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What changed in CHEETAH NET SUPPLY CHAIN SERVICE INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CHEETAH NET SUPPLY CHAIN SERVICE INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+226 added−297 removedSource: 10-K (2026-03-20) vs 10-K (2025-03-12)

Top changes in CHEETAH NET SUPPLY CHAIN SERVICE INC.'s 2025 10-K

226 paragraphs added · 297 removed · 168 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

43 edited+20 added−55 removed45 unchanged
Biggest changeThe following table sets forth a breakdown of brands purchased during the years ended December 31, 2024 and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentages ​ Percentages ​ ​ Number of ​ of ​ Number of ​ of ​ ​ ​ Automobiles ​ Total ​ Automobiles ​ Total ​ ​ ​ Purchased ​ Purchase ​ Purchased ​ Purchase ​ ​ ​ During the ​ During the ​ During the ​ During the ​ ​ ​ Year ​ Year Year Year ​ ​ ​ Ended Ended ​ Ended ​ Ended ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ Brands/Models: ​ 2024 ​ 2024 ​ 2023 ​ 2023 ​ Luxury Brands ​ ​ ​ ​ Mercedes Benz GLS450 ​ 11 ​ 78.6 % 157 ​ 51.8 % Mercedes Benz G63 ​ 1 ​ 7.1 % — ​ — % Mercedes Benz GLS600 ​ — ​ — % 12 ​ 4.0 % BMW X7 — — % 5 1.7 % Lexus LX600 2 14.3 % 68 22.4 % Land Rover Range Rover — — % 15 4.9 % Ram 1500 TRX — — % 14 4.6 % Toyota Sequoia — — % 32 10.6 % Total 14 100.0 % 303 100.0 % ​ Parallel-Import Vehicles Services and Operational Flow Procurement We made procurement decisions based on our extensive experience and insights into the PRC parallel-import vehicle industry.
Biggest changeThe following table sets forth a breakdown of brands purchased during the year ended December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentages ​ ​ Number of ​ of ​ ​ ​ Automobiles ​ Total ​ ​ ​ Purchased ​ Purchase ​ ​ ​ During the ​ During the ​ ​ ​ Year ​ ​ ​ Year ​ ​ ​ Ended ​ Ended ​ ​ ​ ​ ​ December 31, ​ December 31, ​ Brands/Models: ​ 2024 ​ 2024 ​ Luxury Brands ​ ​ ​ ​ Mercedes Benz GLS450 ​ 11 ​ 78.6 % Mercedes Benz G63 ​ 1 ​ 7.1 % Mercedes Benz GLS600 ​ — ​ — % BMW X7 — — % Lexus LX600 2 14.3 % Land Rover Range Rover — — % Ram 1500 TRX — — % Toyota Sequoia — — % Total 14 100.0 % ​ 6 Table of Contents Sales and Services In the past two fiscal years, we sold our automobile inventories to both U.S. customers (parallel-import vehicle exporters based in the U.S.) and PRC customers (Chinese parallel-import car dealers who purchased cars from us and imported them into the PRC to resell them to other dealers or end consumers).
(See Note 8 of our audited financial statements as of December 31, 2024.) Currently, Edward is engaged in ocean transportation services. ● (vi) 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 Cheetah Net’s Class A common stock valued at $800,000 through a stock purchase agreement dated November 27, 2024.
(See NOTE 8 of our audited financial statements as of December 31, 2025.) Currently, Edward is engaged in ocean transportation services. ● (iv) 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 Cheetah Net’s Class A common stock valued at $800,000 through a stock purchase agreement dated November 27, 2024.
On May 23, 2024, the Company dissolved two wholly owned subsidiaries, Canaan International LLC, an LLC organized on December 5, 2018 under the laws of the State of North Carolina, and Canaan Limousine LLC, an LLC organized on February 10, 2021 under the laws of the State of South Carolina.
On May 23, 2024, we dissolved two wholly owned subsidiaries, Canaan International LLC, an LLC organized on December 5, 2018 under the laws of the State of North Carolina, and Canaan Limousine LLC, an LLC organized on February 10, 2021 under the laws of the State of South Carolina.
For the year ended December 31, 2024, we conducted the first three services exclusively through Edward and handled labor services and cargo loading and unloading solely through TWEW. Cargo Storage The workflow of cargo storage begins when a customer submits a shipping request. Our customers are typically U.S.-based merchants needing to ship goods to Asia.
For the years ended December 31, 2025 and 2024, we conducted the first three services exclusively through Edward and handled labor services and cargo loading and unloading solely through TWEW. Cargo Storage The workflow of cargo storage begins when a customer submits a shipping request. Our customers are typically U.S.-based merchants needing to ship goods to Asia.
The TWEW acquisition was closed on December 19, 2024. Currently, TWEW is engaged in logistics and labor services to strengthen Cheetah Net’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.
The TWEW acquisition was closed on December 19, 2024. Currently, TWEW is engaged in logistics and labor services to strengthen Cheetah Net’s position in the logistics sector. ● (v) NexTrade, a limited liability company organized on September 13, 2024 under the laws of the State of Delaware.
Employees As of December 31, 2024, we had a total of 15 employees, 13 of whom worked as full-time employees, as set forth in the following table: ​ ​ ​ ​ ​ ​ Number of Number of ​ ​ total ​ full-time Function: ​ employees ​ employees 11 Table of Contents Warehousing Management ​ 3 ​ 3 Marketing ​ 2 ​ 2 Accounting ​ 4 ​ 4 Legal ​ 3 ​ 3 Administration ​ 2 ​ — Executive officer ​ 1 ​ 1 Total 15 13 ​ Our employment contracts with full-time employees include a confidentiality clause.
Employees As of December 31, 2025, we had a total of 13 employees, 12 of whom worked as full-time employees, as set forth in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Number of ​ ​ total ​ full-time Function: ​ employees ​ employees Warehousing Management ​ 1 ​ 1 Marketing ​ 2 ​ 2 Accounting ​ 3 ​ 3 Legal ​ 1 ​ 1 Administration ​ 4 ​ 3 Executive officer ​ 2 ​ 2 Total 13 12 ​ Our employment contracts with full-time employees include a confidentiality clause.
Currently, Logistics is engaged in the parallel-import vehicle business. ● (v) 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.
Entour previously engaged in the parallel-import vehicle dealership business, which the Company discontinued in March 2025. ● (iii) 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.
Our PRC and U.S. parallel-import vehicles customers generated approximately 87.7% and 12.3% of our revenue from parallel-import vehicles, respectively, during the year ended December 31, 2024, and 78.2% and 21.8% of our revenue from parallel-import vehicles, respectively, during the year ended December 31, 2023.
Our PRC and U.S. parallel-import vehicles customers generated approximately 87.7% and 12.3% of our revenue from parallel-import vehicles, respectively, during the year ended December 31, 2024.
Risk Factors—Economic, Political, and Market Risks—We are in the competitive logistics and warehousing industry, and we may not be able to compete successfully against existing or new competitors, which could reduce our market share and adversely affect our competitive position and financial performance.” Governmental Regulations The U.S. Federal Maritime Commission regulations require that all NVOCCs maintain proof of financial responsibility.
Risk Factors—Economic, Political, and Market Risks—We are in the competitive logistics and warehousing industry, and we may not be able to compete successfully against existing or new competitors, which could reduce our market share and adversely affect our competitive position and financial performance.” 8 Table of Contents Governmental Regulations The U.S.
Competition The logistics and warehousing industry in the U.S. is highly competitive and rapidly evolving, with many new entrants in recent years and only a few leading companies.
None of our employees is represented by labor unions. Competition The logistics and warehousing industry in the U.S. is highly competitive and rapidly evolving, with many new entrants in recent years and only a few leading companies.
We hire workers from independent third parties. Customers payments are generally calculated based on the hours worked by the assigned workers. These agreements can typically be early terminated by either party with prior written notice. Technology and Intellectual Property The success of our business depends on our proprietary technologies.
We hire workers from independent third parties. Customers payments are generally calculated based on the hours worked by the assigned workers. These agreements can typically be early terminated by either party with prior written notice.
Currently, Pacific is engaged in the parallel-import vehicle business. ● (iii) Entour Solutions LLC (“Entour”), a limited liability company 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.
Allen-Boy previously engaged in the parallel-import vehicle dealership business, which the Company discontinued in March 2025. ● (ii) Entour Solutions LLC (“Entour”), a limited liability company 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 1 Table of Contents $100 on April 9, 2021.
The following table sets forth the breakdown of our sales revenue by brands and models during the years ended December 31, 2024 and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales Revenue Share Sales Revenue Share ​ ​ Revenue ​ of Total ​ Revenue ​ of Total ​ ​ ​ During the ​ Sales for ​ During the ​ Sales for ​ ​ ​ Year ​ the Year ​ Year ​ the Year ​ ​ ​ Ended ​ Ended ​ Ended ​ Ended ​ ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ Brands/Models: ​ 2024 ​ 2024 ​ 2023 ​ 2023 ​ Luxury Brands ​ ​ ​ ​ ​ ​ ​ Mercedes Benz GLS450 ​ $ 1,175,116 ​ 72.0 % $ 17,634,255 ​ 46.0 % Mercedes Benz G63 ​ $ 200,297 ​ 12.3 % $ — ​ — % Mercedes Benz GLS600 ​ $ — ​ — % $ 2,877,516 ​ 7.5 % BMW X7 ​ $ — ​ — % $ 480,210 ​ 1.2 % Lexus LX 600 ​ $ 255,835 15.7 % $ 10,023,386 26.2 % Land Rover Range Rover ​ $ — — % $ 2,359,979 6.2 % Ram 1500 RTX ​ $ — — % $ 1,698,061 4.4 % Toyota Sequoia ​ $ — — % $ 3,242,567 8.5 % Total ​ $ 1,631,248 100.0 % $ 38,315,974 ​ 100.0 % ​ Typically, we would enter into sales contracts with our PRC and U.S. customers.
The following table sets forth the breakdown of our sales revenue by brands and models during the year ended December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales ​ ​ ​ Revenue Share ​ ​ Revenue ​ of Total ​ ​ ​ During the ​ Sales for ​ ​ ​ Year ​ the Year ​ ​ ​ Ended ​ Ended ​ ​ ​ December 31, ​ December 31, ​ Brands/Models: ​ 2024 ​ 2024 ​ Luxury Brands ​ ​ ​ ​ ​ Mercedes Benz GLS450 ​ $ 1,175,116 ​ 72.0 % Mercedes Benz G63 ​ $ 200,297 ​ 12.3 % Mercedes Benz GLS600 ​ $ — ​ — % BMW X7 ​ $ — ​ — % Lexus LX 600 ​ $ 255,835 15.7 % Land Rover Range Rover ​ $ — — % Ram 1500 RTX ​ $ — — % Toyota Sequoia ​ $ — — % Total ​ $ 1,631,248 ​ 100.0 % ​ Typically, we would enter into sales contracts with our PRC and U.S. customers.
