KMI Form 4: EVP Dax Sanders nets 66k shares after RSU vesting

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[10-Q] Cheetah Net Supply Chain Service Inc. Quarterly Earnings Report

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[10-Q] Cheetah Net Supply Chain Service Inc. Quarterly Earnings Report

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[10-Q] Cheetah Net Supply Chain Service Inc. Quarterly Earnings Report

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Securities Analyst neutral

Corporate Governance Expert neutral

FAQ

Q: What insider activity did Kinder Morgan (KMI) disclose on the latest Form 4?

Q: Was an open-market purchase or sale involved in the KMI Form 4 filing?

Q: What price was used for the tax-withheld shares?

Q: Does the Form 4 signal a bullish or bearish insider view on KMI?

What insider activity did Kinder Morgan (KMI) disclose on the latest Form 4?

How many Kinder Morgan shares does Dax Sanders now directly own?

Was an open-market purchase or sale involved in the KMI Form 4 filing?

What price was used for the tax-withheld shares?

Does the Form 4 signal a bullish or bearish insider view on KMI?

What insider activity did Kinder Morgan (KMI) disclose on the latest Form 4?

How many Kinder Morgan shares does Dax Sanders now directly own?

Was an open-market purchase or sale involved in the KMI Form 4 filing?

What price was used for the tax-withheld shares?

Does the Form 4 signal a bullish or bearish insider view on KMI?

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What insider activity did Kinder Morgan (KMI) disclose on the latest Form 4?

How many Kinder Morgan shares does Dax Sanders now directly own?

Was an open-market purchase or sale involved in the KMI Form 4 filing?

What price was used for the tax-withheld shares?

Does the Form 4 signal a bullish or bearish insider view on KMI?

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EVP Dax Sanders converted 108,319 RSUs into common shares and had 42,261 shares withheld for taxes.

No. The transactions were automatic settlement of RSUs and share withholding for taxes, not discretionary market trades.

The issuer valued the withheld shares at the $28.06 closing price on 31 Jul 2025.

The filing is neutral ; it reflects scheduled equity-compensation vesting, not an opinion-based buy or sell.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

Form 4 鈥� Kinder Morgan, Inc. (KMI)

Executive Vice President Dax Sanders reported two same-day transactions on 31 Jul 2025:

Code 鈥淢鈥�: 108,319 restricted stock units automatically converted into Class P common shares at $0 exercise cost, lifting his direct holdings to 364,388 shares.
Code 鈥淔鈥�: 42,261 of those shares were immediately withheld by the issuer to satisfy tax obligations at the closing price of $28.06, reducing his direct holdings to 322,127 shares.

No open-market purchase or sale occurred and no derivative positions remain outstanding post-settlement. The net result is an incremental ownership increase of 66,058 shares, reflecting routine equity-compensation vesting rather than a discretionary insider buy or sell decision. Material impact on KMI鈥檚 share supply or insider-sentiment interpretation is therefore limited.

TL;DR: Routine RSU vesting; neutral signal for investors.

The filing shows automatic conversion of previously granted RSUs and tax withholding, typical for executive compensation cycles. Because no open-market trade was made, the action provides little insight into management鈥檚 valuation view. The net share increase (鈮�66 k) is immaterial versus KMI鈥檚 2.2 bn shares outstanding, so supply-dilution risk is negligible. Overall impact on valuation or sentiment is neutral.

TL;DR: Demonstrates ongoing equity alignment but not a strategic move.

The executive retains over 322 k shares post-transaction, keeping meaningful skin in the game and aligning interests with shareholders. However, because the conversion was scheduled and mandated by the compensation plan, it does not signal confidence or concern. Governance implications remain unchanged.

08/04/2025 - 05:06 PM

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41761

Cheetah Net Supply Chain Service Inc.

(Exact name of registrant as specified in its charter)


North Carolina		81-3509120
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8707 Research Drive

Irvine, California 92618

(Address of principal executive offices) (Zip Code)

(949) 418-7804

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	CTNT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 1, 2025, there were 2,672,011 shares of Class A common stock, par value $0.0001 per share, outstanding.

Table of Contents

Cheetah Net Supply Chain Service Inc.

Form 10-Q

For the Quarterly Period Ended June 30, 2025

Contents

Part I	Financial Information	2

Item 1	Financial Statements	2

	Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024	2

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)	3

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)	4

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (Unaudited)	5

	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33

Item 3	Quantitative and Qualitative Disclosures about Market Risk	45

Item 4	Controls and Procedures	45

Part II	Other Information	46

Item 1	Legal Proceedings	46

Item 1A	Risk Factors	46

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	46

Item 3	Defaults Upon Senior Securities	47

Item 4	Mine Safety Disclosures	47

Item 5	Other Information	47

Item 6	Exhibits	48

Signatures		49

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CHEETAH NET SUPPLY CHAIN SERVICE INC.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CHEETAH NET SUPPLY CHAIN SERVICE INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30,		December 31,
	2025		2024*
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	185,186	$	1,650,962
Accounts receivable, net		19,650		47,976
Loan receivable		8,749,445		6,088,295
Other receivables		843,579		370,696
Prepaid expenses and other current assets		118,929		338,642
Current assets of discontinued operations		—		2,540,501
TOTAL CURRENT ASSETS		9,916,789		11,037,072
NONCURRENT ASSETS:
Property, plant, and equipment, net		378,631		398,395
Operating lease right-of-use assets		1,548,646		1,836,521
Intangibles, net		1,006,928		1,063,072
Goodwill		1,044,394		1,044,394
TOTAL ASSETS	$	13,895,388	$	15,379,454

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	1,283	$	18,992
Current portion of long-term debt		36,412		34,577
Loan payable from premium finance		—		120,461
Tax payable		5,200		—
Operating lease liabilities, current		612,719		438,351
Accrued liabilities and other current liabilities		321,186		217,980
Current liabilities of discontinued operations		—		52,900
TOTAL CURRENT LIABILITIES		976,800		883,261
NONCURRENT LIABILITIES:
Long-term debt, net of current portion		590,352		610,020
Operating lease liabilities, net of current portion		950,372		1,268,501
TOTAL LIABILITIES	$	2,517,524	$	2,761,782

COMMITMENTS AND CONTINGENCIES		—		—

STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 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		267		267
Class B common stock, $0.0001 par value, 108,250,000 shares authorized, 546,875 shares issued and outstanding		55		55
Additional paid-in capital		17,324,590		17,297,961
Accumulated deficit		(5,947,048)		(4,680,611)
TOTAL STOCKHOLDERS’ EQUITY		11,377,864		12,617,672

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	13,895,388	$	15,379,454

*	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.

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

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CHEETAH NET SUPPLY CHAIN SERVICE INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2025		2024**		2025		2024**
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
REVENUE	$	354,126	$	93,563	$	833,925	$	170,397

COST OF REVENUE		319,226		45,598		742,769		88,098

GROSS PROFIT		34,900		47,965		91,156		82,299

OPERATING EXPENSES
General and administrative expenses		805,305		865,354		1,805,824		1,632,996
Share-based compensation expenses		10,444		—		26,629		—
TOTAL OPERATING EXPENSES		815,749		865,354		1,832,453		1,632,996

LOSS FROM OPERATIONS		(780,849)		(817,389)		(1,741,297)		(1,550,697)

OTHER INCOME (EXPENSES)
Interest income		272,228		28,241		480,318		57,171
Interest expenses		(8,060)		(8,302)		(16,872)		(16,607)
Other income		17,140		153		29,756		774
OTHER INCOME, NET		281,308		20,092		493,202		41,338

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(499,541)		(797,297)		(1,248,095)		(1,509,359)

Income tax (benefits)		12,987		(247,275)		18,342		(492,989)

LOSS FROM CONTINUING OPERATIONS		(512,528)		(550,022)		(1,266,437)		(1,016,370)

LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX**		—		(62,858)		—		(205,440)

NET LOSS	$	(512,528)	$	(612,880)	$	(1,266,437)	$	(1,221,810)

Loss from continuing operations per ordinary share - basic and diluted*	$	(0.16)	$	(0.34)	$	(0.39)	$	(0.73)
Loss from discontinued operations per ordinary share - basic and diluted*	$	0.00	$	(0.04)	$	0.00	$	(0.15)
Loss per share - basic and diluted*	$	(0.16)	$	(0.38)	$	(0.39)	$	(0.88)
Weighted average shares - basic and diluted*		3,218,886		1,625,692		3,218,886		1,398,500

*Retrospectively adjusted for the Reverse Stock Split. See also Note 15.

