York, which was acquired by Cheetah Net from Yingchang Yuan, the previous owner of Pacific who beneficially owns 1,200,000 shares of Class A common stock of Cheetah Net, for a total consideration of $ 100 on February 15, 2019.

Pacific did not have any business activities until acquired by Cheetah Net.

Currently, Pacific is engaged in parallel-import vehicle dealership business.

(iii) Entour Solutions LLC (“Entour”), an LLC organized on April 8, 2021 under the laws of the State of New York, which was acquired by Cheetah Net from Daihan Ding, the previous owner of Entour, for a total consideration of $ 100 on April 9, 2021.

Entour did not have any business activities until acquired by Cheetah Net.

Currently, Entour is engaged in parallel-import vehicle dealership business.

● (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.

Currently, Logistics is engaged in parallel-import vehicle dealership business.

(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).

Currently, Edward is engaged in ocean transportation services.

(vi) 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.

Currently, 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.

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.

On December 19, 2024, the Company entered into a membership interest purchase agreement with Pingzheng Li, the then 100 % owner of NexTrade, pursuant to which the Company purchased the 100 % membership interests in NexTrade for the consideration of $ 1 .

The transaction closed on the same day.

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

On May 23, 2024, the Company dissolved two wholly owned subsidiaries, Canaan International LLC, an LLC organized on December 5, 2018 under the laws of the State of North Carolina, and Canaan Limousine LLC, an LLC organized on February 10, 2021 under the laws of the State of South Carolina.

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 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.

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

any fractional shares resulting from the reverse 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 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 on Form 10-K has been retrospectively adjusted to reflect the Reverse Stock Split as if it had occurred as of the earliest period presented.

Discontinued operations - Parallel-import Vehicles

The Company previously engaged in the business of sourcing and reselling parallel-import vehicles, primarily from the U.S.

market to dealers in the U.S.

Parallel-import vehicles in the PRC refer to automobiles purchased directly from overseas markets and imported for sale outside of the brand manufacturers’ official distribution networks.

In the past, this business contributed significantly to the Company’s revenue.

Between 2016 and the first half of 2022, the Company experienced growth in sales volume and gross profit due to favorable market conditions.

However, beginning in the second half of 2022, the business was negatively affected by the impact of the COVID-19 pandemic and related lockdowns in the PRC, a decline in customer demand due to weakening macroeconomic conditions, price competition from luxury automakers in the PRC, and a shift in consumer preference toward domestic electric vehicles (“EVs”).

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, 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, 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 market conditions continued to deteriorate and sales activity in this segment ceased, management determined that the business no longer had a sustainable path forward.

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

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 all periods presented.

For additional financial details regarding discontinued operations, refer to Note 5-Discontinued Operations.

Logistics and W arehousing Services

The Company’s subsidiary, Edward, operates as a licensed Non-Vessel Operating Common Carrier.

It manages freight forwarding, including shipment consolidation and carrier selection, aimed at optimizing shipping operations.

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

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.

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.

Management continues to focus on improving operational efficiencies and expanding its market presence of the two acquired businesses.

The transformation of the Company’s business model could have a material and adverse effect on the Company’s business, financial condition, and results of operations.

The business shift may take longer time than expected to generate ideal profits depending on factors from the business environment and operation management and market expansion.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

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 inter-company 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.

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 $ 5.2 million for the year ended December 31, 2024, with operating cash flows of approximately $ 0.2 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.

For continuing operations, net cash used in operating activities was approximately $ 3.5 million, with operating cash inflows of approximately $ 0.2 million, including $ 3.7 million net cash provided by operating activities from the discontinued operation, partially offset by negative cash flows of $ 3.5 million from our logistics and warehousing services.

As of December 31, 2024, the Company had cash and cash equivalents of approximately $ 1.7 million and a working capital balance of $ 10.2 million.

In addition, the Company had a loan receivable of $ 6.1 million due from third parties within a year, which can be sufficient for the Company to support its ongoing business operations and meet the obligations within 12 months.

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.

While we understand that the ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations, management has concluded that there are no conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance date of these consolidated financial statements.

Accordingly, the Company’s consolidated financial statements as of December 31, 2024 have been prepared on a going concern basis.

Use of estimates

In preparing the consolidated financial statements in conformity with U.S.

GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

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 credit losses of accounts receivables, the valuation of inventory, the revenue recognition, impairment of long-lived assets, and the realization of deferred tax assets.

Actual results could differ from those estimates.

Risks and uncertainties

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

As a company located in the U.S.

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

and the PRC, as well as by the general state of the U.S.

and the PRC economies.

The Company’s results may be adversely affected by changes in the political, regulatory, and social conditions in the U.S.

Risks and uncertainties related to the Company’s business include, but are not limited to, the following:

● The business shift from parallel-import vehicle sales to logistics and warehousing services may depend on factors from the business environment to operation management and market expansion;

● 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 Company’s logistic 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 three months when purchased.

As of December 31, 2024 and 2023, 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, 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.

The Company estimates expected credit losses based on a combination of historical loss experience, customer creditworthiness, current economic conditions, and reasonable and supportable forward-looking information.

The allowance for credit losses is updated at each reporting period to reflect changes in credit risk.

The allowance for credit losses is recorded against accounts receivable balances, with a corresponding charge to the consolidated statements of operations.

Delinquent account balances are written off against the allowance when management determines that collection is remote.

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

As of December 31, 2024, all accounts receivable related to the discontinued parallel-import vehicle business, including the associated allowance for credit losses, have been reclassified to “Current Assets of Discontinued Operations” in the consolidated balance sheets.

Accordingly, the remaining accounts receivable presented in continuing operations are solely related to the Company’s logistics and warehousing business.

As of December 31, 2024 and 2023, no allowance for credit losses on accounts receivable from continuing operations was recorded.

(See Note 5 – Discontinued Operations for further details.)

