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 November 27, 2024, Cheetah Net Supply Chain Service Inc., a North Carolina corporation (the “Corporation”), entered into a stock purchase agreement (the “Agreement”) with (i) TW & EW Services Inc, a California corporation (the “Target”), (ii) Jiancheng Li, a Chinese individual, (iii) Weishu Guo, a Chinese individual, and (iv) Jianhui Li, a Chinese individual (Jiancheng Li, Weishu Guo, and Jianhui Li are collectively referred to as the “Sellers”).
Pursuant to the Agreement, the Corporation agreed to acquire 100% of the equity interests in the Target from the Sellers (the “Acquisition”). The consideration for the Acquisition includes a cash payment of $200,000 and the issuance of the Corporation’s Class A common stock valued at $800,000 (the “Shares”), with a per-share price at $1.704. The cash consideration will be paid to the Sellers on or before December 4, 2024; the Shares will be issued to the Sellers on or before December 20, 2024. 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, the Target will become a wholly-owned subsidiary of the Corporation. The Agreement contains customary covenants, closing conditions, and other obligations and rights of the parties.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith as Exhibit 10.1 and is 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 December 2, 2024, the Company issued a press release to announce the entry into the Agreement. 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 | Agreement dated November 27, 2024 by and among the Company, the Target, and the Sellers | |
| 99.1 | Press Release dated December 2, 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: December 3, 2024
| Cheetah Net Supply Chain Service Inc. | ||
| By: | /s/ Huan Liu | |
| Huan Liu | ||
| Chief Executive Officer, Director, and Chairman of the Board of Directors | ||