**	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). See Note 5.

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

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CHEETAH NET SUPPLY CHAIN SERVICE INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY


	Common Stock*
	Class A			Class B			Additional						Total
	Common			Common			paid-in		Subscription		Accumulated		Stockholders’
	stock	Amount		stock	Amount		capital		Receivable		Deficit		Equity
Balance, December 31, 2024	2,672,011	$	267	546,875	$	55	$	17,297,961	$	—	$	(4,680,611)	$	12,617,672

Share-based compensation expenses	—		—	—		—		16,185		—		—		16,185
Net loss from continuing operations for the period	—		—	—		—		—		—		(753,909)		(753,909)

Balance, March 31, 2025	2,672,011	$	267	546,875	$	55	$	17,314,146	$	—	$	(5,434,520)	$	11,879,948

Share-based compensation expenses	—		—	—		—		10,444		—		—		10,444
Net loss from continuing operations for the period	—		—	—		—		—		—		(512,528)		(512,528)

Balance, June 30, 2025	2,672,011	$	267	546,875	$	55	$	17,324,590	$	—	$	(5,947,048)	$	11,377,864


	Common Stock*
	Class A			Class B			Additional				Retained Earnings		Total
	Common			Common			paid-in		Subscription		(Accumulated		Stockholders’
	stock	Amount		stock	Amount		capital		Receivable		Deficit)		Equity
Balance, December 31, 2023	604,125	$	60	515,625	$	52	$	6,996,275	$	(600,000)	$	508,241	$	6,904,628

Termination of equity-classified warrant	—		—	—		—		(78,125)		—		—		(78,125)
Issuance of common stock for acquisition	79,521		8	—		—		899,992		—		—		900,000
Net loss from discontinued operations for the period	—		—	—		—		—		—		(142,582)		(142,582)
Net loss from continuing operations for the period	—		—	—		—		—		—		(466,348)		(466,348)

Balance, March 31, 2024	683,646	$	68	515,625	$	52	$	7,818,142	$	(600,000)	$	(100,689)	$	7,117,573

Issuance of follow-on public offering	825,625		83	—		—		7,309,037		—		—		7,309,120
Net loss from discontinued operations for the period	—		—	—		—		—		—		(62,858)		(62,858)
Net loss from continuing operations for the period	—		—	—		—		—		—		(550,022)		(550,022)

Balance, June 30, 2024	1,509,271	$	151	515,625	$	52	$	15,127,179	$	(600,000)	$	(713,569)	$	13,813,813

*	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 unaudited condensed consolidated financial statements.

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CHEETAH NET SUPPLY CHAIN SERVICE INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Six Months Ended
	June 30,
	2025		2024

	(Unaudited)
Cash flows from operating activities:
Net Loss	$	(1,266,437)	$	(1,221,810)
Less: Loss from discontinued operations, net of tax		—		(205,440)
Loss from continuing operations		(1,266,437)		(1,016,370)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		19,764		7,636
Amortization of operating lease right-of-use assets		161,875		77,801
Amortization of intangible assets		56,144		21,786
Share-based compensation expenses		26,629		—
Deferred income tax benefits		—		(497,875)
Accrued current income tax expense		—		(8,776)
Changes in operating assets and liabilities:
Accounts receivable		28,326		19,077
Other receivables		(472,883)		(697,660)
Prepaid expenses and other current assets		219,713		30,139
Other payables and other current liabilities		37,797		(30,474)
Operating lease liabilities		(17,761)		(42,564)
Cash used in operating activities-continuing operations		(1,206,833)		(2,137,280)
Cash provided by operating activities-discontinued operations		2,540,501		2,965,260
Net cash provided by operating activities		1,333,668		827,980

Cash flows from investing activities:
Acquisition of business, net of cash acquired		—		(220,117)
Purchase of property and equipment		—		(365,000)
Loans made to third parties		(3,445,150)		(1,000,000)
Loans repayment received from third parties		784,000		672,500
Cash used in investing activities-continuing operations		(2,661,150)		(912,617)
Net cash used in investing activities		(2,661,150)		(912,617)

Cash flows from financing activities:
Proceeds from follow-on public offering, net		—		7,309,120
Cash paid for warrant termination		—		(78,125)
Repayments of premium finance		(120,461)		(148,621)
Repayments of long-term borrowings		(17,833)		(15,676)
Borrowing from a related party		—		(13,423)
Cash (used in) provided by financing activities-continuing operations		(138,294)		7,053,275
Cash used in financing activities-discontinued operations		—		(1,108,735)
Net cash (used in) provided by financing activities		(138,294)		5,944,540

Net (decrease) increase in cash		(1,465,776)		5,859,903
Cash, beginning of year		1,650,962		432,998
Cash, end of year		185,186		6,292,901
Less cash and cash equivalents of discontinued operations		—		—
Cash of continuing operations	$	185,186	$	6,292,901

Supplemental cash flow information
Cash paid for income taxes	$	2,155	$	—
Cash paid for interests	$	16,410	$	15,563

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

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CHEETAH NET SUPPLY CHAIN SERVICE INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION

Cheetah Net Supply Chain Service Inc. (“Cheetah Net,” the “Company,” “we,” “our,” and “us”), 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. Allen-Boy previously engaged in the parallel-import vehicle dealership business, which the Company discontinued in March 2025.

●

(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. Pacific previously engaged in the parallel-import vehicle dealership business, which the Company discontinued in March 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. Entour did not have any business activities until acquired by Cheetah Net. Entour previously engaged in the parallel-import vehicle dealership business, which the Company discontinued in March 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 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). As of the date of this quarterly report, Edward is engaged in logistics and warehousing 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. As of the date of this quarterly report, 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 quarterly report, NexTrade is not engaged in any business operations.

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●

(viii) Cheetah Net Supply Chain Service Ltd (“Cheetah BVI”), a corporation incorporated on March 28, 2025 under the laws of the British Virgin Islands. As of the date of this quarterly report, Cheetah BVI is not engaged in any business operations.

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 (“Board”) 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 in this quarterly report 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. and the PRC. 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 83.6% compared to 2022. 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. 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.

As the parallel-import vehicle 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 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 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 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.

Logistics and Warehousing 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.

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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. As of the date of this quarterly report, 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 unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. 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 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. GAAP. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal years. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes for the year ended December 31, 2024. The accounting policies applied are consistent with those of the audited consolidated financial statements for the preceding fiscal year. 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.

Going Concern Consideration

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

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. The Company may continue to incur operating losses and generate negative cash flow. These factors may raise doubts about the Company’s ability to continue as a going concern.

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. 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 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 June 30, 2025 have been prepared on a going concern basis.

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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 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

The Company is undergoing a business transformation of our business model. As a company located in the U.S. and doing business with the 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. and the PRC.

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 logistics and warehousing business depend highly on the limited customers and third-party transportation and labor providers;

●

The competition of logistics and warehousing industry dependent on factors such as service quality, speed reliability, and pricing may limit the Company’s expanding non-vehicle logistics warehousing revenue, and its success in these areas will depend on its ability to develop and scale an effective salesforce to market these services to international trading companies in the U.S. and the PRC; and

●

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.

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 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
	(Unaudited)
Cash held in Current Accounts	$	185,186	$	627,924
Certificate of Deposit		—		1,023,038
Total cash and cash equivalents shown in the statements of cash flows	$	185,186	$	1,650,962

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Accounts receivable

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 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 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.)

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

Property, plant, and equipment, net

Property, plant, and equipment, net 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		10 years
Leasehold improvements		3-6 years

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 first quarter and the fourth quarter of 2024, respectively (see Note 8- Intangible Asset and Goodwill). 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.

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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		7 years
Customer relationships		10-12 years
Trade names		7 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 not recognize any impairment to intangible assets for the six months ended June 30, 2025 and 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 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 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.

Leases

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 for the six months ended June 30, 2025 and 2024.

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Goodwill

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 six months ended June 30, 2025 and 2024, the Company did not 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.