Loan receivable

The Company’s loans receivable, which consist of loans to third parties, are recognized at the point of loan disbursement, initially measured at fair value, primarily reflecting the disbursed amount and associated transaction costs.

Both secured and unsecured lending are encompassed in these receivables, with terms including varying interest rates and maturity dates.

Subsequently, these receivables are measured at amortized cost using the effective interest method, which ensures the accurate recognition of interest income over the loan period.

The interest rates for these loans may be subject to change based on the terms of loan agreements.

Periodic reviews of the loan portfolio are conducted to assess for impairment, utilizing the expected credit loss model.

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

As of the end of the reporting periods, no impairment allowance was recorded for the loan receivable.

Inventory primarily consists of new vehicles held for sale and are stated at the lower of cost or net realizable value using the specific identification method, which includes the cost of vehicles purchased from U.S.

automobile dealers, non-refundable sales tax, and dealership service fees.

The Company reviews its inventory periodically if any reserves are necessary for potential impairment.

The Company depleted its inventory on vehicles by the first quarter of 2024.

The Company does not hold any inventory related to its continuing logistics and warehousing business.

As a result of the Company’s decision to discontinue the parallel-import vehicles business, the entire inventory balance of $ 1,515,270 as of December 31, 2023, was reclassified to “Current Assets of Discontinued Operations” in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations.

Property, plant, and equipment, net

Property, plant, and equipment are stated at cost less accumulated depreciation and impairment charges.

Depreciation is calculated primarily based on the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the assets:

Property, plant, and equipment

Estimated useful life

Motor vehicles

Leasehold improvements

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expenses as incurred.

Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized.

Intangible assets, net

The Company recorded intangible assets with the acquisitions of Edward and TWEW during the year ended December 31, 2024.

Intangible assets consist of developed technology, customer relationships, and trade names, which are amortized on a straight-line basis or over their respective useful lives using patterns that reflect the economic benefits the assets are expected to realize.

The Company reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

Amortization of intangible assets is computed using the straight-line method over the estimated useful lives as below:

Intangible assets

Estimated useful life

Developed technology

Customer relationships

10 - 12 years

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 did no t recognize any impairment to intangible assets for the year ended December 31, 2024.

Fair value of financial instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

A three-level fair value hierarchy prioritizes the inputs used to measure fair value.

The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.

The three levels of input used to measure fair value are as follows:

● Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

● Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

● 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 December 31, 2024 and 2023 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 December 31, 2024 and 2023 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.

842, Leases (“Topic 842”).

The Company leases office space, which is classified as operating leases in accordance with Topic 842.

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.

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.

The ROU asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received.

All ROU assets are reviewed for impairment annually.

There was no impairment for ROU lease assets as of December 31, 2024 and 2023.

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

Goodwill is tested for impairment at the reporting unit level, which is an operating segment, or one level below.

The Company has one reporting unit.

The Company measures goodwill impairment, if any, as the amount by which the carrying amount of the reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill.

The review of goodwill impairment consists of either using a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a one-step quantitative impairment test.

In performing the qualitative assessment, the Company considers many factors in evaluating whether the carrying value of goodwill may not be recoverable, including declines in the Company’s stock price and market capitalization of the Company and macroeconomic conditions.

If, based on the results of the qualitative assessment, it is concluded that it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, additional quantitative impairment testing is performed.

The quantitative test requires that the carrying value of each reporting unit be compared with its estimated fair value.

If the carrying value of a reporting unit is greater than its fair value, a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill).

The Company uses the income approach and/or a market-based approach to determine the reporting units’ fair values, which are based on discounted cash flows.

The determination of discounted cash flows of the reporting units and assets and liabilities within the reporting units requires significant estimates and assumptions.

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

Impairment of long-lived assets

The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

If an impairment indicator is present, the Company evaluates recoverability by comparing the carrying amount of the asset group to the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group.

If the assets are impaired, an impairment loss is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset.

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 years ended December 31, 2024 and 2023, the Company did no t record any impairment.

Revenue recognition

ASC 606 establishes principles for reporting information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

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.

Under the new guidance, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services.

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

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 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.

For sales to U.S.

domestic parallel-import car dealers, revenue is recognized when a vehicle is delivered, and its title has been transferred to the dealers.

For overseas sales, the Company sells vehicles under Cost and Freight (“CFR”) shipping point terms, and revenue is recognized when a vehicle is loaded on a cargo ship and its title has been transferred to the dealers.

The Company accounts for the revenue generated from sales of vehicles on a gross basis as the Company is acting as a principal in these transactions, is subject to inventory risk, has latitude in establishing prices, and is responsible for fulfilling the promise to provide customers the specified goods, which the Company has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits.

All of the Company’s contracts have one single performance obligation as the promise is to transfer the individual vehicle to parallel-import vehicle dealers, and there is no separately identifiable other promise in the contracts.

The Company’s vehicles are sold with no right of return and the Company does not provide other credits or sales incentives to parallel-import car dealers.

Historically, no customer returns have occurred.

Therefore, the Company did not provide any sales return allowances for the years ended December 31, 2024 and 2023.

In 2024, the Company generates revenues from freight forwarding services provided by Edward and general labor and logistics provided by the newly-acquired TWEW to corporate and retail clients, including transportation, cargo warehousing, freight forwarding, labor service, and cargo loading and unloading.

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.

For warehousing services, revenue is primarily derived from storage fees, which are recognized based on the actual number of days the goods are stored in the warehouse while awaiting further transportation.

Across all operations, the Company maintains a principal position, controlling the goods and services, bearing inventory and pricing risks, and fulfilling performance obligations directly.

Each contract is typically structured with a single performance obligation without allowances for returns or sales incentives.

There were no provisions for sales return allowances based on historical experiences of no returns.

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 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.

No provisions for returns or sales incentives are included, as historical experience indicates no material rights of return or refunds.

