What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-04 compared with 2025-05-05 · 206 added, 147 removed, 740 unchanged (32% of the section changed)

4 unchanged sentences

Cash and cash equivalents

Accounts receivable

Accounts receivable, net

Loan receivable

Other receivable

Other receivables

Prepaid expenses and other current assets

4 unchanged sentences

Operating lease right-of-use assets

Deferred tax assets, net

Intangibles, net

Other non-current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

11 unchanged sentences

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES

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

3,218,886 shares issued and outstanding, including*:

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

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

Additional paid-in capital

9 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

COST OF REVENUE

4 unchanged sentences

LOSS FROM OPERATIONS

( 1,741,297 )

( 1,550,697 )

OTHER INCOME (EXPENSES)

3 unchanged sentences

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

Income tax provision (benefits)

( 1,248,095 )

( 1,509,359 )

Income tax (benefits)

LOSS FROM CONTINUING OPERATIONS

( 1,266,437 )

( 1,016,370 )

LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX**

( 1,266,437 )

( 1,221,810 )

Loss from continuing operations per ordinary share - basic and diluted*

4 unchanged sentences

See also Note 15.

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

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

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

6 unchanged sentences

Share-based compensation expenses

Net loss from continuing operations for the year

Net loss from continuing operations for the period

Balance, March 31, 2025

( 5,434,520 )

Share-based compensation expenses

Net loss from continuing operations for the period

Balance, June 30, 2025

( 5,947,048 )

Common Stock*

1 unchanged sentence

Stockholders’

(Accumulated Deficit)

Balance, December 31, 2023

1 unchanged sentence

Issuance of common stock for acquisition

Net loss from continuing operations for the year

Net loss from discontinued operations for the year

Net loss from discontinued operations for the period

Net loss from continuing operations for the period

Balance, March 31, 2024

Issuance of follow-on public offering

Net loss from discontinued operations for the period

Net loss from continuing operations for the period

Balance, June 30, 2024

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

2 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

Cash flows from operating activities:

( 1,266,437 )

( 1,221,810 )

Loss from discontinued operations, net of tax

Loss from continuing operations

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

( 1,266,437 )

( 1,016,370 )

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

Amortization of operating lease right-of-use assets

2 unchanged sentences

Deferred income tax benefits

Accrued current income tax expense

Changes in operating assets and liabilities:

6 unchanged sentences

( 1,206,833 )

( 2,137,280 )

Cash provided by operating activities-discontinued operations

2 unchanged sentences

Acquisition of business, net of cash acquired

Purchase of property and equipment

Loans made to third parties

( 3,445,150 )

( 1,000,000 )

Loans repayment received from third parties

4 unchanged sentences

Cash flows from financing activities:

Proceeds from follow-on public offering, net

Cash paid for warrant termination

2 unchanged sentences

Borrowing from a related party

Cash provided by financing activities-continuing operations

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

Cash used in financing activities-discontinued operations

( 1,108,735 )

Net cash used in financing activities

( 1,177,894 )

Net cash (used in) provided by financing activities

Net (decrease) increase in cash

2 unchanged sentences

Cash, end of year

Less cash and cash equivalents of discontinued operations

Cash of continuing operations

2 unchanged sentences

Cash paid for interests

Noncash Financing and investing activities:

Fair value of common stock issued for acquisition

Reclassification- certain reclassifications have been made to the financial statements for the three months ended March 31, 2024, to conform to the presentation for the discontinued operations, with no effect on previously reported net income (loss).

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

12 unchanged sentences

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

The Company intends to dissolve Pacific during the second quarter of fiscal year 2025.

The Company dissolved Pacific on June 24, 2025.

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

1 unchanged sentence

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

The Company intends to dissolve Entour during the second quarter of fiscal year 2025.

● (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.

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

The Company intends to dissolve Logistics during the second quarter of fiscal year 2025.

The Company dissolved Logistics on June 24, 2025.

● (v) Edward Transit Express Group Inc.

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

The fair value of stock consideration was determined to be $ 900,000 .

(See Note 8).