Our Parallel-Import Vehicles Suppliers We did not have regular suppliers for our parallel-import vehicles business in the past two fiscal years, because we purchased all of our automobiles via our team of professional purchasing agents from U.S. automobile dealers that had the designated automobile model in stock.
For the year ended December 31, 2024, our two largest customers accounted for approximately 100% of our total revenue from parallel import vehicles. 5 Table of Contents Our Parallel-Import Vehicles Suppliers We did not have regular suppliers for our parallel-import vehicles business in the past two fiscal years, because we purchased all of our automobiles via our team of professional purchasing agents from U.S. automobile dealers that had the designated automobile model in stock.
Our PRC customers, namely, Chinese parallel-import car dealers, were responsible for after-sale services for the end consumers of those parallel-import vehicles. 9 Table of Contents Prior to shipping the automobiles, we would generally require PRC customers to make the majority of the amount owed (typically the MSRP amount) upfront via a letter of credit, where the release of payment was contingent upon our submission of a bill of lading and other required documents to the issuing bank underlying the letter of credit for its review.
Prior to shipping the automobiles, we would generally require PRC customers to make the majority of the amount owed (typically the MSRP amount) upfront via a letter of credit, where the release of payment was contingent upon our submission of a bill of lading and other required documents to the issuing bank underlying the letter of credit for its review.
As such, we bore the risk of damage and loss prior to arranging for the shipping of automobiles by third-party logistics service providers, but these risks passed to our PRC customers once the automobile was dispatched on board.
As such, we bore the risk of damage and loss prior to arranging for the shipping of automobiles by third-party logistics service providers, but these risks passed to our PRC customers once the automobile was dispatched on board. Our PRC customers, namely, Chinese parallel-import car dealers, were responsible for after-sale services for the end consumers of those parallel-import vehicles.
They cover the cost of transporting their cargo from their locations to our California warehouse. Once the cargo arrives at our warehouse, our staff inspects it and records details such as contents and final destination in our system. As of the date of this annual report, we lease one warehouse located in Gardena, California, covering approximately 8,800 square feet.
They cover the cost of transporting their cargo from their locations to our California warehouse. Once the cargo arrives at our warehouse, our staff inspects it and records details such as contents and final destination in our system.
Most NVOCCs satisfy this requirement by obtaining an NVOCC Bond. Licensed NVOCCs must maintain a bond in the amount of $75,000. As of the date of this annual report, Edward maintains a bond in the amount of $75,000. ​ 12 Table of Contents
Federal Maritime Commission regulations require that all NVOCCs maintain proof of financial responsibility. Most NVOCCs satisfy this requirement by obtaining an NVOCC Bond. Licensed NVOCCs must maintain a bond in the amount of $75,000. As of the date of this annual report, Edward maintains a bond in the amount of $75,000.
In connection with the IPO, the shares of Class A common stock began trading on the Nasdaq Capital Market under the symbol “CTNT” on August 1, 2023.
On August 3, 2023, we closed our IPO of 78,125 shares of Class A common stock at a price of $64.00 per share. In connection with the IPO, the shares of Class A common stock began trading on the Nasdaq Capital Market under the symbol “CTNT” on August 1, 2023.
In December 2024, we acquired TW & EW Services Inc (“TWEW”), a California-based provider of general labor and logistics services. Through TWEW, we provide general labor services including loading, unloading, and other labor-related activities.
In December 2024, we acquired TW & EW Services Inc (“TWEW”), a California-based provider of general labor and logistics services. Through TWEW, we provide general labor services including loading, unloading, and other labor-related activities. TWEW’s expertise in labor management and logistical support enables the Company to streamline operations, expand service offering, and enhance market position.
Organizational Structure Cheetah Net was originally formed on August 9, 2016 under the laws of the State of North Carolina as a limited liability company known as Yuan Qiu Business Group LLC.
As of the date of this annual report, NexTrade has not been engaged in any business operations. Organizational Structure Cheetah Net Supply Chain Service Inc. (“Cheetah Net”) was originally formed on August 9, 2016 under the laws of the State of North Carolina as a limited liability company known as Yuan Qiu Business Group LLC.
Our primary responsibilities include: (i) cargo storage, (ii) freight forwarding, (iii) U.S. customs clearance, and (iv) labor services and cargo loading and unloading. Customers may engage us for any combination of these services.
By acting as our customers’ U.S. point of contact, we coordinate shipments on their behalf, leveraging our expertise and carrier network to streamline logistics. Our primary responsibilities include: (i) cargo storage, (ii) freight forwarding, (iii) U.S. customs clearance, and (iv) labor services and cargo loading and unloading. Customers may engage us for any combination of these services.
We cooperated with third-party logistics service providers whose primary responsibility was to provide cross-border logistics services, typically by sea, for the delivery of our automobiles to our PRC customers. (II) Logistics and Warehousing Services Logistics and warehousing services is a business line we launched in February 2024.
We cooperated with third-party logistics service providers whose primary responsibility was to provide cross-border logistics services, typically by sea, for the delivery of our automobiles to our PRC customers. 7 Table of Contents Technology and Intellectual Property The success of our business depends on our proprietary technologies.
If a customer opts for our ocean freight service, we will secure space for the cargo through our established network of ocean carriers. As of the date of this annual report, we work with three ocean carriers, each of which had a longstanding partnership with Edward prior to its acquisition and continues to work with us after the acquisition.
As of the date of this annual report, we work with three ocean carriers, each of which had a longstanding partnership with Edward prior to its acquisition and continues to work with us after the acquisition. We enter into master service agreements with ocean carriers, typically lasting for 12 months.
We enter into master service agreements with ocean carriers, typically lasting for 12 months. These service agreements generally contain a minimum quantity commitment (“MQC”), which is the minimum volume of cargo (often measured in 20 and 40-foot equivalent units), that we, as the shipper, must tender to the carrier within the contractual period.
These service agreements generally contain a minimum quantity commitment (“MQC”), which is the minimum volume of cargo (often measured in 20 and 40-foot equivalent units), that we, as the shipper, must tender to the carrier within the contractual period. This arrangement allows us to secure favorable rates and enough space while enabling the carrier to allocate its capacity efficiently.
As of the date of this annual report, we work with nine trucking companies. The ocean carriers and trucking companies serve as our suppliers. U.S. Customs Clearance Before cargo departs the United States, we handle U.S. customs clearance on behalf of the client if engaged to do so.
Customs Clearance Before cargo departs the United States, we handle U.S. customs clearance on behalf of the client if engaged to do so.
Following the downturn in the parallel-import vehicle market, our management decided to pivot toward logistics and warehousing, drawing on the extensive experience we had developed in transporting parallel-import vehicles. In February 2024 and December 2024, we acquired Edward and TWEW, respectively, and have since generated revenue from their existing logistics and warehousing operations.
Our Industry and Business Model (I) Logistics and Warehousing Services Logistics and warehousing services is a business line we launched in February 2024. Following the downturn in the parallel-import vehicle market, our management decided to pivot toward logistics and warehousing, drawing on the extensive experience we had developed in transporting parallel-import vehicles.
To offset the negative impact brought by the decline in the parallel-import vehicle market and to diversify our revenue sources, in February 2024, we acquired Edward Transit Express Group Inc. (“Edward”), a California-based common carrier specializing in ocean transportation services, to start our logistics and warehousing operations.
On March 3, 2025, our board of directors approved the discontinuation of the Company’s parallel-import vehicle business. We shifted its business focus since February 2024 by acquiring Edward Transit Express Group Inc. (“Edward”), a California-based common carrier specializing in ocean transportation services, to start our logistics and warehousing operations.
We began our operations in 2016 as a seller of parallel-import vehicles, sourcing vehicles in the U.S. and selling them in the PRC market. In the PRC, parallel-import vehicles refer to those purchased by dealers directly from overseas markets and imported for sale through channels other than brand manufacturers’ official distribution systems.
(II) Discontinued Operations – Parallel-Import Vehicles We 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.
Because these agreements include a “Dead Freight” penalty, they typically do not offer early termination clauses. Once cargo leaves our warehouse, we coordinate with trucking companies to transport it to the port. According to industry practices, we and the trucking companies typically reach agreements for each service engagement, primarily through email communications, rather than executing formal written service agreements.
If the carrier cannot provide sufficient space, the contract permits a reduction of our MQC obligation by the undelivered volume. Because these agreements include a “Dead Freight” penalty, they typically do not offer early termination clauses. Once cargo leaves our warehouse, we coordinate with trucking companies to transport it to the port.
Our logistics and warehousing business focuses on providing freight forwarding services for clients shipping goods from the U.S. to mainland China or Hong Kong. We operate as a Non-Vessel-Operating Common Carrier (“NVOCC”), bridging the gap between shippers and ocean carriers to facilitate the movement of cargo.
As of December 31, 2025 and 2024, we had an active customer base of 18 and 24 customers for our logistics and warehousing business, respectively. Our logistics and warehousing business focuses on providing freight forwarding services for clients shipping goods from the U.S. to mainland China or Hong Kong.
Generally, our customers lack either the industry knowledge or direct relationships with ocean carriers necessary to secure reliable, cost-effective transportation. By acting as our customers’ U.S. point of contact, we coordinate shipments on their behalf, leveraging our expertise and carrier network to streamline logistics.
We operate as a Non-Vessel-Operating Common Carrier (“NVOCC”), bridging the gap between shippers and ocean carriers to facilitate the movement of cargo. Generally, our customers lack either the industry knowledge or direct relationships with ocean carriers necessary to secure reliable, cost-effective transportation.
Under our logistics and warehousing services, we worked with two independent contractors as of December 31, 2024. These independent contractors provided general labor support for our operations. Under our parallel-import vehicles business, we worked with 389 independent contractors as of December 31, 2023.
Under our logistics and warehousing services, we worked with one independent contractor as of December 31, 2025. These independent contractors provided general labor support for our operations. We believe that we maintain a good working relationship with our employees and our independent contractors, and we have not experienced material labor disputes in the past.
Due to the unfavorable market conditions, our board of directors approved the discontinuation of our parallel-import vehicle business on March 3, 2025.