Disaggregation of Revenue

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.

For the year ended December 31, 2023, the Company did not generate revenue from continuing operations, as its logistics and warehousing business was not yet operational.

Revenue generation commenced in 2024 following the acquisitions of Edward and TWEW and the strategic transition to logistics and warehousing services.

Geographic Information

The Company’s total revenue by geographic area for the years ended December 31, 2024 and 2023 was as follows:

For the Years Ended

domestic market

Overseas market

Total revenue

Cost of Revenues

Parallel-import Vehicles Segment

Cost of parallel import vehicle revenue mainly includes the cost of vehicles purchased from U.S.

automobile dealers, non-refundable sales tax, dealership service fees, and other expenses.

It also includes fulfillment expenses, which consist primarily of (i) vehicle warehousing and towing fees, (ii) vehicle insurance expenses, (iii) commissions paid to purchasing agents incurred in vehicle pick-up and the vehicle title transfer process, (iv) broker consulting fees incurred to acquire new vehicles, and (v) purchase department labor costs.

Logistics and Warehousing Segment

Cost of logistics and warehousing service revenue mainly includes the cost of freight and fulfillment expenses for freight forwarding services, while cost of labor services comprises payments to third parties for outsourced workforce provisioning, including bundled recruitment, training, and payroll processing.

Cost recognition aligns with service delivery progress, validated through subcontractor utilization reports and client acceptance documentation.

Selling, General and Administration Expenses

Selling expenses was related to the discontinued parallel-import vehicles business and include salaries and benefits for the Company’s sales personnel, and ocean freight expenses, which are associated with shipping and delivery of vehicles to automobile dealers, are expensed as incurred.

Total selling expenses of discontinued operations were $ 117,819 and $ 668,172 for years ended December 31, 2024 and 2023, 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 years ended December 31, 2024 and 2023, general and administration expenses for the continuing operations were $ 3,641,713 and $ 2,190,513 , respectively.

Share-based Compensation

The Company has adopted its Amended and Restated 2024 Stock Incentive Plan (the “Plan”), for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Company’s operations.

Shareholders, directors, and employees of the Company receive remuneration in the form of share-based awards including option, restricted stock, restricted stock unit, dividend equivalent, or other awards that are permitted under the Plan, whereby the recipients render services as consideration for such share-based compensation.

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes the cost over the period during which the employee is required to provide service in exchange for the award, which generally is the vesting period.

The amount of cost recognized is adjusted to reflect any expected forfeitures prior to vesting.

The fair value of stock award is measured at grant date’s per share closing price of the Company’s common stock, and the fair value of option is measured at grant date using the Black-Scholes pricing model, taking into account the terms and conditions upon which the share-based awards are granted.

Where the employees have to meet vesting conditions before becoming unconditionally entitled to the share-based awards, the total estimated fair value of the share-based awards is spread over the vesting period, taking into account the probability that the share-based awards will vest, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date.

The Company accounts for income taxes under the asset and liability method, recognizing deferred tax assets and liabilities based on temporary differences between financial statement and tax bases of assets and liabilities, using enacted tax rates expected to apply when these differences reverse.

The impact of tax rate changes is recorded in the period of enactment.

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

As of 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.

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 December 31, 2024 and 2023.

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.

The Company monitors tax law changes and has determined that no recent changes materially impact the financial statements.

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 December 31, 2024, the Company’s consolidated income tax returns for the tax years ended December 31, 2020 through December 31, 2023 remained open for statutory examination by U.S.

tax authorities.

(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 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 years ended December 31, 2024 and 2023, there were no dilutive shares outstanding, as presented in the tables below:

December 31, 2024

Per share amount

Basic and diluted EPS

(Loss) from continuing operations per ordinary share

( 3,232,194 )

(Loss) from discontinued operations per ordinary share

( 1,956,658 )

(Loss) from operations per ordinary share

( 5,188,852 )

December 31, 2023

Income (loss)

Per share amount

Basic and diluted EPS

(Loss) from continuing operations per ordinary share

( 1,711,885 )

Earnings from discontinued operations per ordinary share

Earnings from operations per ordinary share

Related parties and transactions

The Company identifies related parties, and accounts for and discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards.

Parties, which can be a corporation or individual, are considered related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions.

Corporations are also considered to be related if they are subject to common control or common significant influence.

Transactions between related parties commonly occurring in the normal course of business are considered to be related party transactions.

Transactions between related parties are also considered to be related party transactions even though they may not be given accounting recognition.

Segment reporting

The Company uses the management approach in determining reportable operating segments.

The management approach considers the internal reporting used by the Company’s chief operating decision maker for making operating decisions about the allocation of resources of the segment and the assessment of its performance in determining the Company’s reportable operating segments.

As of December 31, 2023, the Company operated as a single reportable segment, focused solely on the parallel-import vehicle business.

In 2024, the Company expanded its operations and reported two operating segments:

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

However, following the discontinuation of the parallel-import vehicles business, as of December 31, 2024, the Company transitioned back to a single reportable segment, now focused exclusively on logistics and warehousing services.

Recent accounting pronouncements

ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , requires disclosures about significant segment expenses and additional interim disclosure requirements.

This standard also requires a single reportable segment to provide all disclosures required by Accounting Standards Codification Topic 280.

This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The amendments should be applied retrospectively for all prior periods presented in the consolidated financial statements.

The Company intends to adopt this standard in its Annual Report on Form 10-K for the year ending December 31, 2025.

The Company is currently evaluating the potential impact of adopting this standard on its disclosures.

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 intends to adopt this standard in its Annual Report on Form 10-K for the year ending December 31, 2025.

The Company is currently evaluating the potential impact of adopting this standard on its disclosures.

NOTE 3 — LOAN RECEIVABLE

Loan receivable consisted of the following:

Vehicle pledged loan receivables

Short-term loan receivables

Total loan receivables

On December 6, 2023, the Company entered into two vehicle pledged loan agreements with a customer, securing the loans with the customer’s vehicle inventory.