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

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

28 unchanged sentences

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

The Company’s vehicle sales decreased from 303 units in 2023 to 14 units in 2024, resulting in a 95.7 % drop in revenue from $ 38.3 million in 2023 to $ 1.6 million in 2024.In addition, the financial strains on the Company’s customers made it increasingly difficult to collect outstanding receivables.

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

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

While the Company successfully recovered $ 4.0 million in 2024 and collected additional $ 2.5 million from the five aged accounts as of the date of the annual report for 2024, the remaining $ 1.6 million from two customers was determined to be uncollectible, as a result, the management recorded as a credit loss of $ 1.6 million for the year ended December 31, 2024.

2 unchanged sentences

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

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

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

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

16 unchanged sentences

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

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments as necessary for the fair statement of the Company’s financial position as of March 31, 2025 and 2024, and results of operations and cash flows for the three months ended March 31, 2025 and 2024.

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

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

2 unchanged sentences

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

Results for the three months ended March 31, 2025 are not necessarily indicative of the results expected for the full fiscal year or for any future period.

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

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

1 unchanged sentence

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

For the three months ended March 31, 2025, the Company reported a net operating loss of approximately $0.7 million.

For the six months ended June 30, 2025, the Company reported a net operating loss of approximately $ 1.3 million.

Net cash provided by operating activities was approximately $ 1.3 million, with an approximately $ 2.5 million of positive cash flows from discontinued operations, partially offset by $ 1.2 million cash used in operating activities-continuing operations due to the ongoing transition to the logistics and warehousing business.

1 unchanged sentence

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

As of March 31, 2025, the Company had cash and cash equivalents of approximately $ 0.3 million and a working capital balance of $ 9.3 million, including a loan receivable of $ 9.1 million due from third parties within a year.

As of June 30, 2025, the Company had cash and cash equivalents of approximately $ 0.2 million and a working capital balance of $ 8.9 million, including a loan receivable of $ 8.7 million due from third parties within a year.

Management has evaluated the Company’s ability to continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements – Going Concern.

1 unchanged sentence

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

Accordingly, the Company’s unaudited condensed consolidated financial statements as of March 31, 2025 have been prepared on a going concern basis.

Accordingly, the Company’s unaudited condensed consolidated financial statements as of June 30, 2025 have been prepared on a going concern basis.

Use of estimates

2 unchanged sentences

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

Significant estimates required to be made by management include, but are not limited to, allowance credit losses of accounts receivables, the revenue recognition, impairment of long-lived assets, and the realization of deferred tax assets.

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

Actual results could differ from those estimates.

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

Risks and uncertainties

11 unchanged sentences

● Recent changes in the U.S.

and international trade policies and tariffs on imports and exports, particularly the trade tensions between China and the U.S., have been intensified and may become worse in the future, resulting in the imposition of more tariffs or other trade restrictions, and may adversely impact our business and operating results.

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

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

The Company’s 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 March 31, 2025 and December 31, 2024, all cash and cash equivalents were related to continuing operations.

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

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

June 30, 2025

December 31, 2024

Cash held in Current Accounts

9 unchanged sentences

As a result of the Company’s decision to discontinue the parallel-import vehicles business, the entire accounts receivable balance of $ 2,540,501 as of December 31, 2024, was reclassified to “Current Assets of Discontinued Operations” in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations.

During the three months ended March 31, 2025 and 2024, no allowance for credit losses on accounts receivable from continuing operations was recorded.

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

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

6 unchanged sentences

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

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

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

Property, plant, and equipment, net

18 unchanged sentences

The estimated useful lives of intangible assets with finite lives are reassessed if circumstances occur that indicate the original estimated useful lives have changed.

The Company did no t recognize any impairment to intangible assets for the three months ended March 31, 2025 and 2024.

The Company did no t recognize any impairment to intangible assets for the six months ended June 30, 2025 and 2024.

Fair value of financial instruments

6 unchanged sentences

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

Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, loans receivable, loans payable, and other payables and other current liabilities, approximated the fair value of the respective assets and liabilities as of March 31, 2025 and December 31, 2024 based upon the short-term nature of the assets and liabilities.

Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, loans receivable, loans payable, and other payables and other current liabilities, approximated the fair value of the respective assets and liabilities as of June 30, 2025 and December 31, 2024 based upon the short-term nature of the assets and liabilities.