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, our board of directors formally approved the discontinuation of the parallel-import vehicle business.
In return for our MQC commitment, the carrier reserves space for our shipments at the agreed-upon rates. 10 Table of Contents Ocean freight fees are generally paid at the estimated time of departure. However, we have credit arrangements with certain ocean carriers and, in some cases, settle multiple transactions together on a periodic basis.
Under these agreements, we must submit individual booking requests within the timeframe specified by the agreement. In return for our MQC commitment, the carrier reserves space for our shipments at the agreed-upon rates. Ocean freight fees are generally paid at the estimated time of departure.
See “Item 2. Properties.” Our warehouse is equipped with handling equipment (such as forklifts and pallet jacks) and security measures (such as surveillance cameras and fire sprinkler systems) to protect stored cargo. Freight Forwarding After the cargo is received, customers may choose to either have us ship it or engage another service provider to do so.
As of 3 Table of Contents the date of this annual report, we lease one warehouse located in Gardena, California, covering approximately 8,800 square feet. See “Item 2. Properties.” Our warehouse is equipped with handling equipment (such as forklifts and pallet jacks) and security measures (such as surveillance cameras and fire sprinkler systems) to protect stored cargo.
Unless otherwise indicated, all share and per share amounts presented in this document have been retrospectively adjusted to reflect the reverse stock split as if it had occurred as of the earliest period presented. 2 Table of Contents Our Industry and Business Model (I) Parallel-Import Vehicles Overview For the years ended December 31, 2024 and 2023, we generated revenue primarily from the sales of parallel-import vehicles.
Unless otherwise indicated, all share and per share amounts presented in this document have been retrospectively adjusted to reflect the reverse stock split as if it had occurred as of the earliest period presented. 2 Table of Contents On November 7, 2025, our stockholders approved our Fifth Amended and Restated Articles of Incorporation, which authorized a reverse stock split of the issued shares of our common stock, par value $0.0001 per share, at a ration ranging from 1-for-5 to 1-for-20, as determined at the discretion of our board of directors.
If we fail to meet the MQC, we may be subject to a “Dead Freight” penalty, meaning we must pay the contracted rate for any shortfall in the MQC. If the carrier cannot provide sufficient space, the contract permits a reduction of our MQC obligation by the undelivered volume.
However, we have credit arrangements with certain ocean carriers and, in some cases, settle multiple transactions together on a periodic basis. If we fail to meet the MQC, we may be subject to a “Dead Freight” penalty, meaning we must pay the contracted rate for any shortfall in the MQC.
Item 1. Business. Overview For the year ended December 31, 2024, we generated revenues from two sources: parallel-import vehicles sales and logistics and warehousing services, while parallel-import vehicles segment was our only source of revenue in 2023.
Following the Board’s approval of the discontinuation, no vehicles were sold and no revenue was generated from this segment during the year ended December 31, 2025. For the year ended December 31, 2024, we generated revenue primarily from the sales of parallel-import vehicles.
This strategy allowed us to maintain efficient operations and effective management by keeping the size and scope of our Company within reasonable limits. From 2016 to the first half of 2022, we experienced significant growth in sales volume, revenue, and gross profit due to our core strengths and a favorable economic climate.
In the past, this business contributed significantly to our revenue. Between 2016 and the first half of 2022, we experienced growth in sales volume and gross profit due to favorable market conditions.
For the year ended December 31, 2024, our logistics and warehousing business contributed 21.8% of our total revenue. As of December 31, 2024, we had an active customer base of 24 customers for our logistics and warehousing business, as compared with seven when we initially launched the business in February 2024.
In February 2024 and December 2024, we acquired Edward and TWEW, respectively, and have since generated revenue from their existing logistics and warehousing operations. For the years ended December 31, 2025 and 2024, our logistics and warehousing business contributed 100% and 21.8% of our total revenue, respectively.
Through TWEW, we provide general labor services including loading, unloading, and other labor-related activities. See “—II. Logistics and Warehousing Services.” 3 Table of Contents Our Parallel-Import Vehicles Customers We primarily served two types of customers in our parallel-import vehicles business in the past two fiscal years: (i) PRC customers and (ii) U.S. domestic customers.
This strategy allowed us to maintain efficient operations and effective management by keeping the size and scope of our Company within reasonable limits. Our Parallel-Import Vehicles Customers We primarily served two types of customers in our parallel-import vehicles business in the past two fiscal years: (i) PRC customers and (ii) U.S. domestic customers.
Currently, Allen-Boy is engaged in the parallel-import vehicle business. ● (ii) Pacific Consulting LLC (“Pacific”), a limited liability company organized on January 17, 2019 under the laws of the State of New York, which was acquired by Cheetah Net from Yingchang Yuan for a total consideration of $100 on February 15, 2019.
On June 24, 2025, we dissolved two wholly owned subsidiaries, Pacific Consulting LLC, a limited liability company organized on January 17, 2019, under the laws of the State of New York, and Cheetah Net Logistics LLC, a limited liability company organized on October 12, 2022 under the laws of the State of New York.
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Parallel-import vehicles used to be popular in the PRC because they were generally priced 10% to 15% cheaper than vehicles sold through distribution systems authorized by brand manufacturers.
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Item 1. Business. Overview 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.
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In addition, some overseas models can only be obtained through this channel rather than through the brand manufacturers’ authorized distribution systems as a result of certain regulations that prohibit their production and sale in the PRC due to environmental protection and emission standards.
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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, we experienced growth in sales volume and gross profit in the parallel-import vehicle business due to favorable market conditions.
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For the years ended December 31, 2024 and 2023, parallel-import vehicles contributed 78.2% and 100.0% of our total revenue, respectively.
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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 electric vehicles (“EVs”).
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However, due to the COVID-19 pandemic, lockdowns in the PRC, and weaker customer demand in the PRC caused by deteriorating macroeconomic conditions and a growing preference for domestically produced electric vehicles (“EVs”), our parallel-import vehicle sales volume has been significantly reduced.
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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 303 units in 2023. In addition, we recorded a credit loss of $1.6 million for the year ended December 31, 2024, due to the increasing difficulty in collecting outstanding receivables.
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We sold 14 and 303 vehicles during the years ended December 31, 2024 and 2023, respectively, generating total revenue of $1.6 million and $38.3 million, respectively, representing a decrease of 95.7% from 2023 to 2024.
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As of the date of this annual report, we are undergoing a business transformation of our business model, shifting our business focus from parallel-import vehicle sales to logistics and warehousing services. On December 19, 2024, we acquired 100% membership interest of NexTrade International LLC (“NexTrade”), a Delaware limited liability company for the consideration of $1.
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Pacific did not have any business activities until acquired by Cheetah Net.
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On February 2, 2026, we effected a change in our state of incorporation from the State of North Carolina to the State of Delaware by filing with the Secretary of State of the State of North Carolina the applicable Article of Conversion and by filing with the Secretary of State of the State of Delaware the Delaware Certificate of Conversion and the Delaware Certificate of Incorporation.
Removed
Currently, Entour is engaged in the parallel-import vehicle business. 1 Table of Contents ● (iv) Cheetah Net Logistics LLC (“Logistics”), a limited liability company organized on October 12, 2022 under the laws of the State of New York, whose previous sole member and owner, Hanzhang Li, assigned all his membership interests in Logistics to Cheetah Net for a total consideration of $100 through a membership interest assignment agreement dated October 19, 2022.
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As of the date of this annual report, NexTrade is not engaged in any business operations. ● (vi) 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 annual report, Cheetah BVI is not engaged in any business operations.
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As of the date of this annual report, NexTrade is not engaged in any business operations. On August 3, 2023, we closed our IPO of 78,125 shares of Class A common stock at a price of $64.00 per share.
Added
Our stockholders also approved the Company’s potential issuance in excess of 20% of our outstanding common stock upon the conversion of certain convertible notes at a conversion price per share that is less than the “minimum price” under Nasdaq Listing Rule 5635, if required pursuant to the terms of any such convertible note.
Removed
However, the parallel-import vehicle market has faced significant challenges in recent years. Since the second half of 2023, the market for new luxury vehicles in the PRC has been negatively impacted by weak economic conditions and a shift in consumer demand towards EVs, mainly those produced domestically by PRC manufacturers.
Added
On January 27, 2026, we entered into certain stock purchase agreements with certain investors, pursuant to which we sold and the investors purchased, severally and not jointly, on February 12, 2026, an aggregate of 33,450,000 shares of Class A common stock, par value $0.0001 per share, of the Company in an aggregate amount of $40.14 million.
Removed
Luxury import brand dealers have responded to these threats by discounting the sale price of their vehicles, which has lately prevented us from generating a profit from the sale of parallel import vehicles. These factors, compounded by the lingering effects of the COVID-19 pandemic and lockdowns in the PRC, have significantly impacted our parallel-import vehicle business.
Added
On January 30, 2026, our stockholders approved an amendment to our Articles of Incorporation, to increase the number of Class A common stock authorized to be issued to 2,000,000,000 shares and the number of Class B common stock authorized to be issued to 200,000,000 shares.
Removed
To offset the negative impact brought by the decline in the parallel-import vehicle market and to diversify our revenue sources, in February 2024, we acquired Edward, a California-based common carrier specializing in ocean transportation services, to start our logistics and warehousing operations.
Added
Our stockholders also approved the change of the Company’s state of incorporation from the State of North Carolina to the State of Delaware. Subsequently, on February 2, 2026, we effected the reincorporation from the State of North Carolina to the State of Delaware.
Removed
Beginning in the second quarter of 2024, we increased our marketing staff to pursue new business opportunities and focus on international trade flows between the PRC and the U.S.
Added
On February 3, 2026, our board of directors approved and FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED and Huan Liu, collectively holding shares of Class B common stock, representing approximated 79.16% ‎of the voting power of the issued and outstanding capital stock of the Company on that date, approved through a written consent in lieu of a special meeting of stockholders the following corporate action: The adoption and approval of one or more potential amendments to the Certificate of Incorporation of the Company to effect one or more reverse stock splits of the Company’s issued and outstanding shares of common stock, to be effected at such time or times within 12 months following the stockholders’ approval at such ratio or ratios as shall be determined by the board of directors in its sole discretion, provided that the aggregate ratio of all such reverse stock splits shall not exceed 1-for-500.
Removed
Additionally, in July 2024, we relocated our headquarters from Charlotte, North Carolina, to Irvine, California, which we believe will enable stronger management focus on our logistics and warehousing business due to Irvine’s proximity to the key ports of Los Angeles and Long Beach. Also, in December 2024, we acquired TWEW, a California-based provider of labor and logistics services.