The aggregate principal for these loans was set at $ 172,500 , determined as 90 % of each pledged vehicle’s manufacturer’s suggested retail price.

The initial term of each agreement was 90 days .

The loans had an annual interest rate of 14.4 % for the first 90 days and 18.0 % for any duration beyond that.

The loans were fully repaid on February 27, 2024, and March 11, 2024, respectively.

On December 11, 2023, the Company provided an unsecured short-term loan to one of its customers.

The principal amount of the loan was $ 500,000 .

This loan carried an annual interest rate of 12.0 % and was originally set to mature on February 12, 2024.

However, on the maturity date, the Company and the borrower agreed to amend the terms of the loan to extend the maturity date to June 12, 2024, and increase the annual interest rate to 18.0 % for the extension period.

No impairment was required as the loan had been assessed as collectible.

Interest accrued through February 12, 2024, remained at the original rate of 12.0 % per annum, and any interest accruing after this date was subject to the new rate of 18.0 % per annum.

The loan was fully repaid on June 17, 2024.

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 .

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

On July 23, 2024, the Company extended an additional unsecured short-term loan of $ 1,500,000 to Hongkong Sanyou Petroleum Co.

Limited under the same terms.

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 .

After mutual debt adjustments, the adjusted principal balance of this loan is $ 558,295 .

This loan accrues interest at a monthly rate of 1.0 %, with a single lump-sum repayment due 12 months from the disbursement date.

The agreement includes a mutual debt adjustment provision, where the balance after offsetting mutual debts is applied to reduce interest charges.

Any overdue payments under this agreement bear an annual interest rate of 18 %.

On October 2, 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 .

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

On October 28, 2024, the Company entered into an additional unsecured short-term loan of $ 1,000,000 to Hongkong Sanyou Petroleum Co.

Limited under the same terms.

On October 24, 2024, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $ 530,000 .

This loan accrues interest at a monthly rate of 1.0 %, with a single lump-sum repayment due 12 months from the disbursement date.

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

The principal amount of the loan is $ 500,000 .

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

During the years ended December 31, 2024 and 2023, the Company recorded interest income of $ 320,472 and $ 9,938 , respectively.

NOTE 4 — OTHER RECEIVABLES

Other receivables consisted of the following:

December 31, 2024

December 31, 2023

Interest Receivable (1)

Total Other Receivables

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 — DISCONTINUED OPERATIONS

1) Loss from discontinued operations for fiscal years 2024 and 2023 was as follows:

For the Years Ended December 31,

Cost of Revenue

Gross (loss) profit

Operating expenses

Selling, General and administrative expenses

Total operating expenses

(Loss) income from discontinued operations

( 1,867,870 )

Other income (expenses)

Interest expenses

( 1,197,414 )

Other (expenses), net

( 1,197,414 )

(Loss) income from discontinued operations before income taxes

( 1,956,658 )

Income tax provision

Income (loss) from discontinued operations

( 1,956,658 )

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 all periods presented.

For the years ended December 31, 2024 and 2023, revenue from discontinued operations was $ 1.6 million and $ 38.3 million, respectively.

The significant decline was primarily due to the continued downturn and cessation of vehicle purchases in 2023.

SGA 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 of $ 88,788 and $ 1,197,414 for the years ended December 31, 2024 and 2023 were related to loan of inventory financing, loan of letter of credit financing, loan of dealer financing and revolving credit line of financing, all of which are classified under Current liabilities of discontinued operations.

Further details on these financing arrangements are provided in “3) Current liabilities of discontinued operations.” The loans related were all paid off as of December 31, 2024.

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:

Loans payable from letter of credit financing***

Loans payable from Line of credit***

Accrued expense and other liabilities

TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS

TOTAL LIABILITIES OF DISCONTINUED OPERATIONS

* 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.

Several aged accounts receivable were concentrated among four long-term customers, who were in the process of business recovery.

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.

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)

Other receivables

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.

***Current liabilities of discontinued operations

The Company had previously utilized letter of credit (LC) financing and revolving lines of credit for working capital needs related to the parallel-import vehicle business.

These financial obligations have been reclassified to discontinued operations as they were directly tied to the vehicle business and have been fully repaid.

Letter of Credit Financing

The Company entered into a series of loan agreements with two third-party companies for working capital funding purposes during the year ended December 31, 2023.

Pursuant to these agreements, loans payable from LC financing were collateralized by letters of credit from overseas sales of parallel-import vehicles.

Interest expenses are calculated based on the actual number of days elapsed at an interest rate of 18.0 % per annum.

In addition, $ 1,084,775 accounts receivable transactions in connection with letters of credit were pledged as collateral to guarantee the Company’s LC financing as of December 31, 2023 .

As of December 31, 2024 and 2023, the balance of loans payable from letter of credit financing was nil and 1,004,565 , respectively.

The Company repaid the above loans in full on March 19, 2024.

Interest expense for LC financing was $ 23,123 and $ 925,426 for the years ended December 31, 2024 and 2023, respectively.

Revolving Line of Credit

On October 5, 2022, the Company entered into two revolving line of credit agreements (the “Revolving Line of Credit Agreements”) with two third-party companies that have been providing financial support to the Company’s business since 2021.

Pursuant to the Revolving Line of Credit Agreements, the Company can borrow under revolving lines of credit of up to $ 10.0 million and $ 5.0 million, respectively, from these two third-party companies with a total of $ 15.0 million for a period of 12 months at a fixed interest rate of 1.5 % per month.

On December 12, 2022, the Company amended the Revolving Line of Credit Agreements to extend the maturity date to April 2024 with the same terms.

On April 26, 2024, the Company repaid $ 104,170 in full to one third-party company.

On July 11, 2024, the remaining balance of $ 584,541 was offset with the accounts receivable collected by that third-party company on behalf of the Company.