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In 2024, 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 vehicle dealers. It purchases automobiles from the U.S. market through its team of professional purchasing agents, and resells them to parallel-import vehicle dealers in the U.S. and the PRC. 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 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. Revenue for freight forwarding services generated by Edward, 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 recognizes 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.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
U.S. domestic market	$	333,591	$	50,236	$	798,474	$	99,715
Overseas market		20,535		43,327		35,451		70,682
Total revenue	$	354,126	$	93,563	$	833,925	$	170,397

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. domestic market.

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Cost of Revenues

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.

General and Administration Expenses

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 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

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.

Income Taxes

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 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 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.

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

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The Company and its U.S. operating subsidiaries are subject to the U.S. tax laws. 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 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.

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


	June 30, 2025
	(Unaudited)
	Loss		Share		Per share amount
Basic and diluted EPS
Loss from continuing operations per ordinary share	$	(1,266,437)		3,218,886	$	(0.39)
Loss from discontinued operations per ordinary share		—		3,218,886		0.00
Loss from operations per ordinary share	$	(1,266,437)			$	(0.39)


	June 30, 2024
	(Unaudited)
	Income (loss)		Share		Per share amount
Basic and diluted EPS
Loss from continuing operations per ordinary share	$	(1,016,370)		1,398,500	$	(0.73)
Loss from discontinued operations per ordinary share		(205,440)		1,398,500		(0.15)
Loss from operations per ordinary share	$	(1,221,810)		—	$	(0.88)

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. The Company reported two operating segments: the parallel-import vehicle business and logistics and warehousing services in 2024. 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.

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Recent accounting pronouncements

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 adopted ASU 2023-09 beginning January 1, 2025. 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:

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, bearing 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. 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. 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 and October 28, 2024, the Company entered into two one-year unsecured short-term loan agreements with Hongkong Sanyou Petroleum Co Limited, for the principal amount of the loan $1,000,000 and $1,000,000, respectively, bearing an annual interest rate of 12.0% and set to mature in 12 months.

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.

On January 7, 2025, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $100,000. 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 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 17, 2025, 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 $950,000. This loan carries an annual interest rate of 12.0% and is set to mature in 12 months.

On March 18, 2025, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $825,400. 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 March 19, 2025, the Company extended an additional unsecured short-term loan of $900,000 to Asia Finance Investment Limited under the same terms.

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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:


	June 30, 2025		December 31, 2024
	(Unaudited)
Rent Deposit	$	114,992	$	112,751
Interest Receivable⁽¹⁾		715,405		245,655
Others		13,182		12,290
Total Other Receivables	$	843,579	$	370,696

(1)	Interest receivable primarily relates to accrued interests from loan agreements disclosed in Note 3- Loan Receivable. For further details on the loan arrangements generating these interest receivables, refer to Note 3.

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NOTE 5 — DISCONTINUED OPERATIONS

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
	June 30,		June 30,
	2024		2024
	(Unaudited)		(Unaudited)

Revenue	$	200,297	$	1,631,248

Cost of Revenue		215,834		1,656,068

Gross loss		(15,537)		(24,820)

Operating expenses
Selling, General and administrative expenses		19,422		98,262
Total operating expenses		19,422		98,262

Loss from discontinued operations		(34,959)		(123,082)

Other income (expenses)
Interest expenses		27,899		82,358
Other expenses, net		27,899		82,358

Loss from discontinued operations before income taxes		(62,858)		(205,440)

Income tax provision		—		—

Loss from discontinued operations	$	(62,858)	$	(205,440)

On March 3, 2025, the Board 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 the six months ended June 30, 2024.

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 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 $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.

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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:


	December 31,
	2024
ASSETS
CURRENT ASSETS:
Accounts receivable, net*	$	2,540,501
Other receivables**		—
TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS		2,540,501

TOTAL ASSETS OF DISCONTINUED OPERATIONS	$	2,540,501

LIABILITIES
CURRENT LIABILITIES:
Accrued expense and other liabilities		52,900
TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS		52,900

TOTAL LIABILITIES OF DISCONTINUED OPERATIONS	$	52,900

*Accounts Receivable, net

Accounts receivable consisted of the following:


	December 31,
	2024

Accounts receivable
Parallel-import Vehicles	$	4,130,047
Less: allowance of credit loss		(1,589,546)
Total accounts receivable, net	$	2,540,501

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.

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**Other Receivables

Write-down of other receivables for discontinued operations include below:


	December 31,
	2024

Vehicle deposits ⁽¹⁾	$	100,800
Sales tax deposits ⁽²⁾		34,886
Other receivables		—
Less: allowance of credit loss		(135,686)
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.

3) Cash Flows from discontinued operations


	For the Six Months Ended
	June 30,
	2025		2024
	(Unaudited)		(Unaudited)
Cash flows from discontinued operating activities:
Net loss	$	—	$	(205,440)
Less: Loss from discontinued operations, net of tax		—		(205,440)
Cash provided by operations-discontinued operations		2,540,501		3,170,700
Net cash provided by discontinued operating activities		2,540,501		2,965,260

Cash flows from discontinued financing activities:
Cash used in financing activities-discontinued operations		—		(1,108,735)
Net cash used in discontinued financing activities	$	—	$	(1,108,735)

NOTE 6 — PROPERTY, PLANT, AND EQUIPMENT, NET

Property, plant, and equipment, net consisted of the following:


	Estimated Useful Life
	in Years	June 30, 2025		December 31, 2024
		(Unaudited)
Motor Vehicles	10	$	365,000	$	365,000
Leasehold improvements*	3-6		60,795		60,795
Subtotal			425,795		425,795
Less accumulated depreciation			(47,164)		(27,400)
Property, plant, and equipment, net		$	378,631	$	398,395

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.

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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. On January 10, 2025 and January 31, 2025, the Company sent two letters to the lessor requesting to terminate the lease, as the Company had vacated the property. As of the date of this quarterly report, the Company has ceased to pay rent per the Company’s legal counsel advice.

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.

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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 six months ended June 30, 2025 and 2024 were as follows:


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024

	(Unaudited)				(Unaudited)
Lease expenses
Operating lease expenses	$	177,763	$	71,097	$	355,526	$	119,703
Short-term lease expenses		30,366		40,938		60,732		47,849
Total lease expenses	$	208,129	$	112,035	$	416,258	$	167,552

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

	(Unaudited)
Right-of-use assets	$	1,548,646	$	1,836,521

Operating lease liabilities – current	$	612,719	$	438,351
Operating lease liabilities – non-current		950,372		1,268,501
Total operating lease liabilities	$	1,563,091	$	1,706,852

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

	(Unaudited)
Remaining lease term and discount rate:
Weighted average remaining lease term (years)	2.39		3.84
Weighted average discount rate *	4.9	%	12.2	%

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


Fiscal Years	Amount
	(Unaudited)
2025 (from July 1, 2025 to December 31, 2025)	$	388,479
2026		795,559
2027		517,765
Thereafter		126,976
Total lease payments		1,828,779
Less: imputed interest		(265,688)
Present value of lease liabilities	$	1,563,091

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NOTE 8 — INTANGIBLE ASSET AND GOODWILL

1)Acquisition of Edward

On January 24, 2024, Cheetah Net entered into a Stock Purchase Agreement to acquire 100% of the entity interests in 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 the Company’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 December 31, 2024		As of June 30, 2024		Change
	Finalized value		Preliminary value		Amount
Acquired assets acquired and (liabilities):
Cash	$	79,883	$	79,883	$	—
Accounts Receivable		47,354		47,354		—
Other Current Assets		42,685		42,685		—
Right-of-use Lease Asset		645,625		645,625		—
Fixed Assets		60,795		60,795		—
Developed Technology		120,000		120,000		—
Customer Relationships		360,000		360,000		—
Trade Names		36,000		36,000		—
Goodwill		568,532		437,382		131,150
Other Noncurrent Assets		27,000		27,000		—
Accounts Payable		(34,686)		(34,686)		—
Accrued Expenses Payable		(20,933)		(20,933)		—
Deferred Tax Liability		(131,150)		—		(131,150)
Operating Lease Liability, Current		(94,548)		(94,548)		—
Operating Lease Liability, Long Term		(506,557)		(506,557)		—
Total Purchase Consideration	$	1,200,000	$	1,200,000	$	—

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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.