Added
On February 13, 2026, we filed a definitive information statement on Schedule 14C to notify our stockholders as of February 3, 2026 of such corporate action. On March 10, 2026, 20 calendar days after we mailed the definitive information statement, such corporate action became effective.
Removed
We had a total of two and four customers for the years ended December 31, 2024 and 2023, respectively. For the year ended December 31, 2024, our two largest customers accounted for approximately 100% of our total revenue from parallel import vehicles.
Added
Freight Forwarding After the cargo is received, customers may choose to either have us ship it or engage another service provider to do so. If a customer opts for our ocean freight service, we will secure space for the cargo through our established network of ocean carriers.
Removed
For the year ended December 31, 2023, our three largest customers accounted for approximately 98.9% of our total revenue from parallel-import vehicles.
Added
According to industry practices, we and the trucking companies typically reach agreements for each service engagement, primarily through email communications, rather than executing formal written service agreements. As of the date of this annual report, we work with four trucking companies. The ocean carriers and trucking companies serve as our suppliers. U.S.
Removed
As an example of a typical transaction, under a sales contract entered into by and between our Company and a PRC parallel-import vehicle customer, we were required to (i) load the designated automobiles on a vessel by the time of shipment specified in the contract at a U.S. port of loading; (ii) facilitate export customs clearance; (iii) provide the PRC customer with information about the designated automobiles, quantity, invoice amount, vessel name, and departure date, and provide a bill of lading, packaging list, commercial invoice, and other necessary documents; and (iv) ensure that the sold automobiles are brand new.
Added
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 EVs.
Removed
Pursuant to the sales contract, the PRC customer (i) was responsible for import customs clearance and other relevant import issues; (ii) was required to bear all costs and risks once the designated automobiles arrive at the designated port of destination in the PRC; and (iii) was responsible for arranging payment as specified in the contract.
Added
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.
Removed
In the event of any dispute, controversy, or claim arising out of or relating to such sales contracts, both parties agreed (i) they will first try to resolve such disputes through friendly consultation; and that (ii) the validity, interpretation, and implementation of such contracts shall be governed by the laws of the State of North Carolina in the U.S.
Added
The decline accelerated in 2024, and our vehicle sales decreased from 303 units in 2023 to 14 units in 2024, resulting 4 Table of Contents 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 our customers made it increasingly difficult to collect outstanding receivables.
Removed
Similarly, our U.S. customers entered into sales agreements for each automobile sold by us.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAccordingly, if we rely on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq. ​ We are an “emerging growth company” and a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors. ​ We are an “emerging growth company” and a “smaller reporting company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” and “smaller reporting companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our 24 Table of Contents periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. ​ In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
Biggest changeWe are an “emerging growth company” and a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors. ​ We are an “emerging growth company” and a “smaller reporting company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” and “smaller reporting companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. ​ In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards.
In particular, our future plans may subject us to the following additional challenges and constraints: ● we face challenges in ensuring the productivity of newly hired employee, training, and retaining highly skilled personnel, including areas of sales and marketing and information technology for our operations; ● we face challenges in responding to evolving industry standards and government regulation that impact our business and the logistics and warehousing industry in general; ● we have limited experience in logistics and warehousing services, and our expansion into this segment may not be profitable; ● the technological or operational challenges may arise from the new services; ● the execution of our future plans will be subject to the availability of funds to support the relevant capital investment and expenditures; and ● the successful execution of our strategies is subject to factors beyond our control, such as general market conditions, and economic and political developments in the U.S. and globally.
In particular, our future plans may subject us to the following additional challenges and constraints: ● we face challenges in ensuring the productivity of newly hired employee, training, and retaining highly skilled personnel, including areas of sales and marketing and information technology for our operations; ● we face challenges in responding to evolving industry standards and government regulation that impact our business and the logistics and warehousing industry in general; ● we have limited experience in logistics and warehousing services, and our expansion into this segment may not be profitable; ● the technological or operational challenges may arise from the new services; ● the execution of our future plans will be subject to the availability of funds to support the relevant capital investment and expenditures; and 15 Table of Contents ● the successful execution of our strategies is subject to factors beyond our control, such as general market conditions, and economic and political developments in the U.S. and globally.
The potential consequences of a material cybersecurity incident include regulatory violations of applicable U.S. and international privacy and other laws, reputational damage, loss of market value, litigation with third parties (which could result in our exposure to material civil or criminal liability), diminution in the value of the services we provide to our customers, and increased cybersecurity protection and remediation costs (that may include liability for stolen assets or information), which in turn could have a material adverse effect on our competitiveness and results of operations. ​ Our business, financial condition, and reputation may be substantially harmed by security breaches, interruptions, delays, and failures in our systems and operations.
The potential consequences of a material cybersecurity incident include regulatory violations of applicable U.S. and international privacy and other laws, reputational damage, loss of market value, litigation with third parties (which could result in our exposure to material civil or criminal liability), diminution in the value of the services we provide to our customers, and increased cybersecurity protection and remediation costs (that may include liability for stolen assets or information), which in turn could have a material adverse effect on our competitiveness and results of operations. ​ 14 Table of Contents Our business, financial condition, and reputation may be substantially harmed by security breaches, interruptions, delays, and failures in our systems and operations.
We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our common stock held by non-affiliates is equal to or less than $250 million as of the last business day of the most recently completed second fiscal quarter, or (ii) our annual revenue is equal to or less than $100 million during the most recently completed fiscal year and the market value of our common stock held by non-affiliates is equal to or less than $700 million as of the last business day of the most recently completed second fiscal quarter. ​ We cannot predict if investors will find our Class A common stock less attractive because we may rely on these exemptions.
We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our common stock held by non-affiliates is equal to or less than $250 million as of the last business day of the most recently completed second fiscal quarter, or (ii) our annual revenue is equal to or less than $100 million during the most recently completed fiscal year and the market value of our common stock held by non-affiliates is equal to or less than $700 million as of the last business day of the most recently completed second fiscal quarter. ​ 20 Table of Contents We cannot predict if investors will find our Class A common stock less attractive because we may rely on these exemptions.
Any escalation in trade tensions or additional tariffs could disrupt our operations and negatively impact our ability to meet customer demand, posing significant risks to our business. ​ Trading Risks ​ A possible “short squeeze” due to a sudden increase in demand of our Class A common stock that largely exceeds supply may lead to further price volatility in our Class A common stock. ​ Investors may purchase our Class A common stock to hedge existing exposure in our Class A common stock or to speculate on the price of our Class A common stock.
Any escalation in trade tensions or additional tariffs could disrupt our operations and negatively impact our ability to meet customer demand, posing significant risks to our business. ​ 18 Table of Contents Trading Risks ​ A possible “short squeeze” due to a sudden increase in demand of our Class A common stock that largely exceeds supply may lead to further price volatility in our Class A common stock. ​ Investors may purchase our Class A common stock to hedge existing exposure in our Class A common stock or to speculate on the price of our Class A common stock.
As a result, our business and financial performance may be materially and adversely affected. 21 Table of Contents We may from time to time be subject to claims, controversies, lawsuits, and legal proceedings, which could adversely affect our business, prospects, results of operations, and financial condition.
As a result, our business and financial performance may be materially and adversely affected. 17 Table of Contents We may from time to time be subject to claims, controversies, lawsuits, and legal proceedings, which could adversely affect our business, prospects, results of operations, and financial condition.
However, if our clients are able to establish their own logistics and supply chain solutions, increase utilization of their internal resources, reduce their logistics spending, or otherwise choose to discontinue our services, our business, financial condition, and results of operations may be materially and adversely affected. ​ 15 Table of Contents We face risks from fuel price fluctuation.
However, if our clients are able to establish their own logistics and supply chain solutions, increase utilization of their internal resources, reduce their logistics spending, or otherwise choose to discontinue our services, our business, financial condition, and results of operations may be materially and adversely affected. ​ We face risks from fuel price fluctuation.
Our management has concluded that our internal controls and procedures were ineffective at the reasonable assurance level as of December 31, 2024. ​ Our management team cannot guarantee that our internal controls and disclosure controls and procedures will prevent all possible errors.
Our management has concluded that our internal controls and procedures were ineffective at the reasonable assurance level as of December 31, 2025. ​ Our management team cannot guarantee that our internal controls and disclosure controls and procedures will prevent all possible errors.
We have primarily funded our working capital needs from financing activities historically, and there is no assurance that we will always maintain positive cash flow in the near future or at all. As of December 31, 2024 and 2023, we had working capital of approximately $10.2 million and $7.5 million, respectively.
We have primarily funded our working capital needs from financing activities historically, and there is no assurance that we will always maintain positive cash flow in the near future or at all. As of December 31, 2025 and 2024, we had working capital of approximately $7.7 million and $10.2 million, respectively.
Our business relies on a few customers each accounting for more than 10% of our total purchases, and interruption in any of their operations will have an adverse effect on our business, financial condition, and results of operations. During the years ended December 31, 2024 and 2023, we derived most of our revenue from a few customers.
Our business relies on a few customers each accounting for more than 10% of our total purchases, and interruption in any of their operations will have an adverse effect on our business, financial condition, and results of operations. During the year ended December 31, 2024, we derived most of our revenue from a few customers.
Such events could lead to service disruptions, increased operational costs, litigation, and damage to our reputation, all of which could materially adversely affect our financial condition and operating results. ​ 18 Table of Contents Our business and financial condition may be substantially harmed by inventory losses caused by theft, vandalism, or accidents during transportation and/or warehousing.
Such events could lead to service disruptions, increased operational costs, litigation, and damage to our reputation, all of which could materially adversely affect our financial condition and operating results. ​ Our business and financial condition may be substantially harmed by inventory losses caused by theft, vandalism, or accidents during transportation and/or warehousing.
Business—Governmental Regulations.” Edward, a subsidiary of our Company, is currently the holder of an OTI license and is authorized to conduct business as an NVOCC, facilitating the transportation of cargo by water via common carriers between the U.S., its territories or possessions, and foreign countries.
See “Item 1. Business—Governmental Regulations.” Edward, a subsidiary of our Company, is currently the holder of an OTI license and is authorized to conduct business as an NVOCC, facilitating the transportation of cargo by water via common carriers between the U.S., its territories or possessions, and foreign countries.
If we are not able to execute our strategies effectively, or at all, our business, results of operations, and prospects may be materially and adversely affected. ​ 19 Table of Contents If we fail to attract, recruit, or retain our key personnel, including our executive officers, senior management, and key employees, our ongoing operations and growth could be affected.