During the year ended December 31, 2023, the Company borrowed a total of $ 3,244,488 , repaid $ 2,555,777 , and had $ 688,711 remaining balance as of December 31, 2023.

Interest expense for the revolving lines of credit was $ 65,665 and $ 155,245 for the years ended December 31, 2024 and 2023, respectively.

3) Cash Flows from discontinued operations

For the Years Ended

Cash flows from operating activities:

Net (loss) income

( 5,188,852 )

(Loss) income from discontinued operations, net of tax

( 1,978,603 )

(Loss) from continuing operations

( 3,210,249 )

( 1,711,885 )

Cash used in operations-continuing operations

( 3,455,918 )

( 1,646,921 )

Cash provided by operations-discontinued operations

Net cash provided by operating activities

Cash flows from investing activities:

Cash used in investing activities-continuing operations

( 6,130,932 )

Net cash used in investing activities

( 6,130,932 )

Cash flows from financing activities:

Cash provided by financing activities-continuing operations

Cash used in financing activities-discontinued operations

( 1,693,276 )

( 9,618,444 )

Net cash provided by (used in) financing activities

( 4,563,108 )

NOTE 6 — PROPERTY, PLANT, AND EQUIPMENT, NET

Property consisted of the following:

Estimated Useful Life

December 31, 2024

December 31, 2023

Motor Vehicles

Leasehold improvements*

Less accumulated depreciation

Property, plant, and equipment, net

During the years ended December 31, 2024 and 2023, the Company recorded deprecation of $ 27,400 and nil , respectively.

There was no impairment loss during the years ended December 31, 2024 and 2023.

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

NOTE 7 — LEASES

The Company leases office spaces from various third parties under non-cancelable operating leases, with terms ranging from 12 to 55 months .

The Company considers the renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of ROU assets and lease liabilities.

Lease expenses are recognized on a straight-line basis over the lease term.

Leases with an initial term of 12 months or less are not recorded on the balance sheet.

The Company determines whether a contract is or contains a lease at the inception of the contract and whether that lease meets the classification criteria of a finance or operating lease.

When available, the Company uses the rate implicit in the lease to discount lease

payments to present value;

however, most of the Company’s leases do not provide a readily determinable implicit rate.

Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

On July 19, 2024, the Company entered into a non-cancellable operating lease with an independent third party, Zina Development, LLC, for office space in Irvine, California, comprising approximately 15,000 square feet.

The lease term commenced on July 23, 2024, and expires on July 31, 2027.

The lease is guaranteed by West Buy Media Inc., a North Carolina Corporation 100 % owned by the Company’s chief executive officer, Huan Liu, ensuring the Company’s full payment and performance of all obligations under the lease.

Monthly base rent payments under this lease range from $ 42,000 to $ 45,000 , with scheduled increases over the lease term.

The office space is designated for general business operations.

In accordance with ASC 842, the Company has recognized a right-of-use asset and a lease liability on its balance sheet related to this operating lease.

On April 28, 2023, the Company entered a First Amendment to Lease Agreement (the “ Amended Lease ”) with one of its landlords, which amended a previous lease agreement between the two parties, whereby the Company leases office space from the landlord with an initial lease term from December 1, 2020 to December 31, 2023.

Pursuant to the Amended Lease, the initial lease term was extended for a period commencing January 1, 2024 and expiring February 28, 2027, unless sooner terminated as provided in the Amended Lease.

The Company was also granted the option to extend the lease term for another three years starting from March 1, 2027 and ending February 28, 2030.

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.

The lease term was extended to July 31, 2023 by the first amendment.

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.

Both operating lease expenses and short-term lease expenses are recognized in general and administrative expenses.

The components of lease expenses for the years ended December 31, 2024 and 2023 were as follows:

For the Years Ended

Leases expenses

Operating lease expenses

Short-term lease expenses

Total leases expenses

December 31, 2024

December 31, 2023

Right-of-use assets

Operating lease liabilities – current

Operating lease liabilities – non-current

Total operating lease liabilities

The weighted average remaining lease terms and discount rates for all operating leases were as follows as of December 31, 2024 and 2023:

December 31, 2024

December 31, 2023

Remaining lease term and discount rate:

Weighted average remaining lease term (years)

Weighted average discount rate *

* The Company used weighted average incremental borrowing rate of 13.5 % per annum for its lease contracts based on the Company’s current borrowings from various financial institutions.

During the years ended December 31, 2024 and 2023, the Company incurred total operating lease expenses of $ 429,065 and $ 150,642 , respectively.

The total lease expenses were $ 545,440 and $ 268,801 for the year ended December 31, 2024 and 2023.

As of December 31, 2024, future maturities of lease liabilities were as follows:

Total lease payments

imputed interest

Present value of lease liabilities

NOTE 8 — Intangible Asset and Goodwill

Acquisition of 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 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.

The purchase price was initially recorded on a preliminary basis as of February 2, 2024.

The assets acquired and liabilities assumed were estimated based on management’s estimates, available information, and supportable assumptions that management considered reasonable.

During the second quarter of 2024, the Company finalized the purchase price allocation.

As a result, adjustments were made, particularly concerning the deferred tax liability related to intangible assets, which led to a corresponding adjustment in the value of goodwill.

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 June 30, 2024

As of March 31, 2024

Finalized value

Preliminary value

Acquired assets acquired and (liabilities):

Accounts Receivable

Other Current Assets

Right-of-use Lease Asset

Developed Technology

Customer Relationships

Other Noncurrent Assets

Accounts Payable

Accrued Expenses Payable

Deferred Tax Liability

Operating Lease Liability, Current

Operating Lease Liability, Long Term

Total Purchase Consideration

The fair value of the accounts receivable, other assets, and liabilities assumed approximates their gross contractual amounts.

The fair value of the fixed assets approximates its net carrying value as of the acquisition date.

