United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 1.01 Entry into a Material Definitive Agreement.
On January 24, 2024, Cheetah Net Supply Chain Service Inc., a North Carolina corporation (the “Corporation”), entered into a stock purchase agreement (the “Agreement”) with Edward Transit Express Group Inc., a California corporation (“Edward”), and Juguang Zhang, Edward’s sole stockholder (the “Seller”). Pursuant to the Agreement, the Corporation agreed to acquire 100% of the equity interests in Edward from the Seller (the “Acquisition”). The consideration for the Acquisition includes a cash payment of $300,000 and the issuance of Corporation’s Class A common stock, valued at $1,200,000 (the “Shares”), with the per Share price determined at 80% of the average closing price over the last ten business days prior to the Closing Date (as defined in the Agreement). The cash payment and the Shares will be paid and issued to the Seller on or prior to the Closing Date. The Shares are offered in a private transaction and are not registered under the Securities Act of 1933 (the “Act”), relying on the exemption provided by Regulation S under the Act, which pertains to offerings made outside the United States. Upon the closing of the Acquisition, Edward will become a wholly-owned subsidiary of the Corporation. The Agreement contains customary covenants, customary closing conditions, and other obligations and rights of the parties.
On January 29, 2024, the Corporation entered into an amendment (the “Amendment”) of the Agreement with Edward and the Seller, modifying the per share price of the Share Consideration from the average closing price over the last ten business days prior to the Closing Date to the average closing price over the last ten business days prior to the execution date of the Agreement.
The foregoing description of the Agreement and Amendment do not purport to be complete and is qualified in its entirety be reference to the full text of the Agreement and the Amendment, which are filed herewith as Exhibit 10.1 and 10.2 and are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
Item 8.01 Other Events.
On January 30, 2024, the Company issued a press release to announce the entry into the Agreement and the Amendement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Exhibit | |
| 10.1 | Stock Purchase Agreement dated January 24, 2024 by and among the Company, Edward, and the Seller | |
| 10.2 | Amendment No.1 to Stock Purchase Agreement dated January 29, 2024 by and among the Company, Edward, and the Seller | |
| 99.1 | Press Release dated January 30, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 30, 2024
| Cheetah Net Supply Chain Service Inc. | ||
| By: | /s/ Huan Liu | |
| Huan Liu | ||
| Chief Executive Officer, Director, and Chairman of the Board of Directors | ||