Form 8-K

8-K — CHEETAH NET SUPPLY CHAIN SERVICE INC.

Accession: 0001104659-26-048601

Filed: 2026-04-24

Period: 2026-04-20

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: Other Events

Item: Financial Statements and Exhibits

Documents

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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

Date of Report (Date of earliest event

reported): April 20, 2026

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)

(IRS Employer

Identification No.)

8707

Research Drive,

Irvine, California

92618

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (949) 740-7799

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, on February 3, 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-500, to be effected at such time or times within

12 months following the approval of the Company’s stockholders. On February 3, 2026, FAIRVIEW EASTERN INTERNATIONAL HOLDINGS

LIMITED and Huan Liu, collectively holding shares of Class B Common Stock representing approximately 79.16% of the voting power of

the issued and outstanding capital stock of the Company as of that date, approved and adopted the Proposed Amendments and the reverse

stock splits through a written consent in lieu of a special meeting of stockholders. Such corporate actions became effective on March 10,

2026, which was 20 calendar days after the Company mailed the definitive information statement on Schedule 14C filed with the U.S. Securities

and Exchange Commission on February 13, 2026.

Following the approval of the Company’s

stockholders, on March 23, 2026, the Board approved a reverse stock split (the “Reverse Stock Split”) of the Common

Stock at a ratio of 1-for-200 (the “Reverse Stock Split Ratio”). To implement the Reverse Stock Split, the Company

filed its Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of Delaware on March 24, 2026.

The Reverse Stock Split took effect at 8:00 a.m., Eastern Time, on April 20, 2026 (the “Effective Time”).

At the Effective Time, every 200 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. The

par value per share of the Common Stock remained unchanged. As a result of the Reverse Stock Split, the Company’s issued and outstanding Class A Common Stock was reduced from 391,177,712 shares

to 1,955,889 shares, and the Company’s issued and outstanding Class B Common Stock was reduced from 690,875 shares to 3,455 shares. The Class A Common Stock of the Company is expected to begin trading

on a split-adjusted basis on April 29, 2026, at which time the Class A Common Stock will be assigned a new CUSIP number (16307X301).

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.

The foregoing description of the Reverse Stock

Split does not purport to be complete and is subject to and qualified in its entirety by reference to the Company’s Certificate

of Amendment to the Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by

reference.

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 8.01 Other Events.

As of April 23, 2026, following the sale of 355,000,000

shares of Class A Common Stock, par value $0.0001 per share, in “at-the-market” transactions under the previously disclosed

Sales Agreement dated March 31, 2026 with AC Sunshine Securities LLC, the Company had 391,177,712 shares of Class A Common Stock issued

and outstanding, on a pre-split basis.

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.

Cheetah Net Supply Chain Service Inc.

Date: April 24, 2026

By:

/s/ Huan Liu

Huan Liu

Chief Executive Officer, Director, and Chairman of the Board of Directors (Principal Executive Officer)

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2612177d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

Delaware

The

First State

CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF

THE CERTIFICATE OF AMENDMENT OF “CHEETAH NET SUPPLY CHAIN SERVICE INC.”, FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF

MARCH, A.D. 2026, AT 10:36 O’CLOCK A.M.

AND

I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE TWENTIETH DAY OF APRIL, A.D. 2026

AT 8 O’CLOCK A.M.

/s/Charuni

Patibanda-Sanchez

Charuni Patibanda-Sanchez,

Secretary of State

10494923 8100

Authentication:

203445532

SR# 20261358389

Date: 03-24-26

You may verify this certificate online

at corp.delaware.gov/authver.shtml

State

of Delaware

Secretary

of State

Division

of Corporations

Delivered 10:36 AM 03/24/2026

FILED 10:36

AM 03/24/2026

SR 20261358389 - FileNumber

10494923

CERTIFICATE

OF AMENDMENT TO

THE

CERTIFICATE OF INCORPORATION OF

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 series of Preferred

Stock and, with respect to each such series, to fix the number of shares constituting such

series and the designation of such series, 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, of the shares

of such series. 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 April 20, 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,

automatically be combined and reclassified 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-200 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, automatically be combined and reclassified 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-200 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. Each stock certificate that immediately prior to the Effective Date represented

shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the

shares of Common Stock represented by the Old Certificate shall have been combined, subject to the adjustment for fractional shares as

described above.

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 March 23, 2026,

CHEETAH NET SUPPLY CHAIN SERVICE INC.

By: /s/ Huan Liu

Name: Huan Liu

Title: Chief Executive Officer, Director, and Chairman of the

Board of Directors

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