If we are not able to execute our strategies effectively, or at all, our business, results of operations, and prospects may be materially and adversely affected. ​ If we fail to attract, recruit, or retain our key personnel, including our executive officers, senior management, and key employees, our ongoing operations and growth could be affected.
Such incidents may undermine our customers’ confidence in our ability to provide reliable logistics services, which in turn could have a material and adverse effect on our business and financial condition, and results of operations.
Such incidents may undermine our customers’ confidence in our 12 Table of Contents ability to provide reliable logistics services, which in turn could have a material and adverse effect on our business and financial condition, and results of operations.
Additionally, changes in the cost of insurance or the availability of insurance in the future could substantially 17 Table of Contents increase our costs to maintain our current level of coverage or could cause us to reduce our insurance coverage and increase the portion of our risks that we self-insure.
Additionally, changes in the cost of insurance or the availability of insurance in the future could substantially increase our costs to maintain our current level of coverage or could cause us to reduce our insurance coverage and increase the portion of our risks that we self-insure.
To the 22 Table of Contents extent aggregate short exposure exceeds the number of shares of our Class A common stock available for purchase in the open market, investors with short exposure may have to pay a premium to repurchase our Class A common stock for delivery to lenders of our Class A common stock.
To the extent aggregate short exposure exceeds the number of shares of our Class A common stock available for purchase in the open market, investors with short exposure may have to pay a premium to repurchase our Class A common stock for delivery to lenders of our Class A common stock.
If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A common stock and the trading volume to decline. ​ Anti-takeover provisions in our fourth amended and restated articles of incorporation and our bylaws may discourage, delay, or prevent a change in control.
If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A common stock and the trading volume to decline. ​ Anti-takeover provisions in our certificate of incorporation and our bylaws may discourage, delay, or prevent a change in control.
Moreover, we may also be subject to laws and regulations involving taxes, tariffs, pricing, content protection, electronic contracts and communications, mobile communications, consumer protection, and information-reporting requirements, as well as privacy laws, anti-money laundering laws, 20 Table of Contents and federal and state wage-hour, anti-discrimination, and other employment practices laws.
Moreover, we may also be subject to laws and regulations involving taxes, tariffs, pricing, content protection, electronic contracts and communications, mobile communications, consumer protection, and information-reporting requirements, as well as privacy laws, anti-money laundering laws, and federal and state wage-hour, anti-discrimination, and other employment practices laws.
For example, the exportation aspect of our business is subject to the Code of Federal Regulation’s requirements for exportation under 19 CFR § 192.2 and the inspection of Customs. Moreover, the Federal Maritime Commission issues licenses to qualified OTIs in the U.S. and requires that all OTIs be bonded or provide other proof of financial responsibility. See “Item 1.
For example, the exportation 16 Table of Contents aspect of our business is subject to the Code of Federal Regulation’s requirements for exportation under 19 CFR § 192.2 and the inspection of Customs. Moreover, the Federal Maritime Commission issues licenses to qualified OTIs in the U.S. and requires that all OTIs be bonded or provide other proof of financial responsibility.
In 2019, the RMB appreciated by approximately 1.9% against the U.S. dollar. In 2020, RMB appreciated by approximately 6.9% against the U.S. dollar. In 2021, RMB depreciated approximately 2.6% against the U.S. dollar. During the year ended December 31, 2022, RMB rapidly depreciated against the U.S. dollar by approximately 9.0%.
In 2019, the RMB appreciated by approximately 1.9% against the U.S. dollar. In 2020, RMB appreciated by approximately 6.9% against the U.S. dollar. In 2021, RMB depreciated approximately 2.6% against the U.S. dollar. During the year ended December 31, 2022, RMB 10 Table of Contents rapidly depreciated against the U.S. dollar by approximately 9.0%.
From time to time, there may be a shortage of skilled labor in the logistics and warehousing industry in which we operate. As of December 31, 2024, we had 13 full-time employees, including six foreign employees who currently do not have permanent work permits in the U.S.
From time to time, there may be a shortage of skilled labor in the logistics and warehousing industry in which we operate. As of December 31, 2025, we had 12 full-time employees, including four foreign employees who currently do not have permanent work permits in the U.S.
Operational Risks We are undergoing a transformation of our business model, which could have a material and adverse effect on our business, financial condition, and results of operations. We are shifting our business focus from parallel-import vehicle sales to logistics and warehousing services.
Operational Risks We have discontinued our parallel-import vehicle sales business and are transforming our operations to focus on logistics and warehousing services, which could have a material and adverse effect on our business, financial condition, and results of operations. We have shifted our business focus from parallel-import vehicle sales to logistics and warehousing services.
Any failure to comply with these laws and regulations may result in the assessment of administrative, civil or criminal penalties, the imposition of investigatory remedial obligations or the issuance of injunctions limiting or prohibiting our operations.
We are also subject to laws and regulations affecting public companies, including securities laws and exchange listing rules. Any failure to comply with these laws and regulations may result in the assessment of administrative, civil or criminal penalties, the imposition of investigatory remedial obligations or the issuance of injunctions limiting or prohibiting our operations.
Furthermore, such unethical, unprofessional, or even criminal behavior by employees could damage our reputation, result in fines, penalties, restitution, or other damages, and lead to the loss of current and future customers, all of which would adversely affect our business, financial condition, and results of operations.
Furthermore, such unethical, unprofessional, or even criminal behavior by employees could damage our reputation, result in fines, penalties, restitution, or other damages, and lead to the loss of current and future customers, all of which would adversely affect our business, financial condition, and results of operations. 13 Table of Contents Our insurance does not fully cover all of our operational risks, and changes in the cost of insurance or the availability of insurance could materially increase our insurance costs or result in a decrease in our insurance coverage.
If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Class A common stock, the price of our Class A common stock and trading volume could decline. ​ Any trading market for our Class A common stock may depend in part on the research and reports that industry or securities analysts publish about us or our business.
These quotation services are generally considered to be markets that are less efficient and that provide less liquidity in the shares than the Nasdaq Capital Market. ​ 19 Table of Contents If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Class A common stock, the price of our Class A common stock and trading volume could decline. ​ Any trading market for our Class A common stock may depend in part on the research and reports that industry or securities analysts publish about us or our business.
In certain instances, our insurance may not fully cover an insured loss depending on the magnitude and nature of the claim.
We currently have insurance on our real property, vehicles, and personal property, general liability insurance, workers compensation, and employer liability insurance. In certain instances, our insurance may not fully cover an insured loss depending on the magnitude and nature of the claim.
This announcement has undermined confidence in trade relations between China and the U.S. We are currently evaluating the overall impact of the recently imposed additional tariffs, including whether these regulations could materially and negatively affect our business. The evolving regulatory landscape and potential for further tariff adjustments or trade restrictions create uncertainty.
We are currently evaluating the overall impact of the recently imposed additional tariffs, including whether these regulations could materially and negatively affect our business. The evolving regulatory landscape and potential for further tariff adjustments or trade restrictions create uncertainty. Compliance with tariff-related regulations, including classification and valuation requirements, may increase operational complexity and costs.
Service disruptions due to automated facility failures, insufficient capacity during peak freight periods, force majeure events, third-party interference or disputes, employee misconduct, strikes, government inspections, orders, mandates, and temporary or permanent shutdowns could cause our shipments to be canceled or delayed and increase our storage costs, both of which could have a materially adverse effect on our business, financial condition, and results of operations.
Service disruptions due to automated facility failures, insufficient capacity during peak freight periods, force majeure events, third-party interference or disputes, employee misconduct, strikes, government inspections, orders, mandates, and temporary or permanent shutdowns could cause our shipments to be canceled or delayed and increase our storage costs, both of which could have a materially adverse effect on our business, financial condition, and results of operations. 11 Table of Contents If our clients are able to reduce their logistics and supply chain costs or increase utilization of their internal solutions, our business and results of operations may be materially and adversely affected. ​ Clients often rely on logistics companies because developing in-house logistics and supply chain capabilities is costly, requires specialized expertise, and can lead to operational inefficiencies.
Some provisions of our fourth amended and restated articles of incorporation, which became effective on September 30, 2024, and our bylaws, which became effective on July 28, 2022, may discourage, delay, or prevent a change in control of our Company or management that stockholders may consider favorable, including, among other things, the following: ● provisions that authorize our board of directors to issue shares with preferred, deferred, or other special rights or restrictions without any further vote or action by our stockholders; and ● provisions that restrict the ability of our stockholders to call meetings and to propose special matters for consideration at stockholder meetings.
Some provisions of our certificate of incorporation and our bylaws, which became effective on February 2, 2026, may discourage, delay, or prevent a change in control of our Company or management that stockholders may consider favorable, including, among other things, the following: ● provisions that authorize our board of directors to issue shares with preferred stock in one or more series and to fix the designation, voting powers, preferences, or other special rights or restrictions without any further vote or action by our stockholders; and ● provisions that restrict the ability of our stockholders to call special meetings and that limit the business that may be conducted at special meetings to the matters described in the meeting notice.
Additionally, any potential executive actions or legislation related to international trade that may be enacted could adversely affect the profitability and feasibility of Sino-American trade, which, in turn, could negatively impact our business. Recently, U.S. President Donald J. Trump announced that the U.S. would impose an additional 20% tariff on Chinese imports starting March 4, 2025.
Additionally, any potential executive actions or legislation related to international trade that may be enacted could adversely affect the profitability and feasibility of Sino-American trade, which, in turn, could negatively impact our business. Beginning in March 2025, following increases in U.S. tariffs on certain Chinese imports, the PRC government announced and implemented retaliatory measures against U.S.-origin goods.
Some of these major customers are engaged in the parallel-import vehicle business with us, a business we have discontinued.
We cannot guarantee that we will continue to maintain business cooperation with these major customers at the same level or at all. Some of these major customers are engaged in the parallel-import vehicle business with us, a business we have discontinued.
During the year ended December 31, 2023, we sold 303 vehicles, generating revenue of $38.3 million. In February 2024, we acquired Edward to expand our logistics and warehousing service operations. Beginning in the second quarter of 2024, we increased our marketing staff to pursue new business opportunities and to focus on international trades between the PRC and the U.S.
Beginning in the second quarter of 2024, we increased our marketing staff to pursue new business opportunities and to focus on international trades between the PRC and the U.S. In December 2024, we acquired TWEW to further expand our logistics services.
If we are unable to adapt business strategies or maintain adequate financial and operational flexibility in response to fluctuations caused by these events, our business, financial condition, and results of operations could be materially and adversely affected.