The fair values of intangible assets, including $ 120,000 of developed technology, $ 360,000 of customer relationships, and $ 36,000 of trade names, were determined using assumptions that are representative of those market participants would use in estimating fair value.

Acquisition of 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.

The gross purchase price was $ 1 million.

Consideration paid consisted of $ 0.2 million of cash and the issuance of 469,484 shares of Cheetah Net’s Class A common stock with a fair value of $ 0.8 million.

Following ASC 805, it was determined that the fair value of the stock consideration was $ 1 million at the time of the transaction, reflecting a comprehensive evaluation of the stock’s market conditions and liquidity impacted by lock-up period restrictions.

Acquired assets acquired and (liabilities):

Accounts Receivable

Other Current Assets

Customer Relationships

Deferred Tax Liability

Short term loan payable

Total Purchase Consideration

The fair value of the accounts receivable, other current assets, and short-term loan payable assumed approximates their gross contractual amounts.

The customer relationship intangibles of $ 600,000 were valued by discounting estimated after-tax earnings over their remaining useful lives using the multi-period excess earnings method, that are representative of those a market participant would use in estimating fair value.

The Company recorded amortization of intangible assets with finite lives are computed using the straight-line method over the estimated useful lives as below:

Intangible Assets

Estimated Useful Lives (month)

Edward-Developed Technology

Edward-Customer Relationships

Edward-Trade Names

TWEW-Customer Relationships

During the years ended December 31, 2024 and 2023, the Company incurred accumulated amortization expenses of $ 52,928 and nil , respectively.

NOTE 9 — PREMIUM FINANCE

On July 31, 2023, the Company entered into a Premium Finance Agreement (the “Premium Finance Agreement”) with National Partners PFco, LLC.

Pursuant to the Premium Finance Agreement, the Company borrowed $ 221,139 for the purchase of its directors and officers insurance, at an annual interest rate of 7.75 %.

On April 1, 2024, the Company repaid the above loan in full.

On August 1, 2024, the Company entered into a premium finance agreement (the “Premium Finance Agreement”) with ETI Financial Corporation to finance the purchase of its directors and officers’ insurance.

Pursuant to the Premium Finance Agreement, the Company borrowed $ 205,774.80 at an annual interest rate of 8.51 %.

The loan is structured to be repaid in 10 monthly installments, starting with the first payment on September 1, 2024.

Interest expenses incurred related to the Premium Finance Agreement were $ 5,792 and $ 5,974 for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the balance of premium finance was 120,461 and 148,621 , respectively.

NOTE 10 — LONG-TERM BORROWINGS

Long-term borrowings consisted of the following:

Small Business Administration (1)

Thread Capital Inc.

Total long-term borrowings

Current portion of long-term borrowings

Non-current portion of long-term borrowings

On May 24, 2020, the Company entered into a loan agreement with the U.S.

Small Business Administration (the “SBA”), an agency of the U.S.

Government, to borrow $ 150,000 for 30 years , with a maturity date of May 23, 2050.

Under the terms of the SBA loan, the loan proceeds are used as working capital to alleviate economic injury caused by the COVID-19 pandemic.

The loan bears a fixed interest rate of 3.75 % per annum.

Beginning 12 months from the date of this loan agreement, the Company is required to make a monthly installment payment of $ 731 within the term of loan, with the last installment to be paid in May 2050.

On March 16, 2022, the Company entered into an amended agreement with SBA to borrow an additional $ 350,000 for 30 years as working capital to alleviate economic injury caused by the COVID-19 pandemic.

In the aggregate, the Company’s borrowings amounted to $ 500,000 with a maturity date of May 23, 2050.

The amended loan bears a fixed interest rate of 3.75 % per annum.

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 December 31, 2024 were as follows:

Future repayment

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

(“Thread Capital”) to borrow $ 50,000 as working capital with a maturity date of November 1, 2024.

The loan bore a fixed interest rate of 5.50 % per annum.

This loan agreement was subsequently terminated on May 17, 2021, at which time the Company entered into a new loan agreement with Thread Capital to borrow an additional $ 171,300 as working capital.

In the aggregate, the Company’s borrowings from Thread Capital amounted to $ 221,300 with a maturity date of May 1, 2031.

Interest is payable at a fixed annual interest rate of 0.25 % between September 1, 2021 and November 30, 2022.

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 December 31, 2024 were as follows:

Future repayment

For the above-mentioned long-term borrowings, the Company recorded interest expenses of $ 29,46 2 and $ 31,197 for the years ended December 31, 2024 and 2023, respectively.

NOTE 1 1 — STOCK BASED COMPENSATION

On August 16, 2024, the Company’s board of directors approved the adoption of the Plan.

Subsequently, on September 30, 2024, the Company’s stockholders approved the Plan.

The Plan provides for the granting of share-based awards, including options, restricted stock, restricted stock units, dividend equivalents, and other awards to directors, employees, and consultants of the Company.

Vested shares

On September 30, 2024, the compensation committee of the Company’s board of directors approved the grant of 45,938 shares of Class A common stock and 31,250 shares of Class B common stock (the “Award”) to Mr.

Huan Liu, CEO of the Company.

The Award vested immediately upon grant.

Nonvested shares

On September 30, 2024, the compensation committee of the Company’s board of directors approved the grant of 18,750 and 54,062 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 6,250 shares of Class A common stock to one employee.

A summary of the nonvested shares activity for the nine months ended December 31, 2024 is as follows:

Average Grant

Date Fair Value

Per Share (US$)

Outstanding as of December 31, 2023

Outstanding as of December 31, 2024

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 $ 277,345 for the year ended December 31, 2024.

As of December 31, 2024, total unrecognized compensation cost relating to nonvested shares was $ 243,278 , which is to be recognized over a weighted average period of three years .