The Company applied level 3 to obtain the fair value of intangible assets and goodwill.

See NOTE 8 — Intangible Asset and Goodwill.

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

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

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

6 unchanged sentences

All ROU assets are reviewed for impairment annually.

There was no impairment for ROU lease assets for the three months ended March 31, 2025 and 2024.

Additionally, the Company elected a short-term lease exception policy, which allows entities to not apply the new standard to short-term leases (i.e., leases with terms of 12 months or less) and a hindsight policy, which allows an entity to include current considerations for existing leases when determining initial lease terms.

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

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

15 unchanged sentences

The Company estimates fair value using the expected future cash flows discounted at a rate consistent with the risks associated with the recovery of the asset.

For the three months ended March 31, 2025 and 2024, the Company did not record any impairment.

For the six months ended June 30, 2025 and 2024, the Company did not record any impairment.

Revenue recognition

18 unchanged sentences

Historically, no customer returns have occurred.

Therefore, the Company did not provide any sales return allowances for the three months ended March 31, 2024.

Therefore, the Company did not provide any sales return allowances for the six months ended June 30, 2025.

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

11 unchanged sentences

The Company disaggregates its revenue by geographic areas, as the Company believes it best depicts how the nature, amount, timing, and uncertainty of the revenue and cash flows are affected by economic factors.

For the Three Months Ended

Three Months Ended

Six Months Ended

domestic market

1 unchanged sentence

Total revenue

For the three months ended March 31, 2025, total revenue from continuing operations was $ 479,799 , an increase from $ 76,834 for the same period in 2024.

For the three months ended June 30, 2025, the Company’s total revenue from continuing operations was $ 354,126 , increased by $ 260,563 from $ 93,563 for the same period in 2024.

For the six months ended June 30, 2025, total revenue from continuing operations was $ 833,925 , an increase of $ 663,528 from $ 170,397 for the same period in 2024.

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

6 unchanged sentences

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

For the three months ended March 31, 2025 and 2024, general and administration expenses for the continuing operations were $ 1,000,519 and $ 767,642 , respectively.

For the three and six months ended June 30, 2025, general and administration expenses for the continuing operations were $ 805,305 and $ 1,805,824 , respectively.

For the three and six months ended June 30, 2024, general and administration expenses for the continuing operations were $ 865,354 and $ 1,632,996 , respectively.

Share-based Compensation

8 unchanged sentences

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

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

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

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 March 31, 2025 and December 31, 2024.

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

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.

3 unchanged sentences

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

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

tax authorities.

5 unchanged sentences

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 three months ended March 31, 2025 and 2024, there were no dilutive shares outstanding, as presented in the tables below:

March 31, 2025

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

June 30, 2025

Per share amount

1 unchanged sentence

Loss from continuing operations per ordinary share

( 1,266,437 )

Loss from discontinued operations per ordinary share

Loss from operations per ordinary share

March 31, 2024

( 1,266,437 )

June 30, 2024

Income (loss)

2 unchanged sentences

Loss from continuing operations per ordinary share

( 1,016,370 )

Loss from discontinued operations per ordinary share

Loss from operations per ordinary share

( 1,221,810 )

Related parties and transactions

9 unchanged sentences

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

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

Following the discontinuation of the parallel-import vehicles business, during the six months ended June 30, 2025, the Company reported a single reportable segment 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 adopted ASU 2023-07 beginning January 1, 2025.

The adoption did not have a material impact on its consolidated financial statements.

Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

2 unchanged sentences

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

The adoption did not have a material impact on its consolidated financial statements.

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

NOTE 3 — LOAN RECEIVABLE

Loan receivable consisted of the following:

June 30, 2025

December 31, 2024

Short-term loan receivables

2 unchanged sentences

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.

As of the date of this quarterly report, the principal of $ 1,000,000 for the loan issued on June 20, 2024, and partial interests of $ 44,000 has been fully collected.

Management is actively monitoring the status of the remaining interest collection and expects the remaining interest to be fully repaid by mid-August 2025.

In addition, management has communicated with the borrower regarding the repayment of the principal of $ 1,500,000 for the loan issued on July 23, 2024, with relevant interests, and expects to get fully repaid by end of August 2025.