2)Acquisition of TWEW

On November 27, 2024, Cheetah Net entered into a Stock Purchase Agreement to acquire 100% of the equity interests in 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 the Company’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):
Cash	$	69,980
Accounts Receivable		43,120
Other Current Assets		1,210
Customer Relationships		600,000
Goodwill		475,861
Deferred Tax Liability		(140,171)
Short term loan payable		(50,000)
Total Purchase Consideration	$	1,000,000

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		84
Edward-Customer Relationships		144
Edward-Trade Names		84
TWEW-Customer Relationships		120

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 July 1, 2025 to December 31, 2025)	$	56,142
2026		112,286
2027		112,286
2028		112,286
2029		112,286
Thereafter		501,642
Total	$	1,006,928

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

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NOTE 9 — PREMIUM FINANCE

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. The loan was paid off on June 2, 2025.

Premium finance consisted of the following:

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

Long-term borrowings consisted of the following:


	June 30,		December 31,
	2025		2024
	(Unaudited)
Small Business Administration⁽¹⁾	$	462,329	$	468,542
Thread Capital Inc.⁽²⁾		164,435		176,055
Total long-term borrowings	$	626,764	$	644,597

Current portion of long-term borrowings	$	36,412	$	34,577

Non-current portion of long-term borrowings	$	590,352	$	610,020

(1)

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.

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


Fiscal Years	Future repayment
	(Unaudited)
2025 (from July 1, 2025 to December 31, 2025)	$	5,567
2026		11,474
2027		11,942
2028		12,429
2029		12,937
Thereafter		407,980
Total	$	462,329

(2)

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 June 30, 2025 were as follows:


Fiscal Years	Future repayment
	(Unaudited)
2025 (from July 1, 2025 to December 31, 2025)	$	11,938
2026		24,881
2027		26,285
2028		27,768
2029		29,334
Thereafter		44,229
Total	$	164,435

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

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 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, chief executive officer of the Company. The Award vested immediately upon grant.

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

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


		Weighted
	Number of	Average Grant
	non-vested	Date Fair Value
	Shares	Per Share (US$)
Outstanding as of December 31, 2024	79,062	3.28
Correction	(6,250)	3.39
Forfeited	(6,250)	1.94
Outstanding as of June 30, 2025	66,562	3.39

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

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)

(ii)

The components of the income tax provision were as follows:


	For the Six Months Ended
	June 30,
	2025		2024
	(Unaudited)		(Unaudited)
Current:
Federal	$	—	$	(128)
State		5,200		4,456
Total current income tax provision		5,200		4,328
Deferred:
Federal		—		(337,235)
State		—		(160,082)
Total deferred income tax expenses (benefits)		—		(497,317)
Total income tax benefits	$	5,200	$	(492,989)

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.

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(iii)

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


	For the Six Months Ended
	June 30,
	2025		2024
	(Unaudited)		(Unaudited)
Federal income tax at the statutory rate	21.0	%	21.0	%
State statutory tax rate	4.3	%	11.4	%
Permanent Items	(0.4)	%	—	%
Change in valuation allowance	(25.3)	%	—	%
Non-deductible expenses	—	%	0.3	%
Effective tax rate	(0.4)	%	32.7	%

(iv)

Deferred tax assets, net were composed of the following:


	June 30,		December 31,
	2025		2024
		(Unaudited)
Deferred tax assets:
Net operating loss carry forwards	$	—	$	1,001,992
Tax attribute carryovers		1,214,753		—
Lease liability		437,409		398,757
Others		530,987		436,613
Total gross deferred tax assets		2,183,149		1,837,362

Less valuation allowance		(1,465,653)		(1,159,129)
Total deferred tax assets, net of valuation allowance		717,496		678,233

Deferred tax liabilities:
Intangible assets		(281,775)		(249,183)
Fixed assets		(2,354)		—
Right of use assets		(433,367)		(429,050)
Total deferred tax liabilities		(717,496)		(678,233)

Total deferred tax assets, net	$	—	$	—

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 2025.

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

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NOTE 13 — CONCENTRATIONS

Political and economic risk

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. and the PRC. 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. 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. and the PRC. 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.

Recent tariff actions imposed by governments of the U.S. and the PRC present risks to the Company’s logistics and warehousing operations, potentially affecting shipping volumes, warehouse utilization, and customer demand. The Company has been monitoring trade policy developments closely.

Credit risk

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.

Concentrations

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 development stage.

NOTE 14 — STOCKHOLDERS’ EQUITY

Common Stock

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 dated 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.

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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 (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. 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 in this quarterly report 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 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.

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Warrants

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.


					Total Common
					Shares
					Issuable &
					terminated as
					of
			Exercise		March 31,
Title of Warrant	Date Issued	Expiry Date	Price		2024
Equity-classified warrants

August 2023 – underwriter warrants	8/3/2023	07/31/2026	$	80.00	3,906

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 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
	June 30,				June 30,
	2025		2024		2025		2024
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Revenues	$	354,126	$	93,563	$	833,925	$	170,397
Less:
Cost of revenues		319,226		45,598		742,769		88,098
Staff cost		302,082		335,868		616,274		532,290
Share-based compensation expenses		10,444		—		26,629		—
Lease expense		208,129		81,347		416,258		167,552
Depreciation and amortization expenses		37,954		18,536		75,907		29,422
Interest expenses		8,060		8,302		16,872		16,607
Income tax expenses (credit)		12,987		(247,275)		18,342		(492,989)
Other segment items*		(32,228)		401,209		187,311		845,787

Segment net loss		(512,528)		(550,022)		(1,266,437)		(1,016,370)

Consolidated loss	$	(512,528)	$	(550,022)	$	(1,266,437)	$	(1,016,370)

Consolidated total assets	$	13,895,388	$	16,275,899	$	13,895,388	$	16,275,899

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

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


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Revenues	$	—	$	200,297	$	—	$	1,631,248
Less:
Cost of revenues		—		215,834		—		1,656,068
Staff cost		—		19,422		—		77,652
Interest expenses		—		27,899		—		82,358
Other segment items*		—		—		—		20,610

Segment net loss		—		(62,858)		—		(205,440)

Consolidated loss	$	—	$	(62,858)	$	—	$	(205,440)

Consolidated total assets	$	13,895,388	$	16,275,899	$	13,895,388	$	16,275,899

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

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this quarterly report on Form 10-Q.

Forward-Looking Statements

This quarterly report on Form 10-Q contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” “project,” or “anticipate,” and other similar words. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth in “Item 1A. Risk Factors” included in our annual report on Form 10-K (File No. 001-41761) (the “Annual Report”), which was filed with the SEC on March 12, 2025.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this quarterly report. We do not intend, and undertake no obligation, to update any forward-looking statement, except as required by law.

The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in this quarterly report on Form 10-Q, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report.

Business Overview and Recent Developing Trends

We are a provider of logistics and warehousing services, historically in connection with the sale of parallel-import vehicles sourced in the U.S. to be sold in the PRC market, and more recently for the transportation of other goods between the U.S. and the PRC. 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.

Between 2016 and the first half of 2022, the Company experienced growth in sales volume and gross profit due to favorable market conditions. Beginning in the second half of 2023, the business was negatively affected by 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 EVs. These market challenges led to a decline in parallel-import vehicle sales by 30.5% in 2023, and 95.7% in 2024, with vehicle sales declining to 14 units in 2024 from 2023 units in 2023. In addition, the Company recorded a credit loss of $1.6 million for the year ended December 31, 2024, due to the increasing difficulty in collecting outstanding receivables.

On March 3, 2025, the Company’s board of directors approved the discontinuation of the Company’s parallel-import vehicle business. In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, 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.

The Company shifted its business focus since February 2024 by acquiring Edward to provide services related to international trades between the PRC and the U.S., and relocating its headquarter in July 2024 to Irvine, California, to utilize the ports of Los Angeles and Long Beach. The Company further expanded into labor and logistics service by acquiring TWEW in December 2024.

Additionally, on December 19, 2024, we acquired 100% membership interest of NexTrade, a Delaware limited liability company for the consideration of $1. As of the date of this quarterly report, NexTrade has not been engaged in any business operations.

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Further, on March 28, 2025, we incorporated a wholly owned subsidiary, Cheetah BVI, in the British Virgin Islands. The incorporation of Cheetah BVI is intended to support our future international business development and facilitate potential global partnerships. As of the date of this quarterly report, Cheetah BVI has not commenced operations.

