Form 8-K CHEETAH NET SUPPLY CHAIN For: Mar 25
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 March 25, 2026, Cheetah Net Supply Chain Service Inc., a Delaware corporation (the “Seller” or the “Company”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Bing Shao, a non-U.S. individual (the “Buyer”), and Edward Transit Express Group, Inc., a California corporation and a wholly owned subsidiary of the Seller (the “Subsidiary”).
The Subsidiary is engaged in the business of ocean package transportation and freight forwarding services, and as of the date of the Stock Purchase Agreement, the Seller owned 10,000 shares of common stock, par value $0.01 per share, of the Subsidiary, which constituted all of the issued and outstanding shares of common stock of the Subsidiary (the “Shares”).
Pursuant to the Stock Purchase Agreement, the Seller agreed to sell, assign, transfer, and deliver to the Buyer, and the Buyer agreed to purchase from the Seller, the Shares, free and clear of any liens other than transfer restrictions imposed by applicable securities laws, for an aggregate purchase price of $20,000 (the “Purchase Price”), payable by the Buyer to the Seller in cash at the closing. The closing of the transaction is expected to occur on a date within 20 calendar days after the execution of the Stock Purchase Agreement, as mutually agreed by the parties. The Company entered into the transaction to streamline its operations and reduce the potential adverse impact of the Subsidiary’s operations on the Company’s results of operations, and to enable the Company to focus on pursuing new strategic acquisition opportunities.
In connection with the Stock Purchase Agreement, the Seller is required to execute and deliver a support and restrictive covenant agreement, substantially in the form attached as Exhibit A to the Stock Purchase Agreement (the “Support and Restrictive Covenant Agreement”). Pursuant to the Support and Restrictive Covenant Agreement, the Seller agreed, among other things, not to directly or indirectly make, publish, or communicate any statement that disparages or defames or could reasonably be expected to impugn the personal or professional character, reputation, or integrity of the Buyer or any of its affiliates or subsidiaries, including the Subsidiary, or any of their representatives, customers, clients, suppliers, investors, or other associated third parties, or their businesses, business practices, prospects, products, or services. The Buyer agreed to a reciprocal non-disparagement obligation with respect to the Seller and its affiliates and their respective representatives, businesses, business practices, prospects, products, or services. The non-disparagement obligations do not apply to statements made in connection with a dispute pursuant to the Support and Restrictive Covenant Agreement or the Stock Purchase Agreement or to testimony required by legal proceedings. In addition, the Seller provided a general release of claims against the Subsidiary and its directors, officers, employees, agents, and affiliates relating to the Seller’s role as a shareholder of the Subsidiary arising prior to the closing, subject to certain exceptions.
The foregoing description of the Stock Purchase Agreement and the Support and Restrictive Covenant Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Exhibit | |
| 10.1 | Stock Purchase Agreement, dated as of March 25, 2026, by and among Cheetah Net Supply Chain Service Inc., Bing Shao, and Edward Transit Express Group, Inc. | |
| 10.2 | Support and Restrictive Covenant Agreement, dated as of March 25, 2026, by and among Cheetah Net Supply Chain Service Inc., Bing Shao, and Edward Transit Express Group, Inc. | |
| 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.
| Cheetah Net Supply Chain Service Inc. | ||
| Date: March 25, 2026 | By: | /s/ Huan Liu |
| Huan Liu | ||
|
Chief Executive Officer, Director, and Chairman of the Board of Directors (Principal Executive Officer) | ||
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION LABEL LINKBASE