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 .

12 unchanged sentences

On January 29, 2025, the Company extended an additional unsecured short-term loan of $ 300,000 to Asia Finance Investment Limited under the same terms.

On March 5, 2025, the Company received an early repayment of $ 49,000 for the loan scheduled to mature on June 20, 2025.

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

4 unchanged sentences

On March 19, 2025, the Company extended an additional unsecured short-term loan of $ 900,000 to Asia Finance Investment Limited under the same terms.

During the three months ended March 31, 2025 and 2024, the Company recorded interest income of $ 202,668 and $ 22,333 from short-term loan receivables, respectively.

On June 13, 2025, the Company entered into a one - year unsecured short - term loan agreement with Asia Finance Investment Limited for a principal amount of $ 169,750 .

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

On June 26, 2025, the Company entered into a one - year unsecured short - term loan agreement with Asia Finance Investment Limited for a principal amount of $ 200,000 .

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

Interest income for the three and six months ended June 30, 2025, was $ 272,228 and $ 474,896 , respectively.

These amounts were accrued and recognized as interest receivable.

For the three and six months ended June 30, 2024, the Company recorded interest income of $ 21,250 and $ 44,876 from short-term loan receivables, respectively.

NOTE 4 — OTHER RECEIVABLES

Other receivables consisted of the following:

March 31, 2025

June 30, 2025

December 31, 2024

4 unchanged sentences

NOTE 5 — DISCONTINUED OPERATIONS

1) Loss from discontinued operations for the three months ended March 31, 2024 was as follows :

For the Three Months

Ended March 31,

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

For the Three Months Ended

For the Six Months Ended

Cost of Revenue

11 unchanged sentences

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

As a result, all financial results associated with this business have been reclassified as discontinued operations in the accompanying consolidated financial statements for the three months ended March 31, 2024.

For the three months ended March 31, 2024, revenue from discontinued operations was $ 1.4 million.

For the three and six months ended June 30, 2024, revenue from discontinued operations was $ 200,297 and $ 1,631,248 , respectively.

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

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

Total selling expenses of discontinued operations was $ 78,840 for three months ended March 31, 2024.

Total selling expenses of discontinued operations were $ 19,422 and $ 98,262 for the three and six months ended June 30, 2024, respectively.

General and administrative expenses related to discontinued operations were operational expenses associated with sourcing, purchasing, and shipping vehicles, leading to improved financial performance in future periods.

Interest expenses of discontinued operations were $ 54,459 for the three months ended March 31, 2024, which 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 March 31, 2025.

Interest expenses of discontinued operations were $ 27,899 and $ 82,358 for the three and six months ended June 30, 2024, respectively, which were related to loan of inventory financing, loan of letter of credit (“LC”) financing, loan of dealer financing and revolving credit line of financing, all of which are classified under Current liabilities of discontinued operations.

Further details on these financing arrangements are provided in “3) Current liabilities of discontinued operations.” The loans related were all paid off as of June 30, 2025.

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

38 unchanged sentences

3) Cash Flows from discontinued operations

For the Three Months Ended

Cash flows from operating activities:

Net (loss) income

(Loss) income from discontinued operations, net of tax

(Loss) from continuing operations

Cash used in operations-continuing operations

( 1,470,341 )

For the Six Months Ended

Cash flows from discontinued operating activities:

Loss from discontinued operations, net of tax

Cash provided by operations-discontinued operations

Net Cash provided by operating activities

Cash flows from investing activities:

Cash used in investing activities-continuing operations

( 3,026,400 )

Net Cash used in investing activities

( 3,026,400 )

Cash flows from financing activities:

Cash used by financing activities-continuing operations

Net cash provided by discontinued operating activities

Cash flows from discontinued financing activities:

Cash used in financing activities-discontinued operations

( 1,108,735 )

Net Cash used in financing activities

Net cash used in discontinued financing activities

( 1,108,735 )

2 unchanged sentences

Estimated Useful Life

March 31, 2025

June 30, 2025

December 31, 2024

3 unchanged sentences

Property, plant, and equipment, net

During the three months ended March 31, 2025 and 2024, the Company recorded deprecation of $ 9,882 and $ 2,171 , respectively.