Reverse Stock Split

On September 30, 2024, our stockholders approved our fourth amended and restated articles of incorporation, which authorizes a reverse stock split of the issued shares of our 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 our board of directors. On October 7, 2024, our board of directors approved a reverse stock split of our common stock at a ratio of 1-for-16. On October 21, 2024, we effectuated a reverse stock split of our common stock at a ratio of 1-for-16. Following such reverse split, each 16 shares of our 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 our common stock remained unchanged. Our 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).

Dissolution of Subsidiaries

During the quarter ended June 30, 2025, the Company dissolved two wholly owned subsidiaries, Cheetah Net Logistics LLC and Pacific Consulting LLC, as part of an internal corporate restructuring. Both entities were previously organized under the laws of the State of New York and were formally dissolved on June 24, 2025.

Risks and Uncertainties

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 our business and growth prospects;

●

Our logistics and warehousing business depend highly on the limited customers and third-party transportation and labor providers;

●

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 our 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. and the PRC; and

●

Recent changes in U.S. and international trade policies and tariffs on imports and exports, particularly the trade tensions between China and the United States 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.

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Results of Operations

The following table provides a summary of our consolidated results of operations for the three and six months ended June 30, 2025 and 2024, highlighting the financial impact of both continuing and discontinued operations:


	Three Months Ended June 30,								Change				Six Months Ended June 30,								Change
	2025				2024				Amount		%		2025				2024				Amount		%
	USD		%		USD		%						USD		%		USD		%
Revenues	$	354,126	100.0	%	$	93,563	100.0	%	$	260,563	278.5	%	$	833,925	100.0	%	$	170,397	100.0	%	$	663,528	389.4	%
Cost of Revenues		319,226	90.1			45,598	48.7	%		273,628	600.1	%		742,769	89.1			88,098	51.7	%		654,671	743.1	%
Gross Profit		34,900	9.9	%		47,965	51.3	%		(13,065)	(27.2)	%		91,156	10.9	%		82,299	48.3	%		8,857	10.8	%
General and administration expenses		805,305	227.4	%		865,354	924.9	%		(60,049)	(6.9)	%		1,805,824	216.5	%		1,632,996	958.3	%		172,828	10.6	%
Share-based compensation expenses		10,444	2.9	%		—	—	%		10,444	N/A	%		26,629	3.2	%		—	—	%		26,629	N/A	%
Interest income, net		264,168	74.6	%		19,939	21.3	%		244,229	1,224.9	%		463,446	55.6	%		40,564	23.8	%		422,882	1,042.5	%
Other income, net		17,140	4.8	%		153	0.2	%		16,987	11,102.6	%		29,756	3.6	%		774	0.5	%		28,982	3,744.4	%
(Loss) from continuing operations before tax provision		(499,541)	(141.1)	%		(797,297)	(852.1)	%		297,756	37.3	%		(1,248,095)	(149.7)	%		(1,509,359)	(885.8)			261,264	(17.3)	%
Income tax (benefits)		12,987	3.7	%		(247,275)	(264.3)	%		260,262	(105.3)	%		18,342	2.2	%		(492,989)	(289.3)	%		511,331	(103.7)	%
Loss from continuing operations		(512,528)	(144.7)	%		(550,022)	(587.9)	%		37,494	6.8	%		(1,266,437)	(151.9)	%		(1,016,370)	(596.5)	%		(250,067)	(24.6)	%
Loss from discontinued operations, net of tax		—	—	%		(62,858)	(67.2)	%		62,858	100.0	%		—	—	%		(205,440)	(120.6)	%		(205,440)	100.0	%
Net Loss	$	(512,528)	(144.7)	%	$	(612,880)	(655.0)	%	$	100,352	16.4	%	$	(1,266,437)	(151.9)	%	$	(1,221,810)	(717.0)	%	$	(44,627)	(3.7)	%

Comparison of the Three Months Ended June 30, 2025 and 2024

Continuing Operations-Logistics and Warehousing Services

Revenues


	For the Three Months Ended June 30,								Change
	2025				2024				Amount		%
	(Unaudited)				(Unaudited)
	USD		%		USD		%
Revenues
Revenues from Edward	$	52,684	14.9	%	$	93,563	100.0	%	$	(40,879)	(43.7)	%
Revenues from TWEW		301,442	85.1	%		—	—	%	$	301,442	N/A
Total revenues	$	354,126	100.0	%	$	93,563	100.0	%	$	260,563	278.5	%

For the three months ended June 30, 2025, we reported revenue of $354,126 from logistics and warehousing services segment, including $52,684, or 14.9%, of our total revenue from Edward, which we acquired in February 2024, and $301,442, or 85.1%, of our total revenue from TWEW, which we acquired in December 2024.

Revenue from Edward decreased by 43.7%, primarily due to i) a temporary suspension in U.S.-PRC ocean freight activities in April 2025 after the U.S. government’s threat in late March 2025 to impose higher tariffs on goods imported from the PRC, partially offset by ii) stabilized trade flow in May and June 2025 following the resumption of trade negotiations between the two countries since May 2025.

The Company has taken proactive measures to navigate the business by increasing labor and logistics service business during the second quarter of 2025.

We will continue to focus on improving operational efficiencies and expanding our market presence of the two acquired businesses in the California area.

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Cost of Revenues


	For the Three Months Ended June 30,								Change
	2025				2024				Amount		%
	(Unaudited)				(Unaudited)
	USD		%		USD		%
Cost of Revenues
Cost of Revenues from Edward	$	25,797	8.1	%	$	45,598	100.0	%	$	(19,801)	(43.4)	%
Cost of Revenues from TWEW		293,429	91.9	%		—	—		$	293,429	N/A
Total cost of revenues	$	319,226	100.0	%	$	45,598	100.0	%	$	273,628	600.1	%

For the three months ended June 30, 2025, total cost of revenues increased to $319,226 from $45,598 for the same period in 2024, representing an increase of $273,628, or 600.1%, primarily due to the contribution from TWEW. Cost of revenues attributable to TWEW was $293,429, representing 91.9% of total cost of revenues in the second quarter of 2025.

Cost of revenues from Edward was $25,797, or 8.1% of total cost of revenues for the three months ended June 30, 2025, compared to $45,598 for the same period in 2024, representing a decrease of $19,801, or 43.4%, consistent with the corresponding decline in revenue from Edward.

Cost of revenues is mainly labor costs for TWEW and ocean freight service cost for Edward.

Operating Expenses

General and Administrative Expenses


	Three Months Ended June 30,				Change
	2025		2024		Amount		%
	(Unaudited)		(Unaudited)
General and Administrative Expenses
Payroll and Benefits	$	302,082	$	335,868	$	(33,786)	(10.1)	%
Rental and Leases		208,129		81,347		126,782	155.9	%
Travel and Entertainment		20,017		7,962		12,055	151.4	%
Legal and Accounting Fees		84,958		196,146		(111,188)	(56.7)	%
Insurance Expenses		68,804		86,466		(17,662)	(20.4)	%
Depreciation and Amortization Expenses		37,954		18,536		19,418	104.8	%
Recruiting Expenses		5,453		81,598		(76,145)	(93.3)	%
Others		77,908		57,431		20,476	35.7	%
Total General and Administrative Expenses	$	805,305	$	865,354	$	(60,050)	(6.9)	%

General and administrative expenses for the Company’s continuing operations decreased by $60,050, or 6.9%, to $805,305 for the three months ended June 30, 2025 from $865,354 for the three months ended June 30, 2024. The decrease was mainly due to (i) a decrease of $111,188 in legal and accounting fees as we incurred additional professional fees for preparing a registration statement on Form S-1 during the quarter ended June 30, 2024, (ii) $33,786 in payroll and benefits expense due to staff optimization and cost-saving measures following the initial hiring to support the newly launched logistics and warehousing segment, (iii) a decrease of $17,662 in insurance expenses resulting from a change in our insurance provider, (iv) a decrease of $76,145 in recruiting expenses during the three months ended June 30, 2025, as the prior-year period included significant hiring efforts associated with the launch of our logistics and warehousing segment, partially offset by (iv) an increase of 126,782 in rental and leases following the acquisition of Edward and the relocation of our headquarters to California in July 2024, (v) an increase of $12,055 in travel and entertainment expenses as part of business development efforts and client engagement, (vi) an increase of $20,476 in other miscellaneous general and administration expenses during the three months ended June 30, 2025, and (vii) an increase of $19,418 in depreciation and amortization expenses, primarily due to the acquisition of new fixed assets and recorded intangible assets from Edward and TWEW acquisitions.