If we are unable to adapt business strategies or maintain adequate financial and operational flexibility in response to fluctuations caused by these events, our business, financial condition, and results of operations could be materially and adversely affected. 9 Table of Contents We are in the competitive logistics and warehousing industry, and we may not be able to compete successfully against existing or new competitors, which could reduce our market share and adversely affect our competitive position and financial performance.
Since the second half of 2022, our parallel-import vehicle business has been negatively impacted by the COVID-19 pandemic, lockdowns in the PRC, and weaker customer demand in the PRC due to deteriorating macroeconomic conditions. During the year ended December 31, 2024, we sold 14 vehicles, generating revenue of $1.6 million.
Since the second half of 2022, our parallel-import vehicle business has been negatively impacted by the COVID-19 pandemic, lockdowns in the PRC, and weaker customer demand in the PRC due to deteriorating macroeconomic conditions. On March 3, 2025, our board of directors formally approved the discontinuation of the parallel-import vehicle business.
We compete directly with other local, regional, national, and international logistics providers on the following bases: ● service pricings; ● quality of services; ● transportation speed; and ● service offerings. 13 Table of Contents Convenience and reliability are a major concern for logistics and warehousing services users; customers tend to select a brand with a relatively large market share and proven reputation.
Convenience and reliability are a major concern for logistics and warehousing services users; customers tend to select a brand with a relatively large market share and proven reputation.
The logistics and warehousing industry in the U.S. is competitive and rapidly evolving, with many new companies joining the competition in recent years.
The logistics and warehousing industry in the U.S. is competitive and rapidly evolving, with many new companies joining the competition in recent years. We compete directly with other local, regional, national, and international logistics providers on the following bases: ● service pricings; ● quality of services; ● transportation speed; and ● service offerings.
If that occurs, or if the exchange rate between the RMB and USD fluctuates in an unanticipated manner, our business, financial condition, and results of operations could be materially adversely affected. 14 Table of Contents If the PRC government imposes further restrictions and limitations on our PRC customers’ ability to transfer or distribute cash from the PRC to the U.S., our business, financial condition, and results of operations could be materially adversely affected.
Our clients who need to convert RMB into USD for payment may choose not to engage us due to exchange rate considerations. If that occurs, or if the exchange rate between the RMB and USD fluctuates in an unanticipated manner, our business, financial condition, and results of operations could be materially adversely affected.
For the year ended December 31, 2024, our two largest clients accounted 87.7% and 12.3% of our total revenue, respectively. For the year ended 16 Table of Contents December 31, 2023, our three largest clients accounted for 53.2%, 25.5%, and 20.2% of our total revenue, respectively.
For the year ended December 31, 2024, our two largest clients accounted 87.7% and 12.3% of our total revenue, respectively. We can lose a major customer due to a variety of factors, including our inability to provide satisfying logistics and warehousing services.
In December 2024, we acquired TWEW to further expand our logistics services. These strategic actions are expected to significantly alter our revenue structure and could, if unsuccessful, materially and adversely affect our business, financial condition, and results of operations.
Our transformation has significantly altered, and will continue to alter, our revenue composition, cost structure, operational focus, and risk profile. If we are unable to successfully execute our business transformation, integrate acquired businesses, or achieve anticipated operational efficiencies and synergies, our business, financial condition, and results of operations could be materially and adversely affected.
Removed
We are in the competitive logistics and warehousing industry, and we may not be able to compete successfully against existing or new competitors, which could reduce our market share and adversely affect our competitive position and financial performance.
Added
As a result of the discontinuation of this business line, we will no longer generate revenue from vehicle sales and will rely primarily on our logistics and warehousing services for future revenue In February 2024, we acquired Edward to expand our logistics and warehousing service operations.
Removed
Our clients who need to convert RMB into USD for payment may choose not to engage us due to exchange rate considerations.
Added
Effective March 10, 2025, the PRC imposed additional tariffs on a range of U.S. products, including agricultural commodities and other merchandise. In April 2025, China further escalated its response by increasing certain retaliatory tariff rates and implementing additional non-tariff measures, such as export controls, trade restrictions, and regulatory actions affecting U.S. companies and products.
Removed
The PRC government has imposed controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of the PRC.
Added
In October 2025, the U.S. and the PRC announced a temporary trade understanding under which certain retaliatory tariffs and non-tariff measures were suspended or paused. However, these measures remain subject to change, and there can be no assurance that previously suspended tariffs will not be reinstated or that additional trade restrictions will not be imposed in the future.
Removed
For instance, the Circular on Promoting the Reform of Foreign Exchange Management and Improving Authenticity and Compliance Review, or “SAFE Circular 3,” issued on January 26, 2017, provides that banks shall, when dealing with dividend remittance transactions from a domestic enterprise to its offshore shareholders of more than $50,000, review the relevant board resolutions, original tax filing form, and audited financial statements of such domestic enterprise based on the principle of genuine transaction.
Removed
There is no guarantee that the PRC government will not further intervene or impose other restrictions on our PRC customers’ ability to transfer or distribute cash outside the PRC.
Removed
In the event that the foreign exchange control system prevents our PRC customers from remitting their payments to the U.S., we may not be able to receive a substantial portion of our revenue. As a result, our business, financial condition, and results of operations may be adversely affected.
Removed
If our clients are able to reduce their logistics and supply chain costs or increase utilization of their internal solutions, our business and results of operations may be materially and adversely affected. Clients often rely on logistics companies because developing in-house logistics and supply chain capabilities is costly, requires specialized expertise, and can lead to operational inefficiencies.
Removed
We can lose a major customer due to a variety of factors, including our inability to provide satisfying logistics and warehousing services. We cannot guarantee that we will continue to maintain business cooperation with these major customers at the same level or at all.
Removed
Our insurance does not fully cover all of our operational risks, and changes in the cost of insurance or the availability of insurance could materially increase our insurance costs or result in a decrease in our insurance coverage. We currently have insurance on our real property, vehicles, and personal property, general liability insurance, workers compensation, and employer liability insurance.
Removed
For example, under the Immigration and Nationality Act, a foreign national is eligible for employment authorization in the U.S. only with an employment-related green card (permanent residency), an exchange visitor work and study visa, or a temporary (non-immigrant) worker visa, such as an H-1B visa.
Removed
In particular, the H-1B visa is a nonimmigrant work visa that allows U.S. employers to hire foreign workers for specialty jobs that require a bachelor’s degree or equivalent. H-1B status can be granted initially for up to three years and can be extended for another three years.
Removed
H-1B holders who reach that six-year maximum must leave the U.S. and remain outside for at least one year before being eligible for a new six years of H-1B.
Removed
As of December 31, 2024, we had 13 full-time employees, including six foreign employees who do not have permanent work permits in the U.S. and currently work under H-1B visas or student visas.
Removed
In the event that some of our employees’ temporary work permits expire, we may face increased turnover rates and labor shortages, which could result in higher labor costs.
Removed
See “—Operational Risks—Our ongoing operations and growth may be affected by the high percentage of foreign employees who do not have permanent work permits in the U.S., which may increase our turnover ratio.” We are also subject to laws and regulations affecting public companies, including securities laws and exchange listing rules.
Removed
Compliance with tariff-related regulations, including classification and valuation requirements, may increase operational complexity and costs.
Removed
These quotation services are generally considered to be markets that are less efficient and that provide less liquidity in the shares than the Nasdaq Capital Market. ​ The dual class structure of our common stock has the effect of concentrating voting control with our Chief Executive Officer, and his interests may not be aligned with the interests of our other stockholders. ​ We have a dual-class voting structure consisting of Class A and Class B common stock.
Removed
Under this structure, holders of Class A common stock are entitled to one vote per share of Class A common stock, and holders of Class B common stock are entitled to 15 votes per share of Class B common stock, which may cause the holders of Class B common stock to have an unbalanced, higher concentration of voting power.
Removed
As of the date of this annual report, Mr. Huan Liu, our Chief Executive Officer and the sole stockholder of Class B common stock, beneficially owns 546,875 shares, or 100%, of our issued Class B common stock, representing approximately 75.4% of 23 Table of Contents the voting rights in our Company.
Removed
As a result, until such time as his voting power is below 50%, Mr. Huan Liu as the controlling stockholder has substantial influence over our business, including decisions regarding mergers, consolidations, and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions.
Removed
He may take actions that are not in the best interests of us or our other stockholders. These corporate actions may be taken even if they are opposed by our other stockholders.
Removed
Further, such concentration of voting power may discourage, prevent, or delay the consummation of transactions that stockholders may consider favorable, including ones in which stockholders might otherwise receive a premium for their shares. Future issuances of shares of Class B common stock may also be dilutive to the holders of Class A common stock.
Removed
As a result, the market price of our Class A common stock could be adversely affected.
Removed
Since we are deemed a “controlled company” within the meaning of the Nasdaq listing rules, we are allowed to follow certain exemptions from certain corporate governance requirements that could adversely affect our public stockholders. ​ As of the date of this annual report, our largest stockholder, Mr.
Removed
Huan Liu, holds more than a majority of the voting power of our outstanding common stock shares and is able to determine all matters requiring approval by our stockholders.
Removed
Under the Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to phase in its compliance with the independent committee requirements.
Removed
Although we do not intend to rely on the “controlled company” exemptions under the Nasdaq listing rules even though we are deemed a “controlled company,” we could elect to rely on these exemptions in the future.
Removed
If we were to elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+0 added−2 removed4 unchanged
Biggest changeThese efforts include a wide range of activities, assessments, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. We also have a process to review certain third-party information technology service providers and vendors, including through contractual requirements and proactive threat intelligence monitoring, as appropriate.
Biggest changeWe also have a process to review certain third-party information technology service providers and vendors, including through contractual requirements and proactive threat intelligence monitoring, as appropriate. However, cybersecurity incidents, if they occur, depending on their nature, could lead to the loss, destruction, or unavailability of critical and confidential data, impacting our operations and potentially harming our reputation.
The management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel and threat intelligence and other information obtained from governmental, public, or private sources.
The management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel and threat intelligence and other information obtained from governmental, public, or private sources. 21 Table of Contents
As of the date of this annual report, we are not aware of any cybersecurity incidents, that have had a materially adverse effect on our operations, business, results of operations, or financial condition.
This could result in customer distrust, termination of partnerships, significant remediation costs, and legal liabilities. As of the date of this annual report, we are not aware of any cybersecurity incidents, that have had a materially adverse effect on our operations, business, results of operations, or financial condition.
In particular, we have implemented a cybersecurity risk management program, in accordance with our risk profile and business size, which is designed to detect, identify, assess, and respond to current and emerging cybersecurity threats.