NOTE 12 — RELATED PARTY TRANSACTIONS

Nature of relationship with a related party

Relationship with Our Company

Chief Executive Officer (“CEO”) and Chairman of the Board of Directors

West Buy Media Inc.

100 % owned by Mr.

Huan Liu, CEO and Chairman of the Board of Directors

West Buy Media Inc., a North Carolina Corporation, served as the guarantor in connection with the Company’s operating lease signed on July 19, 2024 with an independent third party, Zina Development, LLC.

West Buy Media Inc.

provides guarantees to the Company’s full payment and performance of all obligations in connection with this lease (also see NOTE 7 — LEASES).

Due to a related party

Amount due to a related party represents amounts due to the Company’s CEO and Chairman of the Board of Directors, Mr.

Huan Liu, for funds borrowed for working capital purposes during the Company’s normal course of business.

These payables are unsecured, non-interest bearing, and due on demand.

During the year ended December 31, 2023, the Company borrowed an aggregate of $ 45,798 from Mr.

Huan Liu directly as working capital and used such funds to purchase vehicles and repaid $ 32,375 to Mr.

Accordingly, there was $ 13,423 remaining as of December 31, 2023.

On February 15, 2024, the Company repaid the above balance in full.

NOTE 13 — INCOME TAXES

The Company and its operating subsidiaries in the United States are subject to federal and various state income taxes.

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, 2024.

(i) (Loss) before Income tax expense (benefit)

For the Years Ended

(Loss) from continuing operations before income taxes

( 3,448,016 )

( 2,200,803 )

The components of the income tax provision were as follows:

For the Years Ended

Total current income tax provision

Total deferred income tax expenses (benefits)

Total income tax benefits

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

For the Years Ended

Federal income tax at the statutory rate

State statutory tax rate

Permanent Items

Change in valuation allowance

Effective tax rate

Deferred tax assets, net were composed of the following:

Deferred tax assets:

Net operating loss carry forwards

Lease liability

Total gross deferred tax assets

Less valuation allowance

( 1,159,129 )

Total deferred tax assets, net of valuation allowance

Deferred tax liabilities:

Intangible assets

Right of use assets

Total deferred tax liabilities

Total deferred tax assets, net

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

As of 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.

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 December 31, 2024 and 2023.

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

Internal Revenue Code, due to the small business exemption.

Its average annual gross receipts for the three tax years preceding 2022 do not exceed the relevant threshold amount ($ 27 million for 2022).

The Company no longer met the small business exception in 2024, but it meets one of the other exceptions to the §163(j) limitation, “floor plan financing indebtedness” (indebtedness used to finance the acquisition of motor vehicles held for sale or lease or secured by such inventory) and will therefore continue to be exempt from the §163(j) interest expenses limitation in 2024.

The Company monitors tax law changes and has determined that no recent changes materially impact the financial statements.

NOTE 14 — CONCENTRATIONS

Political and economic risk

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.

and the PRC economy.

The Company’s results may be adversely affected by changes in the political, regulatory, and social conditions in the U.S.

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.

As of December 31, 2024 and 2023, 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.

As of December 31, 2024, accounts receivable related to the discontinued parallel-import vehicle business, including the associated credit risk, have been reclassified to “Current Assets of Discontinued Operations” in the consolidated balance sheets.

Accordingly, the remaining accounts receivable presented in continuing operations are solely related to the Company’s logistics and warehousing business.

These receivables are subject to the Company’s credit risk assessment under ASC 326, and no allowance for credit losses was recorded as of December 31, 2024 and 2023.

Concentrations

Parallel-import automobile dealers were the Company’s major customers during the year ended December 31, 2023.

The Company has undergone a business transformation since the acquisition of Edward, which happened in February 2024 (see also NOTE 8 — Intangible Asset and Goodwill).

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

For the year ended December 31, 2024, two parallel-import car dealers accounted for 100 % ( 87.7 % and 12.3 % respectively) of the Company’s revenue from parallel-import vehicles.

For the year ended December 31, 2023, three parallel-import car dealers accounted for 98.0 % ( 58.1 %, 28.2 %, and 11.7 %, respectively) of the Company’s total revenue.

As of December 31, 2024, three parallel-import car dealers in the Company’s parallel-import vehicles segment accounted for 92.0 % ( 58.1 %, 18.4 %, and 15.4 %, respectively) of the accounts receivable balance.

As of December 31, 2023, three parallel-import car dealers accounted for approximately 98.0 % ( 58.1 %, 28.2 %, and 11.7 %, respectively) of the accounts receivable balance.

During the year ended December 31, 2024, the Company did not purchase any vehicles.

During the year ended December 31, 2023, one U.S.-based automobile dealership accounted for approximately 8.8 % of the Company’s total purchases.

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 on July 2, 2024, the total authorized number of shares of common stock is 1,000,000,000 with par value of $ 0.0001 , which consists of 891,750,000 shares of Class A common stock and 108,250,000 shares of Class B common stock.

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.

Holders of Class A common stock and Class B common stock have the same rights except for voting and conversion rights.

In respect of matters requiring the votes of stockholders, each share of Class A common stock is entitled to one vote , and each share of Class B common stock is entitled to 15 votes .

Class B common stock is convertible into Class A common stock at any time after issuance at the option of the holder on a one-to-one basis.

Class A common stock is not convertible into shares of any other class.

The numbers of authorized and outstanding common stock were retroactively applied as if the transaction occurred at the beginning of the period presented.

On June 27, 2022, the Company entered into a subscription agreement with a group of investors (the “Investors”) whereby the Company agreed to sell, and the Investors agreed to purchase, up to 104,125 shares of Class A common stock at a purchase price of $ 28.8 per share.

These Investors are unrelated parties to the Company.

The gross proceeds were approximately $ 3.0 million, before deducting offering expenses of approximately $ 0.3 million.

The net proceeds were approximately $ 2.7 million, of which approximately $ 1.2 million was received in 2022 and $ 1.2 million in 2023, for a total receipt of approximately $ 2.4 million.