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Share-based compensation expenses


	Three Months Ended June 30,				Change
	2025		2024		Amount		%
	(Unaudited)		(Unaudited)
Share-based compensation expenses	$	10,444	$	—	$	10,444	N/A

Share-based compensation expenses were $10,444 and nil for the three months ended June 30, 2025 and 2024, respectively.

On August 16, 2024, our board of directors approved the adoption of the Amended and Restated 2024 Stock Incentive Plan (the “Plan”). Subsequently, on September 30, 2024, our stockholders approved the Plan. The total number of shares granted by the compensation committee of our board of directors on September 30, 2024 was originally reported as 150,000, including 118,750 shares of Class A common stock and 31,250 shares of Class B common stock, in our quarterly report for the quarter ended March 31, 2025. During the quarter ended June 30, 2025, we identified an error and noted that the correct allocation shall be 112,500 shares of Class A common stock and 31,250 shares of Class B common stock, for a total of 143,750 shares granted as of the date of this quarterly report. The error was due to the forfeiture, on January 17, 2025, of 6,250 shares of Class A common stock that had been granted under the Plan on November 30, 2024. Share-based compensation expenses of $10,444 were recognized during the three months ended June 30, 2025. See Note 11 – Stock Based Compensation for more details.

Other Income (Expenses), net


	Three Months Ended June 30,				Change
	2025		2024		Amount		%
	(Unaudited)		(Unaudited)
Interest income	$	272,228	$	28,241	$	243,987	863.9	%

Interest expenses:
Loan Interest expense		(6,736)		(8,011)		1,275	15.9	%
Credit Card Interest		(462)		(291)		(171)	(59.0)	%
Premium Finance Interest		(862)		—		(862)	N/A	%
Total Interest expenses		(8,060)		(8,302)		(242)	2.9	%

Other income, net		17,140		153		16,987	11,102.6	%

Total other income, net	$	281,308	$	20,092	$	261,216	1,300.1	%

Interest income from continuing operations was $272,228 for the three months ended June 30, 2025, compared to $28,241 for the three months ended June 30, 2024, representing an increase of $243,987, or 863.9%. The significant increase was primarily driven by interest earned on short-term loan receivables and certificates of deposit, funded by the net proceeds from the Company’s public offerings closed in May and July 2024.

Interest expense incurred from our continuing operations was $8,060 for the three months ended June 30, 2025, which slightly decreased by $242, or 2.9%, from $8,302 for the three months ended June 30, 2024, mainly due to decreased loan interest expenses.

Income Tax (Benefits)

Our income tax provision for continuing operations was nil for the three months ended June 30, 2025, compared with income tax benefits of approximately $247,275 for the same period in 2024.

The consolidated statement of operations reflects income tax expense of approximately $12,987 for the three months ended June 30, 2025, which were the tax payments related to prior periods and acquisition-related tax filings upon the filing 2024 tax returns in April 2025. These additional amounts primarily consist of: (i) $2,000 of tax obligations owed by the Company 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.

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Net Loss

As a result of the above factors, we had a net loss of $512,528 from our continuing operations for the three months ended June 30, 2025, compared to net loss of $550,022 for the same period of 2024.

Discontinued Operations -Parallel- Import vehicle Business

As disclosed in Note 5 – Discontinued Operations, our Board approved the discontinuation of our parallel-import vehicle business on March 3, 2025. The Company fully exited its parallel-import vehicle business during the year ended December 31, 2024. In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, the following discussion provides an overview of the operating results of discontinued operations during the second quarter of 2024.

Discontinued Operations- Parallel -Import Vehicles Business

The following table summarizes the operating results of our discontinued operations for the three months ended June 30, 2024:


	Three Months Ended June 30,
	2024
	(Unaudited)
Revenue
U.S. domestic market	$	200,297
Overseas market		—
Total Revenue	$	200,297
Cost of Revenue
Cost of vehicle	$	200,297
Fulfilment expense		15,537
Total Cost of Revenue	$	215,834

Gross loss	$	(15,537)

During the three months ended June 30, 2024, the Company generated revenue of $200,297 from the parallel-vehicle business. Only one vehicle was sold during this quarter following the significant downturn of parallel-import vehicle business in the PRC.

We also reported cost of revenue of $215,834, mainly cost of vehicles, and a gross loss of $15,537 of the discontinued business for the three months ended June 30, 2024.

Selling Expenses for Discontinued Operations

The following table presents selling expenses for the discontinued operations:


	Three Months Ended June 30,
	2024
	(Unaudited)
Selling Expenses
Payroll and benefits	$	19,422
Total selling expenses	$	19,422

Total selling expenses for the discontinued parallel-import vehicle business was $19,422 for the three months ended June 30, 2024.

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Interest Expenses

The table below presents interest expenses for the three months ended June 30, 2024:


	June 30,
	2024
	(Unaudited)
Interest Expenses
Line of Credit		27,899
Total interest expenses	$	27,899

Total interest expenses on line of credit charges were $27,899 for the three months ended June 30, 2024.

Net loss for the discontinued operations was approximately $62,858 for the three months ended June 30, 2024.

Comparison of the Six Months Ended June 30, 2025 and 2024

Revenues


	For the Six Months Ended June 30,								Change
	2025				2024				Amount		%
	(Unaudited)				(Unaudited)
	USD		%		USD		%
Revenues
Revenues from Edward	$	115,199	13.8	%	$	170,397	100.0	%	$	(55,198)	(32.4)	%
Revenues from TWEW		718,726	86.2	%		—	—		$	718,726	N/A
Total revenues	$	833,925	100.0	%	$	170,397	100.0	%	$	663,528	389.4	%

For the six months ended June 30, 2025, we reported revenue of $833,925 from logistics and warehousing services segment, including $115,199, or 13.8%, of our total revenue from Edward, which we acquired in February 2024, and $718,726, or 86.2%, of our total revenue from TWEW, which we acquired in December 2024.

Revenue from Edward decreased by 32.4%, primarily due to i) a temporary suspension in U.S.-China ocean freight activities in April 2025 after the U.S. government’s threat in late March 2025 to impose higher tariffs on goods imported from China, partially offset by ii) stabilized trade flow in May and June 2025, following the resumption of trade negotiations between the two countries since May 2025.

The Company has taken proactive measures to navigate the business by increasing labor and logistics service business during the six months ended June 30, 2025.

We will continue to focus on improving operational efficiencies and expanding our market presence of the two acquired businesses in the California area.

Cost of Revenues


	For the Six Months Ended June 30,								Change
	2025				2024				Amount		%
	(Unaudited)				(Unaudited)
	USD		%		USD		%
Cost of Revenues
Cost of Revenues from Edward	$	67,607	9.1	%	$	88,098	100.0	%	$	(20,491)	(23.3)	%
Cost of Revenues from TWEW		675,162	90.9	%		—	—		$	675,162	N/A
Total cost of revenues	$	742,769	100.0	%	$	88,098	100.0	%	$	654,671	743.1	%

For the six months ended June 30, 2025, total cost of revenues increased to $742,769 from $88,098 for the same period in 2024, representing an increase of $654,671, or 743.1%, primarily due to the contribution from TWEW. Cost of revenues attributable to TWEW was $675,162, representing 90.9% of total cost of revenues during the six months ended June 30, 2025.

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Cost of revenues from Edward was $67,607, or 9.1 % of total cost of revenues for the six months ended June 30, 2025, compared to $88,098 for the same period in 2024, representing a decrease of $20,491, or 23.3%, consistent with the corresponding decline in revenue from Edward.

Cost of revenues is mainly labor costs for TWEW and ocean freight service cost for Edward.