There was no impairment loss during the three months ended March 31, 2025 and 2024.

During the six months ended June 30, 2025 and 2024, the Company recorded deprecation of $ 19,764 and $ 7,636 , respectively.

There was no impairment loss during the six months ended June 30, 2025 and 2024.

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

24 unchanged sentences

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

The components of lease expenses for the three months ended March 31, 2025 and 2024 were as follows:

The components of lease expenses for the six months ended June 30, 2025 and 2024 were as follows:

For the Three Months Ended

For the Six Months Ended

Lease expenses

2 unchanged sentences

Total lease expenses

During the three months ended March 31, 2025 and 2024, the Company incurred total operating lease expenses of $ 177,763 and $ 48,606 , respectively.

The total lease expenses were $ 208,129 and $ 55,517 for the three months ended March 31, 2025 and 2024, respectively.

March 31, 2025

March 31, 2024

During the three and six months ended June 30, 2025, the Company incurred total operating lease expenses of $ 177,763 and $ 355,526 , respectively.

The total lease expenses were $ 208,129 and $ 416,258 for the three and six months ended June 30, 2025, respectively.

During the three and six months ended June 30, 2024, the Company incurred total operating lease expenses of $ 71,097 and $ 119,703 , respectively.

The total lease expenses were $ 112,035 and $ 167,552 for the three and six months ended June 30, 2024, respectively.

June 30, 2025

December 31, 2024

Right-of-use assets

2 unchanged sentences

Total operating lease liabilities

The weighted average remaining lease terms and discount rates for all operating leases were as follows for the three months ended March 31, 2025 and 2024:

March 31, 2025

March 31, 2024

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

June 30, 2025

June 30, 2024

Remaining lease term and discount rate:

2 unchanged sentences

* The Company used weighted average incremental borrowing rate of 4.9 % per annum for its lease contracts based on the Company’s current borrowings from various financial institutions.

As of March 31, 2025, future maturities of lease liabilities were as follows:

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

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

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

Total lease payments

14 unchanged sentences

As of December 31, 2024

As of March 31, 2024

As of June 30, 2024

Finalized value

38 unchanged sentences

TWEW-Customer Relationships

During the three months ended March 31, 2025 and 2024, the Company incurred accumulated amortization expenses of $ 28,071 and $ 8,714 , respectively.

During the six months ended June 30, 2025 and 2024, the Company incurred accumulated amortization expenses of $ 56,144 and $ 21,786 , respectively.

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

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

No impairment loss was made to the carrying amounts of the intangible assets for the three months ended March 31, 2025 and 2024.

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

No impairment loss was made to the carrying amounts of the intangible assets for the six months ended June 30, 2025 and 2024.

NOTE 9 — PREMIUM FINANCE

2 unchanged sentences

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

The loan was paid off on June 2, 2025.

Premium finance consisted of the following:

Premium finance

Interest expenses incurred related to the Premium Finance Agreement were $ 2,142 and $ 996 for the three months ended March 31, 2025 and 2024, respectively.

Interest expenses incurred related to the Premium Finance Agreement were $ 3,004 and $ 996 for the six months ended June 30, 2025 and 2024, respectively.

NOTE 10 — LONG-TERM BORROWINGS

15 unchanged sentences

Beginning from March 2022, 24 months from the date of the original loan agreement, the Company is required to make a new monthly installment payment of $ 2,485 within the remaining term of loan, with the last installment to be paid in May 2050.

The future maturities of the SBA loan as of March 31, 2025 were as follows:

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

Future repayment

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

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

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

5 unchanged sentences

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

The future maturities of the loan from Thread Capital as of March 31, 2025 were as follows:

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

Future repayment

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

For the above-mentioned long-term borrowings, the Company recorded interest expenses of $ 9,279 and $ 8,305 for the three months ended March 31, 2025 and 2024, respectively.

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

For the above-mentioned long-term borrowings, the Company recorded interest expenses of $ 13,406 and $ 15,563 for the six months ended June 30, 2025 and 2024, respectively.

NOTE 11 — STOCK BASED COMPENSATION

6 unchanged sentences

The Award vested immediately upon grant.