After negotiations between Rapid Proceed Limited (“Rapid”), one of the Investors, and the Company regarding the fund’s release terms, an agreement was reached on November 2, 2023, stipulating that the outstanding $ 0.6 million would be paid by Rapid within six months following the Company’s initial public offering (“IPO”).

On March 13, 2024, considering the impact of market volatility and the long-term benefits of continued cooperation, Rapid requested and the Company agreed to extend the payment due date of the outstanding $ 0.6 million to September 30, 2024.

As of September 30, 2024, the outstanding balance of subscription payments had been collected.

On August 3, 2023, the Company closed its IPO of 78,125 shares of Class A common stock at a public offering price of $ 64.00 per share, for aggregate gross proceeds of $ 5.0 million before deducting underwriting discounts and other offering expenses, including the issuance to the underwriter of warrants to purchase 3,906 shares of common stock (the “Warrants”), with an exercise price of $ 80.00 per share.

The Company’s Class A common stock began trading on the Nasdaq Capital Market under the ticker symbol “CTNT” on August 1, 2023.

On January 24, 2024, the Company entered into a stock purchase agreement with Edward and Juguang Zhang, Edward’s sole stockholder (the “Seller”).

Pursuant to the Agreement, the Company agreed to acquire 100 % of the shares in Edward from the Seller (the “Acquisition”).

On February 2, 2024, the Company closed the Acquisition for a total purchase price that included a cash payment of $ 300,000 and the issuance of 79,521 shares of the Company’s unregistered Class A common stock, initially valued at $ 1,200,000 .

Subsequent valuation determined the fair value of these shares to be $ 9 million.

Please see Note 8 for further details.

On May 14, 2024, the Company entered into a placement agency agreement with AC Sunshine Securities LLC on a best efforts basis, relating to the Company’s public offering (the “May Offering”) of 825,625 shares of Class A common stock for a price of $ 9.92 per share, less certain placement agent fees.

On the same day, the Company entered into a securities purchase agreement with purchasers identified therein.

On May 15, 2024, the Company closed the May Offering pursuant to the prospectus included in its registration statement on Form S-1, as amended (File No.

333–276300), which was initially filed with the SEC on December 28, 2023, and declared effective by the SEC on April 26, 2024, and a registration statement on Form S-1 (File No.

333–279388) filed on May 13, 2024, pursuant to Rule 462(b) of the Securities Act of 1933, as amended.

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 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 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.

Pursuant to the placement agency agreement, the Company paid FT Global Capital, Inc.

a fee of 7.25 % of the aggregate purchase price for the shares of Class A common stock sold in the offering, and reimbursed FT Global Capital, Inc.

for its expenses up to $ 90,000 in the aggregate.

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.

Reverse Stock Split

At a special stockholders’ meeting held on September 30, 2024, the Company’s stockholders approved the Company’s Fourth Amended and Restated Articles of Incorporation to authorize a reverse stock split.

Subsequently, on October 7, 2024, the Company’s board of directors approved the Reverse Stock Split and filed its Fourth Amended and Restated Articles of Incorporation with the State of North Carolina pursuant to North Carolina Revised Statutes 55-8-21 on October 8, 2024.

The Reverse Stock Split took effect on October 21, 2024.

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 on Form 10-K has been retrospectively adjusted to reflect the Reverse Stock Split as if it had occurred as of the earliest period presented.

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

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 December 31, 2024, there were 2,672,011 shares of Class A common stock and 546,875 shares of Class B common stock issued and outstanding.

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

The Warrants are equity-classified as a result of being indexed to the Company’s Class A common stock and meeting certain equity classification criteria, and the instruments will not be remeasured in subsequent periods as long as the instruments continue to meet these accounting criteria.

The fair value of the Warrants was recorded to additional paid-in capital within stockholders’ equity.

Shares Issuable & terminated as of

Title of Warrant

Equity-classified warrants

August 2023 – underwriter warrants

Termination of Warrants

On March 4, 2024, the Company and Maxim Group LLC signed an agreement to terminate 3,906 outstanding warrants that had previously been granted to Maxim Group LLC.

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 December 31, 2024.

NOTE 16 — COMMITMENTS AND CONTINGENCIES

On February 23, 2023, the Company filed a complaint in the New York Supreme Court, New York County, against Stefanie A.

Rehfeld (the “Defendant”), alleging that she breached an independent contractor agreement with the Company by misappropriating a vehicle that she had acquired and was contractually obliged to deliver to the Company in exchange for a commission.

On April 25, 2023, the court granted the Company’s motion for summary judgment on its causes of action seeking specific performance and contractual indemnification.

The Company has successfully recovered the vehicle and received its title.

On August 7, 2024, the court conducted an inquest and awarded the Company $ 64,359.22 in fees and costs.

The final judgment was entered on January 14, 2025.

To enforce the judgment, the Company initiated post-judgment collection efforts.

On January 23, 2025, the Company served subpoenas and restraining notices on the Defendant’s bank and employers.

NOTE 17 — SUBSEQUENT EVENTS

On January 7, 2025 and January 29, 2025, the Company entered into two one-year unsecured short-term agreements with Asia Finance Investment Limited, with principal amounts of the loans $ 100,000 and $ 300,000 , respectively, bearing an annual interest rate of 12.0 % and set to mature in 12 months .

On March 3, 2025, the Company’s Board of Directors approved the discontinuation of the Company’s parallel-import vehicle business, including but not limited to the cessation of all activities related to such business, the exit from this business segment, disposal of inventory, and winding down of operations in compliance with applicable legal and regulatory requirements.

The Company’s management was authorized to take any commercially reasonable actions to attempt recovery, but no further operational resources shall be allocated to the pursuit of such debts unless deemed feasible by the Company’s officers.

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-K

Item 9A. Controls and Procedures