Operating Expenses

General and Administrative Expenses


	Six Months Ended June 30,				Change
	2025		2024		Amount		%
	(Unaudited)		(Unaudited)
General and Administrative Expenses
Payroll and Benefits	$	616,274	$	532,290	$	83,984	15.8	%
Rental and Leases		416,258		167,552		248,706	148.4	%
Travel and Entertainment		62,047		27,445		34,602	126.1	%
Legal and Accounting Fees		342,963		506,062		(163,099)	(32.2)	%
Insurance Expenses		137,540		174,439		(36,899)	(21.2)	%
Depreciation and Amortization Expenses		75,907		29,422		46,485	158.0	%
Recruiting Expenses		6,474		85,084		(78,610)	(92.4)	%
Others		148,361		110,702		37,658	34.0	%
Total General and Administrative Expenses	$	1,805,824	$	1,632,996	$	172,827	10.6	%

General and administrative expenses for the Company’s continuing operations increased by $172,827, or 10.6%, to $1.8 million for the six months ended June 30, 2025 from $1.6 million for the six months ended June 30, 2024, primarily due to (i) an increase of $248,706 in rental and leases following the acquisition of Edward and the relocation of the Company’s headquarters to California in July 2024, (ii) an increase of $83,984 in personnel-related expenses, which was attributed to the hiring of additional staff to support the newly launched logistics and warehousing segment, (iii) an increase of $46,485 in depreciation and amortization expenses, primarily due to the acquisition of fixed assets and recorded intangible assets from Edward and TWEW acquisitions, (iv) an increase of $34,602 in travel and entertainment expenses as part of business development efforts and client engagement, (v) an increase of $37,658 in other miscellaneous general and administration expenses during the six months ended June 30, 2025, partially offset by (vi) a decrease of $163,099 in legal and accounting fees, primarily because the prior period included additional professional fees related to the preparation of a registration statement on Form S-1 during the first and second quarters of 2024, which did not recur in the current period, (vii) a decrease of $78,610 in the recruiting expenses during the three months ended June 30, 2025, as the prior-year period included significant hiring efforts associated with the launch of the Company’s logistics and warehousing segment, and (viii) a decrease of $36,899 in insurance expenses resulting from a change in our insurance provider.

Share-based compensation expenses


	Six Months Ended June 30,
	2025		2024		Amount		%
	(Unaudited)		(Unaudited)
Share-based compensation expenses	$	26,629	$	—	$	26,629	N/A

Share-based compensation expenses were $26,629 and nil for the six months ended June 30, 2025 and 2024, respectively.

On August 16, 2024, our board of directors approved the adoption of the Amended and Restated 2024 Stock Incentive Plan (the “Plan”). Subsequently, on September 30, 2024, our stockholders approved the Plan. The total number of shares granted by the compensation committee of our board of directors on September 30, 2024 was originally reported as 150,000, including 118,750 shares of Class A common stock and 31,250 shares of Class B common stock, in our quarterly report for the quarter ended March 31, 2025. During the quarter ended June 30, 2025, we identified an error and noted that the correct allocation shall be 112,500 shares of Class A common stock and 31,250 shares of Class B common stock, for a total of 143,750 shares granted as of the date of this quarterly report. The error was due to the forfeiture, on January 17, 2025, of 6,250 shares of Class A common stock that had been granted under the Plan on November 30, 2024. Share-based compensation expenses of $26,629 were recognized during the six months ended June 30, 2025. See Note 11 – Stock Based Compensation for more details.

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Other Income (Expenses), net


	Six Months Ended June 30,				Change
	2025		2024		Amount		%
	(Unaudited)		(Unaudited)
Interest income	$	480,318	$	57,171	$	423,147	740.1	%

Interest expenses:
Loan Interest expense		(13,406)		(15,563)		2,206	(14.1)	%
Credit Card Interest		(462)		(49)		(413)	842.9	%
Premium Finance Interest		(3,004)		(996)		(2,008)	201.6	%
Total Interest expenses		(16,872)		(16,607)		(265)	1.6	%

Other income, net		29,756		774		28,982	3,744.4	%

Total other income net	$	493,202	$	41,338	$	451,864	1,093.1	%

Interest income from continuing operations was $480,318 for the six months ended June 30, 2025, compared to $57,171 for the six months ended June 30, 2024, representing an increase of $423,147, or 740.1 %. The significant increase was primarily driven by interest earned on short-term loan receivables and certificates of deposit, funded by the net proceeds from the Company’s public offerings closed in May and July 2024.

Interest expense incurred from our continuing operations was $16,872 for the six months ended June 30, 2025, which slightly increased by $265, or 1.6%, from $16,607 for the six months ended June 30, 2024, mainly due to an increased Premium Finance interest for D&O Insurance, partially offset by the decreased interest for long-term loans.

Income Tax (Benefits)

Our income tax provision for continuing operations were $5,200 for the six months ended June 30, 2025, compared with income tax benefits of approximately $492,989 for the same period in 2024.

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 the Company 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.

Net Loss

As a result of the above factors, we had a net loss of $1,266,437 from our continuing operations for the six months ended June 30, 2025, compared to net loss of $1,016,370 for the same period of 2024.

Discontinued Operations -Parallel- Import vehicle Business

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Discontinued Operations- Parallel -Import Vehicles Business

The following table summarizes the operating results of our discontinued operations for the six months ended June 30, 2024:


	Six Months Ended June 30,
	2024
	(Unaudited)
Revenue
U.S. domestic market	$	200,297
Overseas market		1,430,951
Total Revenue	$	1,631,248
Cost of Revenue
Cost of vehicle	$	1,515,270
Fulfilment expense		140,798
Total Cost of Revenue	$	1,656,068

Gross loss	$	(24,820)

During the six months ended June 30, 2024, we generated revenue of $1.6 million from the parallel-vehicle business. Only 14 units of vehicles were sold following the significant downturn of parallel-import vehicle business as described in “—Business Overview and Recent Developing Trends.”

We also reported cost of revenue of 1.7 million, mainly the fulfillment expenses, and a gross loss of $24,820 of the discontinued business for the six months ended June 30, 2024.

Selling Expenses for Discontinued Operations

The following table presents selling expenses for the discontinued operations:


	Six Months Ended June 30,
	2024
	(Unaudited)
Selling Expenses
Payroll and benefits	$	77,652
Ocean freight		20,610
Total selling expenses	$	98,262

Total selling expenses for the discontinued parallel-import vehicle business was $98,262 for the six months ended June 30, 2024.

Interest Expenses

The table below presents interest expenses for the six months ended June 30, 2024:


	June 30,
	2024
	(Unaudited)
Interest Expenses
LC Financing		23,123
Line of Credit		59,235
Total interest expenses	$	82,358

Total interest expenses on LC financing and line of credit charges were $82,358 for the six months ended June 30, 2024.

Net loss for the discontinued operations was approximately $205,440 for the six months ended June 30, 2024.

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Liquidity and Capital Resources

Historically, our primary uses of cash have been to finance the working capital needs. We believe that we will be able to fund current operations and other commitments for at least the next 12 months from operating cash flow and proceeds from the capital infusion which were held in our cash and cash equivalents.

We may, however, require additional cash resources due to changes in business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could result in additional dilution to stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict operations. Financing may not be available in amounts or on terms acceptable to us, or at all.

As of June 30, 2025, we had current assets of $9.9 million, consisting of cash and cash equivalents of $0.2 million, $8.7 million in loan receivables, $0.8 million of other receivables, and $0.1 million in prepaid expenses and other current assets from continuing operations. Our current liabilities, all of which related to continuing operations, totaled approximately $0.9 million, consisting of $0.6 million of operating lease liabilities, $0.3 million of other payables, and 36,412 of the current portion of long-term borrowings. The Company also had $590,352 of long-term borrowings payable, and $950,372 of operating lease liabilities, long-term portion.

The following table summarizes our cash flows for the six months ended June 30, 2025 and 2024, with continuing operations and discontinued operations presented separately:


	Six Months ended June 30,
	2025		2024
	(Unaudited)		(Unaudited)
Net cash provided by operating activities	$	1,333,668	$	827,980
Cash used in operations-continuing operations		(1,206,833)		(2,137,280)
Cash provided by operations-discontinued operations		2,540,501		2,965,260
Net cash used in investing activities		(2,661,150)		(912,617)
Cash used in operations-continuing operations		(2,661,150)		(912,617)
Net cash (used in) provided by financing activities		(138,294)		5,944,540
Cash (used in) provided by operations-continuing operations		(138,294)		7,053,275
Cash used in operations-discontinued operations		—		(1,108,735)
Net (decrease) increase in cash	$	(1,465,776)	$	5,859,903

Operating Activities

Net cash used in operating activities from continuing operations was $1.2 million for the six months ended June 30, 2025. The negative cash flow was primarily due to (i) a net loss of $1.3 million during the six months ended June 30, 2025, and (ii) an increase of $0.5 million in other receivables, partially offset by (iii) an increase of $0.2 million in amortization of operating lease right-of-use assets and intangible assets, and (iv) $0.2 million in prepaid expenses.

Net cash used in operating activities from continuing operations was $2.3 million for the six months ended June 30, 2024. This was primarily attributable to (i) a net loss of $1.0 million, (ii) a deferred tax benefit of $0.5 million, (iii) an increase of $0.7 million in other receivables, partially offset by non-cash adjustments including, (iv) $77,801 in amortization of operating lease right-of-use assets, (v) $21,786 in amortization of intangible assets, and (vi) an increase of $30,474 in other payables.

Net cash provided by operating activities from discontinued operations was $2.5 million for the six months ended June 30, 2025, primarily due to the collection of $2.5 million in accounts receivable resulting from vehicle sales.

Net cash provided by operating activities from discontinued operations was $3.2 million for the six months ended June 30, 2024. This was primarily attributable to (i) the collection of $1.4 million in accounts receivable resulting from vehicle sales, (ii) a $1.5 million decrease in vehicle inventory, (iii) a $0.2 million decrease in other receivables from vehicle deposit and sales tax return, and (iv) a $0.1 million increase in other payables.

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Investing Activities

Net cash used in investing activities from continuing operations was approximately $2.7 million for the six months ended June 30, 2025, including (i) $3.5 million in short-term loans receivable from third parties, and offset by (ii) $0.8 in proceeds of repayment from these loans.

For the six months ended June 30, 2024, net cash used in investing activities was $0.9 million, including (i) $0.2 million in cash paid in the Edward acquisition, (ii) $0.4 million in cash paid in the purchase of property and equipment, (iii) $1.0 million in cash in short-term loans receivable from third parties, offset by (iii) $0.7 million in proceeds of repayment from pledged loans and short-term loans made to third parties.

There were no investing activities related to discontinued operations for the six months ended June 30, 2025 and 2024.

Financing Activities

Net cash used in financing activities from continuing operations was $138,294 for the six months ended June 30, 2025, which consisted of (i) net repayment of premium finance of $120,461, and (ii) net repayment of long-term borrowings of $17,833.

Net cash provided by financing activities from continuing operation of $7.1 million for the six months ended June 30, 2024, consisted of (i) cash received from public offering proceeds of $7.3 million, offset by (ii) cash paid for warrant termination of $78,125, (iii) repayments of premium finance of $148,621, (iv) repayments of long-term borrowing of $15,676, and (v) repayment of $13,423 to a related party.

There were no financing activities related to discontinued operations for the six months ended June 30, 2025.

Net cash used in financing activities from discontinued operations was $1.1 million for the six months ended June 30, 2024, which was the repayment of LC financing.

Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet financing arrangements as defined under the rules and regulations of the SEC, or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions, and estimates that affect the amounts reported. Note 2, “Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the Annual Report describe the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements. There have been no material changes to the Company’s critical accounting estimates since the Annual Report.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide this information.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.

In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our principal executive and principal financial officers, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2025 and determined that the disclosure controls and procedures were ineffective at a reasonable assurance level as of that date.

Changes in Internal Control Over Financial Reporting

No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the quarter ended June 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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CHEETAH NET SUPPLY CHAIN SERVICE INC.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently involved in any material legal proceedings. From time-to-time we are, and we anticipate that we will be, involved in legal proceedings, claims, and litigation arising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on our financial statements. We could be forced to incur material expenses with respect to these legal proceedings, and in the event that there is an outcome in any that is adverse to us, our financial position and prospects could be harmed.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The July Offering

The following “Use of Proceeds” information relates to the registration statement on Form S-1 (File Number 333-280743) for the July Offering, which was declared effective by the SEC on July 15, 2024. We issued and sold an aggregate of 404,979 shares of Class A common stock, at a price of $3.68 per share for gross proceeds of $1.49 million before deducting offering related expenses. FT Global Capital, Inc. was the exclusive placement agent of such offering.

We incurred approximately $395,000 in expenses in connection with the July Offering, which included approximately $110,000 in placement agent fees, approximately $35,000 in expenses paid to or for the placement agent, and approximately $250,000 in other expenses. None of the transaction expenses included payments to directors or officers of our Company or their associates, persons owning more than 10% or more of our equity securities or our affiliates. None of the net proceeds we received from the July Offering were paid, directly or indirectly, to any of our directors or officers or their associates, persons owning 10% or more of our equity securities or our affiliates.

The net proceeds raised from the July Offering were approximately $1.1 million after offering expenses. As of the date of this quarterly report, we have used $200,000 from the proceeds raised from the July Offering as the cash consideration for the acquisition of TWEW. We intend to use the remaining proceeds raised from the July Offering in the manner disclosed in our registration statement on Form S-1 (File Number 333-280743).

To support our overall liquidity, the Company strategically deployed a portion of the July offering proceeds through short-term loan arrangements, which are recorded as loan receivables. These financing activities are intended to optimize cash utilization by generating interest income while preserving capital flexibility for future operational needs or strategic initiatives.

The May Offering

The following “Use of Proceeds” information relates to the registration statement on Form S-1, as amended (File Number 333-276300) for the May Offering, which was 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. We issued and sold an aggregate of 825,625 shares of Class A common stock, at a price of $9.92 per share for gross proceeds of $8.19 million before deducting offering related expenses. AC Sunshine Securities LLC was the exclusive placement agent of such offering.

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We incurred approximately $876,000 in expenses in connection with the May Offering, which included approximately $290,000 in placement agent fees, approximately $66,000 in expenses paid to or for the placement agent, and approximately $520,000 in other expenses. None of the transaction expenses included payments to directors or officers of our Company or their associates, persons owning more than 10% or more of our equity securities or our affiliates. None of the net proceeds we received from the May Offering were paid, directly or indirectly, to any of our directors or officers or their associates, persons owning 10% or more of our equity securities or our affiliates.

The net proceeds raised from the May Offering were approximately $7.4 million after offering expenses. As of the date of this quarterly report, we have fully used the May Offering proceeds for working capital and other general corporate purposes in support of our current business, consistent with the intended use of proceeds disclosed in our registration statement on Form S-1, as amended (File Number 333-276300).

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

The exhibits listed below are filed as part of this quarterly report on Form 10-Q.

Index to Exhibits

Exhibit		Incorporated by Reference (Unless Otherwise Indicated)
Number	Exhibit Title	Form	File	Exhibit	Filing Date

3.1	Fourth Amended and Restated Article of Incorporation	8-K	001-41761	3.1	October 21, 2024

3.2	Bylaws	S-1	333-271185	3.2	April 7, 2023

4.1	Specimen Stock Certificate	S-1	333-280743	4.1	July 10, 2024

10.1	Loan Agreement dated June 13, 2025 by and between the Company and Asia Finance Investment Limited	—	—	—	Filed herewith

10.2	Loan Agreement dated June 26, 2025 by and between the Company and Asia Finance Investment Limited	—	—	—	Filed herewith

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	Filed herewith

31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	Filed herewith

32.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—	—	—	Furnished herewith

32.2*	Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—	—	—	Furnished herewith

101.INS	Inline XBRL Instance Document	—	—	—	Filed herewith

101.SCH	Inline XBRL Taxonomy Extension Schema Document	—	—	—	Filed herewith

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	—	—	—	Filed herewith

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	—	—	—	Filed herewith

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	—	—	—	Filed herewith

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	—	—	—	Filed herewith

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	—	—	—	Filed herewith

In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act.

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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: August 4, 2025

		Cheetah Net Supply Chain Service Inc.

		By:	/s/ Huan Liu
			Huan Liu
			Chief Executive Officer, Director, and Chairman of the Board of Directors

Source:

EVP Dax Sanders converted 108,319 RSUs into common shares and had 42,261 shares withheld for taxes.

After the RSU vesting and tax withholding, he directly owns 322,127 Class P common shares.

No. The transactions were automatic settlement of RSUs and share withholding for taxes, not discretionary market trades.

The issuer valued the withheld shares at the $28.06 closing price on 31 Jul 2025.

The filing is neutral; it reflects scheduled equity-compensation vesting, not an opinion-based buy or sell.

June 30, 2025

December 31, 2024

(Unaudited)

Short-term loan receivables