Nonvested shares

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

Non-vested shares

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

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 three months ended March 31, 2025 is as follows:

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

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

Average Grant

2 unchanged sentences

Outstanding as of December 31, 2024

Outstanding as of March 31, 2025

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 $ 16,185 for the three months ended March 31, 2025.

As of March 31, 2025, total unrecognized compensation cost relating to nonvested shares was $ 227,093 , which is to be recognized over a weighted average period of three years .

Outstanding as of June 30, 2025

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

Accordingly, the Company recorded share-based compensation expenses of $ 10,444 and $ 26,629 for the three and six months ended June 30, 2025, respectively.

As of June 30, 2025, total unrecognized compensation cost relating to non-vested shares was $ 183,337 , which is to be recognized over a weighted average period of three years .

NOTE 12 — INCOME TAXES

2 unchanged sentences

Loss before Income tax expense (benefit)

For the Three Months Ended

For the Six Months Ended

Loss from continuing operations before income taxes

( 1,248,095 )

( 1,509,359 )

The components of the income tax provision were as follows:

For the Three Months Ended

For the Six Months Ended

Total current income tax provision

Total deferred income tax expenses (benefits)

Total income tax expense (benefits)

Total income tax benefits

The consolidated statement of operations reflects income tax expense of approximately $ 18,342 for the six months ended June 30, 2025, which includes the current quarter provision of $ 5,200 , and approximately $ 13,142 of tax payments related to prior periods and acquisition-related tax filings upon the filing of 2024 tax returns in April 2025.

These additional amounts primarily consist of:

(i) $ 2,155 of tax obligations owed by Cheetah for the 2024 tax year, (ii) $ 1,101 of pre-acquisition tax obligations of Edward, and (iii) $ 9,886 of pre-acquisition tax obligations of TWEW.

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

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

For the Three Months Ended

For the Six Months Ended

Federal income tax at the statutory rate

20 unchanged sentences

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

As of March 31, 2025 and December 31, 2024, the Company recorded a valuation allowance of $ 1,293,194 and $ 1,159,129 against deferred tax assets, respectively, 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 March 31, 2025 and 2024.

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

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

5 unchanged sentences

Political and economic risk

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.

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

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

domestic market.

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

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

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

5 unchanged sentences

The Company has been monitoring trade policy developments closely.

As of March 31, 2025 and December 31, 2024, all of the Company’s cash was on deposit at financial institutions in the U.S., which are insured by the Federal Deposit Insurance Corporation subject to certain limitations.

As of June 30, 2025 and 2024, all of the Company’s cash was on deposit at financial institutions in the U.S., which are insured by the Federal Deposit Insurance Corporation subject to certain limitations.

The Company has not experienced any losses in such accounts.

1 unchanged sentence

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

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

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

NOTE 14 — STOCKHOLDERS’ EQUITY

27 unchanged sentences

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

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

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

On 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.

12 unchanged sentences

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

As of March 31, 2025 and 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, respectively.

As of June 30, 2025 and 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, respectively.

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

1 unchanged sentence

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

Shares Issuable &

terminated as of

terminated as

Title of Warrant

4 unchanged sentences

On March 27, 2024, the Company completed the payment of termination fees totaling $ 78,125 , which was recorded as an offset to additional paid in capital within stockholders’ equity.

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

NOTE 15 — 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 a restraining notice on the Defendant’s bank, and information subpoenas on her former employers to help with the Company’s post judgment collection efforts.

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

NOTE 15 — SEGMENT REPORTING

The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CEO”), who reviews financial information of operating segments based on U.S.

GAAP amounts when making decisions about allocating resources and assessing performance of the Company.

The Company determined that it operated in one operating segment of logistics and labor services.

The Company primarily operates in the U.S.

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

Three Months Ended

Six Months Ended

Cost of revenues

Share-based compensation expenses

Lease expense

Depreciation and amortization expenses

Interest expenses

Income tax expenses (credit)

Other segment items*

Segment net loss

( 1,266,437 )

( 1,016,370 )

Consolidated loss

( 1,266,437 )

( 1,016,370 )

Consolidated total assets

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

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

Three Months Ended

Six Months Ended

Cost of revenues

Interest expenses

Other segment items*

Segment net loss

Consolidated loss

Consolidated total assets

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements