Form 8-K

8-K — CHEETAH NET SUPPLY CHAIN SERVICE INC.

Accession: 0001104659-26-109828

Filed: 2026-09-23

Period: 2026-09-21

CIK: 0001951667

SIC: 5010 (WHOLESALE-MOTOR VEHICLES & MOTOR VEHICLE PARTS & SUPPLIES)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — tm2625304d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2625304d1_ex3-1.htm)

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2026-09-21

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United States

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or

15(d) of the

Securities Exchange Act of 1934

September 21, 2026

Date of Report (Date of earliest event

reported)

Cheetah Net Supply Chain Service Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-41761

81-3509120

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

8707

Research Drive,

Irvine, California

92618

(Address of Principal Executive Offices)

(Zip Code)

(949) 740-7799

Registrant’s telephone number, including

area code

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under

the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

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

CTNT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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. ¨

Item 3.03 — Material Modification to Rights of Security Holders

As previously disclosed in the Company’s

Definitive Information Statement on Schedule 14C filed with the U.S. Securities and Exchange Commission on July 6, 2026, on June 16, 2026,

the board of directors (the “Board”) of Cheetah Net Supply Chain Service Inc., a Delaware corporation (the “Company”),

approved and adopted one or more potential amendments (the “Proposed Amendments”) to the Certificate of Incorporation

of the Company (the “Certificate of Incorporation”) to effect one or more reverse stock splits of the Company’s

issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), consisting of Class

A common stock, par value $0.0001 per share (“Class A Common Stock”), and Class B common stock, par value $0.0001 per

share (“Class B Common Stock”), at such ratio or ratios as shall be determined by the Board in its sole discretion,

provided that the aggregate ratio of all such reverse stock splits shall not exceed 1-for-2,000, to be effected within eighteen months

following the approval of the Company’s stockholders. On the same day, holders of a majority of the voting power of the issued and

outstanding capital stock of the Company approved and adopted the Proposed Amendments and the reverse stock splits by written consent

in lieu of a meeting of stockholders.

Following the approval of the Company’s

stockholders, on August 11, 2026, the Board approved a reverse stock split (the “Reverse Stock Split”) of the Common

Stock at a ratio of 1-for-150 (the “Reverse Stock Split Ratio”). To implement the Reverse Stock Split, the Company

filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on September

15, 2026. The Certificate of Amendment became effective at 8:00 a.m., Eastern Time, on September 21, 2026 (the “Effective Time”).

At the Effective Time, every 150 shares of Common Stock outstanding were automatically combined into one new share of Common Stock. No

fractional shares were issued in connection with the Reverse Stock Split; any fractional shares resulting from the Reverse Stock Split

were rounded up to the nearest whole share at the participant level. The par value per share of the Common Stock remained unchanged. The

Company’s Class A Common Stock is expected to begin trading on a post-split basis on The Nasdaq Capital Market at the market open

on September 28, 2026, under the existing trading symbol “CTNT” and a new CUSIP number, 16307X400.

As of September 22, 2026, the Company had 199,805,935

shares of Class A Common Stock and 203,456 shares of Class B Common Stock issued and outstanding, in each case on a pre-split basis. After

giving effect to the Reverse Stock Split and subject to adjustment for the treatment of fractional shares, such amounts correspond to

approximately 1,332,040 shares of Class A Common Stock and approximately 1,357 shares of Class B Common Stock on a post-split basis. Additionally,

at the Effective Time, proportionate adjustments were made to the Company’s Amended and Restated 2024 Stock Incentive Plan based

on the Reverse Stock Split Ratio, including adjustments to the number of shares available for awards and the exercise price of outstanding

awards.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

The information set forth under Item 3.03 of this

Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Exhibit

3.1

Certificate of Amendment to the Certificate of Incorporation of the Company

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 23, 2026

Cheetah Net Supply Chain Service Inc.

By:

/s/ Huan Liu

Huan Liu

Chief Executive Officer, Director, and Chairman of the Board of Directors

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2625304d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT

THE CERTIFICATE OF INCORPORATION

CHEETAH NET SUPPLY CHAIN SERVICE INC.

Cheetah Net Supply Chain Service Inc.,

a corporation (the “Corporation”) organized and existing under and by virtue of the provisions of the General Corporation

Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows:

1. The name of the Corporation is Cheetah Net Supply Chain Service Inc., and the Corporation

was originally incorporated pursuant to the General Corporation Law on February 2, 2026.

2. The Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”)

is hereby amended as follows:

Article IV of the Certificate of Incorporation is hereby deleted

in its entirety and replaced with the following:

FOURTH: The total number of shares of all classes of stock

which the Corporation shall have authority to issue is 2,200,500,000 shares, consisting of:

1. Preferred Stock: The Corporation is authorized to issue 500,000 shares of Preferred Stock, with a par

value of $0.0001 per share (“Preferred Stock”). The Preferred Stock may be issued from time to time in one or more series.

The Board of Directors of the Corporation (the “Board of Directors”) is hereby expressly authorized, by resolution or resolutions

thereof, to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each

such series, to fix the number of shares constituting such series, the designation of such series, the powers, including voting powers,

of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications,

limitations or restrictions thereof. The powers, preferences and relative, participating, optional and other special rights of each series

of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series

at any time outstanding. The Common Stock, as defined below, shall be subject to the express terms of the Preferred Stock and any series

thereof.

2. Common Stock: The Corporation is authorized to issue 2,200,000,000 shares of Common

Stock, with a par value of $0.0001 per share (“Common Stock”). The Common Stock shall be divided into two classes:

Class A Common Stock: The total number of shares of Class A

Common Stock authorized to be issued is 2,000,000,000.

Class B Common Stock: The total number of shares of Class B

Common Stock authorized to be issued is 200,000,000.

The rights, preferences, and limitations of the Class A Common

Stock and Class B Common Stock are as follows:

Voting Rights: Class A Common Stock shall

have a voting right of one (1) vote per share. Class B Common Stock shall have a voting right of fifteen (15) votes per share.

Conversion: The shares of Class B Common

Stock are convertible into shares of Class A Common Stock at any time after issuance at the option of the holder on a one-to-one basis.

The shares of Class A Common Stock are not convertible into shares of any other class.

At 8:00 a.m., Eastern Time, on September 21, 2026 (the “Effective

Date”), each share of Class A Common Stock issued and outstanding immediately prior to the Effective Date will, automatically and

without any action on the part of the Corporation or any holder thereof, be combined and converted into that fraction of a share of Class

A Common Stock of the Corporation as has been determined by the Board of Directors in its sole discretion at a ratio of one-for-150 shares

of Class A Common Stock, and each share of Class B Common Stock issued and outstanding immediately prior to the Effective Date will, automatically

and without any action on the part of the Corporation or any holder thereof, be combined and converted into that fraction of a share of

Class B Common Stock of the Corporation as has been determined by the Board of Directors in its sole discretion at a ratio of one-for-150

shares of Class B Common Stock (collectively, the “Reverse Stock Split”). No fractional shares shall be issued in connection

with the Reverse Stock Split. To the extent that any stockholder shall be deemed after the Effective Date as a result of the Reverse Stock

Split to own a fractional share of Class A Common Stock or Class B Common Stock, such fractional share resulting from the Reverse Stock

Split shall be rounded up to the nearest whole share. All numbers of shares and all amounts stated on a per share basis contained in this

Amended Certificate of Incorporation are stated after giving effect to the Reverse Stock Split, and no further adjustment shall be made

as a consequence of the Reverse Stock Split.

3. This Certificate of Amendment to the Certificate of Incorporation as set forth above has been duly adopted

in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware by the stockholders

and directors of the Corporation.

4. All other provisions of the Certificate of Incorporation remain in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused this Certificate

of Amendment to be signed as of August 11, 2026.

CHEETAH NET SUPPLY CHAIN SERVICE INC.

By:

/s/ Huan Liu

Name:

Huan Liu

Title:

Chief Executive Officer

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