We have implemented various measures, such as access controls, data encryption, and vulnerability assessments, to prevent and mitigate cybersecurity risks and incidents. In particular, we have implemented a cybersecurity risk management program, in accordance with our risk profile and business size, which is designed to detect, identify, assess, and respond to current and emerging cybersecurity threats.
Our cybersecurity risk management program is supported by third-party information technologies and vendors, including Squarespace and Google Workspace, which assist us with information technology system monitoring, detection, and response support services.
Our cybersecurity risk management program is supported by third-party information technologies and vendors, including Squarespace and Google Workspace, which assist us with information technology system monitoring, detection, and response support services. We also leverage third-party information technology service providers to monitor and evaluate our cybersecurity posture through vulnerability scans, penetration tests, and cybersecurity risk reviews and assessments.
Our operations involve collecting and storing customer information in cloud systems, such as Google Drive, and we rely on third-party providers, such as Google, whose systems may encounter interruptions and/or cybersecurity incidents. Our parallel import vehicle business depended on the continuous functioning of our OA System, which tracked order status and monitored business workflows.
Our operations involve collecting and storing customer information in cloud systems, such as Google Drive, and we rely on third-party providers, such as Google, whose systems may encounter interruptions and/or cybersecurity incidents. Our logistics and warehousing business relies on the functioning of our freight forwarding software, GoFreight. The secure handling of information is crucial, particularly for tracking automobile orders.
We also leverage third-party information technology service providers to monitor and evaluate our cybersecurity posture through vulnerability scans, penetration 25 Table of Contents tests, and cybersecurity risk reviews and assessments. We engage in the assessment and testing of our cybersecurity risk management program, policies, standards, processes, and practices that are designed to address cybersecurity threats and incidents.
We engage in the assessment and testing of our cybersecurity risk management program, policies, standards, processes, and practices that are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities, assessments, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning.
Removed
Similarly, our logistics and warehousing business relies on the functioning of our freight forwarding software, GoFreight. The secure handling of information is crucial, particularly for tracking automobile orders. We have implemented various measures, such as access controls, data encryption, and vulnerability assessments, to prevent and mitigate cybersecurity risks and incidents.
Removed
However, cybersecurity incidents, if they occur, depending on their nature, could lead to the loss, destruction, or unavailability of critical and confidential data, impacting our operations and potentially harming our reputation. This could result in customer distrust, termination of partnerships, significant remediation costs, and legal liabilities.

Item 2. Properties

Properties — owned and leased real estate

4 edited+1 added−0 removed5 unchanged
Biggest changeThe current lease term is from October 1, 2024, to September 30, 2025, with a monthly rent of $535. This office is the address for our dealer license. Pacific, one of our subsidiaries, leased an office in New York City, New York, from an independent third party, Executive Workspace LLC, with an area of approximately 1,692 square feet.
Biggest changeThe current lease term is from October 1, 2025, to September 30, 2026, with a monthly rent of $565. This office is the address for our dealer license.
The leased warehousing facility enhances our logistics capabilities and operational efficiency. We believe that the offices and warehouses we currently lease are adequate to meet our needs for the foreseeable future. 26 Table of Contents
The leased warehousing facility enhances our logistics capabilities and operational efficiency. We believe that the offices and warehouses we currently lease are adequate to meet our needs for the foreseeable future.
On September 26, 2023, we amended the lease to include an additional office space of approximately 1,591 square. The lease expired on August 31, 2024. Edward, which became one of our subsidiaries on February 2, 2024, had previously been in a collaborative partnership with us as providers for vehicle storage and logistics services throughout the year ended December 31, 2023.
Edward, which became one of our subsidiaries on February 2, 2024, had previously been in a collaborative partnership with us as providers for vehicle storage and logistics services throughout the year ended December 31, 2023.
As of the date of this annual report, we have ceased to pay rent per the Company’s legal counsel advice. Allen-Boy, one of our subsidiaries, leases office space for its business operations in Charlotte, North Carolina, from an independent third party, Sounder Properties Inc., with an area of approximately 225 square feet.
As of December 31, 2025, based on these developments, the Company believes that its remaining obligations under the lease have been effectively terminated. Allen-Boy, one of our subsidiaries, leases office space for its business operations in Charlotte, North Carolina, from an independent third party, Sounder Properties Inc., with an area of approximately 225 square feet.
Added
Starting from February 2025, we ceased to pay rent per the Company’s legal counsel advice. The Company reviewed the landlord’s internal tenant management system and confirmed that the Company had been removed as an active tenant from the landlord’s system in December 2025, and all the outstanding invoices from February to December 2025 had also been reversed.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed1 unchanged
Biggest changeWe 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 4. Mine Safety Disclosures Not applicable. ​ 27 Table of Contents PART II
Biggest changeWe 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 4. Mine Safety Disclosures Not applicable. ​ 22 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

2 edited+3 added−9 removed8 unchanged
Biggest changeWe 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). 28 Table of Contents Our public offering on best efforts basis closed on May 15 , 2024 (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.
Biggest changeWe 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). 23 Table of Contents 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 receivable.
Holders of Record As of March 11, 2025, we had 2,672,011 shares of Class A common stock issued and outstanding held by seven stockholders of record, not including beneficial holders whose shares are held in names other than their own.
Holders of Record As of March 19, 2026, we had 36,177,712 shares of Class A common stock issued and outstanding held by 18 stockholders of record, not including beneficial holders whose shares are held in names other than their own.
Removed
Dividend Policy As of the date of this annual report, we have not paid any cash dividends on our Class A or Class B common stock.
Added
Dividend Policy We have not paid any dividends to date, nor do we have current plans to pay any cash dividends on our common stock for the foreseeable future and instead intend to retain earnings, if any, for future operations, expansion, and debt repayment. However, in the future, we may change this policy and choose to pay dividends.
Removed
We are organized under the North Carolina Business Corporation Act, which prohibits the payment of a dividend if, after giving it effect, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved, to satisfy the preferential rights upon dissolution of any preferred stockholders.
Added
Under Delaware law, our board of directors may declare dividends only to the extent of our surplus (which is defined as total assets at fair market value minus total liabilities, minus statutory capital) or, if there is no surplus, out of our net profits for the then current and/or immediately preceding fiscal year.
Removed
Our board of directors may decide to pay dividends in the future. Any determination by our board of directors to pay dividends in the future to stockholders will be dependent upon our operational results, financial condition, capital requirements, business projections, general business conditions, statutory and regulatory restrictions, and any other factors deemed appropriate by our board of directors.
Added
These financing activities are intended to optimize cash utilization by generating interest income while preserving capital flexibility for future operational needs or strategic initiatives. Recent Purchases of Equity Securities None. Item 6. [Reserved].
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
As of the date of this annual report, we have used approximately $7.2 million for working capital and other general corporate purposes in support of our current business. We intend to use the remaining proceeds from the May Offering in the manner disclosed in our registration statement on Form S-1, as amended (File Number 333-276300).
Removed
Recent Purchases of Equity Securities None. Item 6. [Reserved]. ​ 29 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

72 edited+31 added−35 removed51 unchanged
Biggest changeWe will continue to focus on improving operational efficiencies and expanding our market presence of the two acquired businesses in the California area. 32 Table of Contents Operating Expenses General and Administrative Expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, Change ​ ​ 2024 2023 Amount % ​ General and Administrative Expenses ​ ​ ​ Payroll and Benefits ​ $ 1,209,633 ​ $ 692,729 ​ $ 516,904 74.6 % Rental and Leases ​ 545,441 ​ 268,801 ​ 276,640 102.9 % Travel and Entertainment ​ 123,073 ​ 65,533 ​ 57,540 87.8 % Legal and Accounting Fees ​ 796,921 ​ 764,375 ​ 32,546 4.3 % Recruiting Fees ​ 150,190 ​ 10,367 ​ 139,823 1,348.7 % Bank charges and fees ​ 8,659 ​ 50,844 ​ (42,185) (83.0) % Insurance Expenses ​ 318,636 ​ 155,787 ​ 162,849 104.5 % Depreciation and Amortization Expenses ​ 80,328 ​ — ​ 80,328 N/A ​ Others ​ 408,832 ​ 182,077 ​ 226,755 124.5 % Total General and Administrative Expenses ​ $ 3,641,713 ​ $ 2,190,513 ​ $ 1,451,200 66.3 % ​ General and administrative expenses for our continuing operations increased by $1.4 million, or 66.3%, to $3.6 million for the year ended December 31, 2024 from $2.2 million for the year ended December 31, 2023, primarily due to (i) an increase of $0.5 million in personnel-related expenses which was attributed to the hiring of additional staff to support the newly launched logistics and warehousing segment, and labor services segment, (ii) an increase of $0.3 million in rental and leases following the acquisition of Edward with the addition of a new office workspace in California, (iii) an increase of $0.1 million in recruiting expenses associated with the development of new business lines, aligning with the Company’s strategic shift towards logistics and warehousing, (iv) an increase of $0.2 million in insurance expenses due to higher costs associated with directors and officers insurance, (v) an increase of $0.1 million in depreciation and amortization expenses, primarily due to the acquisition of new fixed assets and additional intangible assets, as detailed in Notes 6 & 8, and (vi) an increase of $0.2 million in other miscellaneous general and administration expenses during the year ended December 31, 2024.
Biggest changeOperating Expenses General and Administrative Expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​Change ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % ​ General and Administrative Expenses ​ ​ ​ ​ ​ ​ ​ Payroll and Benefits ​ $ 1,240,571 ​ $ 1,209,633 ​ $ 30,938 2.6 % Rental and Leases ​ 746,816 ​ 545,441 ​ 201,375 36.9 % Travel and Entertainment ​ 108,416 ​ 123,073 ​ (14,657) (11.9) % Legal and Accounting Fees ​ 730,631 ​ 796,921 ​ (66,290) (8.3) % Recruiting Fees ​ 11,871 ​ 150,190 ​ (138,319) (92.1) % Bank charges and fees ​ 3,526 ​ 8,659 ​ (5,133) (59.3) % Insurance Expenses ​ 240,285 ​ 318,636 ​ (78,351) (24.6) % Depreciation and Amortization Expenses ​ 147,254 ​ 80,328 ​ 66,926 83.3 % Others ​ 398,056 ​ 408,832 ​ (10,776) (2.6) % Total General and Administrative Expenses ​ $ 3,627,426 ​ $ 3,641,713 ​ $ (14,287) (0.4) % ​ 27 Table of Contents General and administrative expenses for our continuing operations decreased by $14,287, or 0.4%, for the year ended December 31, 2025, primarily due to (i) a decrease of $138,319 in recruiting expenses as the prior-year period included significant hiring expenses associated with the launch of our logistics and warehousing segment, (ii) a decrease of $78,351 in insurance expenses resulting from a less expensive insurance provider, (iii) a decrease of $66,290 in legal and accounting fees as we incurred additional professional fees for preparing registration statements on Form S-3 and Form S-8 during the year ended December 31, 2024, (iv) a decrease of $14,657 in travel and entertainment expenses related to business development efforts and client engagement, and (v) a decrease of $10,776 in other miscellaneous general and administration expenses during the year ended December 31, 2025, partially offset by (vi) an increase of $201,375 in rental and leases, which was primarily due to the relocation of our headquarters to California in July 2024, (vii) an increase of $66,926 in depreciation and amortization expenses, primarily due to the acquisition of new fixed assets and additional intangible assets, as detailed in NOTES 6 & 8, and (ⅷ) an increase of $30,938 in payroll and benefits expense, which was reflecting the full-year impact in 2025 of personnel hired during mid-2024 to support the Company’s newly launched logistics and warehousing and labor services segments.
Investing Activities Net cash used in investing activities from continuing operations was approximately $6.1 million for the year ended December 31, 2024, including (i) approximately $0.3 million in cash paid for the Edward and TWEW acquisitions, net of cash acquired, (ii) purchase of fixed assets of $0.4 million, (iii) $6.3 million in short-term loans lent to third parties, and offset by (iv) $0.9 million proceeds of repayment from short-term loans lent to third parties.
Net cash used in investing activities from continuing operations was approximately $6.1 million for the year ended December 31, 2024, including (i) approximately $0.3 million in cash paid for the Edward and TWEW acquisitions, net of cash acquired, (ii) purchase of fixed assets of $0.4 million, (iii) $6.3 million in short-term loans lent to third parties, and offset by (iv) $0.9 million proceeds of repayment from short-term loans lent to third parties.
The negative cash flow was primarily due to (i) a net loss of $3.2 million during the year ended December 31, 2024; (ii) an increase of $0.3 million in deferred income tax benefits; and (iii) an increase of $0.3 million in other receivables and a decrease of $0.2 million in operating lease liabilities, partially offset by (iv) an increase of $0.3 million in amortization of operating lease right-of-use assets, and $0.3 million in share-based compensation expenses, respectively.
The negative cash flow was primarily due to (i) a net loss of $3.2 million during the year ended December 31, 2024; (ii) an increase of $0.3 million in deferred income tax benefits; and (iii) an increase of $0.3 million in other receivables and a decrease of $0.2 million in operating lease liabilities, partially offset by (iv) an increase of $0.3 million in amortization of operating lease right-of-use assets, and $0.3 million in share-based compensation expenses.
Since, 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.
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.
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.
For overseas sales, the Company sells vehicles under Cost and Freight 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 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 as of December 31, 2024 and 2023.
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 as of December 31, 2025 and 2024.
As of 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.
As of December 31, 2025, 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 2026. Based on this evidence, realization of deferred tax assets is not considered more-likely-than-not at this time.
In 2024, as we fully exited our parallel-import vehicle business, all financial results related to this segment have been reclassified as discontinued operations in accordance with ASC 205-20, Presentation of Financial Statements — Discontinued Operations. For further details, please refer to Note 5 — Discontinued Operations.
In 2025, as we fully exited our parallel-import vehicle business, all financial results related to this segment have been reclassified as discontinued operations in accordance with ASC 205-20, Presentation of Financial Statements — Discontinued Operations. For further details, please refer to NOTE 5 — Discontinued Operations.
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 42 Table of Contents 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.
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.
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. 40 Table of Contents 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.
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. 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.
Shareholders, directors, and employees of the Company receive remuneration in the form of share- 39 Table of Contents 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.
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 effect of a change in tax rates on deferred tax assets and liabilities is recognized as income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized.
The effect of a change in tax rates on deferred tax assets and liabilities is recognized as income in the period that includes the enactment date. 34 Table of Contents The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized.
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 December 31, 2024 and 2023 based upon the short-term nature of the assets and liabilities.
Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, loan receivable, loans payable, and other payables and other current liabilities, approximated the fair value of the respective assets and liabilities as of December 31, 2025 and 2024 based upon the short-term nature of the assets and liabilities.
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, 38 Table of Contents and there is no separately identifiable other promise in the contracts.
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 applied level 3 to obtain the fair value of intangible assets and goodwill. See NOTE 8 — Intangible Asset and Goodwill.
The Company applied level 3 to obtain the fair value of intangible assets and goodwill. See NOTE 8 — Intangible Asset and Goodwill. The Company applied level 3 to obtain the fair value of loan receivable.
The Company records interest and penalties related to an uncertain tax position, is and when required, as part of income tax expenses in the consolidated statements of operations. The Company does not believe that there were any uncertain tax positions as of December 31, 2024 and 2023.
The Company records interest and penalties related to an uncertain tax position, if and when required, as part of income tax expenses in the consolidated statements of operations. The Company does not believe that there were any uncertain tax positions as of December 31, 2025 and 2024.
Results of Operations The following discussion analyzes our results of operations for the year ended December 31, 2024, compared to the year ended December 31, 2023.
Results of Operations The following discussion analyzes our results of operations for the year ended December 31, 2025, compared to the year ended December 31, 2024.
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 years ended December 31, 2024 and 2023.
The Company’s vehicles are sold with no right of 33 Table of Contents 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 years ended December 31, 2025 and 2024.
In 2024, the Company generated revenue 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, both export and import, is recognized when the services are provided.
In 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, both export and import, is recognized when the services are provided.
Net Loss As a result of the above factors, we had a net loss of $3.2 million from our continuing operations for the year ended December 31, 2024, compared to net loss of $1.7 million for the same period of 2023.
Net Loss As a result of the above factors, we had a net loss of $3.6 million from our continuing operations for the year ended December 31, 2025, compared to a net loss of $3.2 million for the same period of 2024.
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.
See NOTE 8 – Intangible assets and Goodwill. 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.
Meanwhile, the parallel-import vehicle business was discontinued during the year ended December 31, 2024, and its financial results are presented separately as discontinued operations in accordance with ASC 205-20. For further details, please refer to Note 5 – Discontinued Operations. We reported a $5.2 million net loss for the year ended December 31, 2024.
Meanwhile, the parallel-import vehicle business was discontinued during the year ended December 31, 2024, and its financial results are presented separately as discontinued operations in accordance with ASC 205-20. For further details, please refer to NOTE 5 – Discontinued Operations.
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. This business contributed significantly to our revenue since our inception. Between 2016 and the first half of 2022, the Company experienced growth in sales volume and gross profit due to favorable market conditions.
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.
Note 2, “Summary of Significant Accounting Policies” of the Notes to in Part II, Item 8 of the 2024 Form 10-K describe the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements.
NOTE 2, “Summary of Significant Accounting Policies” of the Notes to in Part II, Item 8 of this annual report on Form 10-K describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements.
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 30 Table of Contents determined at the discretion of our board of directors.
As of the date of this annual report, Cheetah BVI has not commenced operations. 24 Table of Contents 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.
For the years ended December 31, 2024 and 2023, the Company did not record any impairment. Recent accounting pronouncements ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , requires disclosures about significant segment expenses and additional interim disclosure requirements.
For the years ended December 31, 2025 and 2024, the Company did not record any impairment. ​ 37 Table of Contents Recent accounting pronouncements Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , requires disclosures about significant segment expenses and additional interim disclosure requirements.
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; ● Any adverse change in political relations between the PRC and the U.S., including the ongoing trade conflicts between the U.S. and the PRC, may negatively affect its business; and ● 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.
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; ● Any adverse change in political relations between the PRC and the U.S., including the ongoing trade conflicts between the U.S. and the PRC, may negatively affect its business; and ● 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. 25 Table of Contents 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.
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.
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.
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.
See NOTE 4 — Loan Receivable. 36 Table of Contents 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.
We intend to adopt this standard in our Annual Report on Form 10-K for the year ending December 31, 2025.
We adopted this standard in our Annual Report on Form 10-K for the year ended December 31, 2025.
Net cash provided by operating activities from discontinued operations was $3.7 million in 2024. The decline was primarily attributable to (i) a decrease of $1.5 million in inventory; (ii)a decrease of $3.9 million in accounts receivable; offset by $1.7 million decrease in loans payable.
The decline was primarily attributable to (i) a decrease of $1.5 million in inventory; (ii) a decrease of $3.9 million in accounts receivable; offset by a decrease of $1.7 million in loans payable.
Intangible assets, net The Company recorded intangible assets with the acquisitions of Edward and TWEW during the year ended December 31, 2024. 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.
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.
Financing Activities Net cash provided by financing activities from continuing operations was $8.8 million for the year ended December 31, 2024, which consisted of (i) net proceeds from July Offering of approximately $1.1 million, (ii) net proceeds from the May Offering of approximately $7.3 million, (iii) proceeds of $0.6 million from the issuance of shares of common stock in private placements; partially offset by (iv) net repayments of premium finance of approximately $0.3 million. 37 Table of Contents Net cash provided by financing activities from continuing operation of $5.0 million for the year ended December 31, 2023, consisted of (i) proceeds from initial public offering of approximately $3.7 million; (ii) a reduction in subscriptions receivable of $1.2 million; (iii) proceeds from premium finance of $0.2 million and other less significant factors.
Net cash provided by financing activities from continuing operations was $8.8 million for the year ended December 31, 2024, which consisted of (i) net proceeds from the July Offering of approximately $1.1 million, (ii) net proceeds from the May Offering of approximately $7.3 million, (iii) proceeds of $0.6 million from the issuance of shares of common stock in private placements; partially offset by (iv) net repayments of premium finance of approximately $0.3 million.
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). Risks and Uncertainties The Company is undergoing a business transformation of our business model.
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).
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. The Company did not recognize any impairment to intangible assets for the year ended December 31, 2024.
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. The Company recognized impairment to intangible assets of $162,775 and nil for the years ended December 31, 2025 and 2024, respectively.
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.
(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.
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.
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. For the year ended December 31, 2025, the Company recorded a goodwill impairment charge of $568,532.
The significant increase was primarily driven by interest earned on short-term loan receivables and certificates of deposit, funded by the net proceeds from our IPO, the May Offering, and the July Offering.
The significant increase was primarily driven by interest earned on short-term loan receivable and certificates of deposit, funded by the net proceeds from the Company’s public offerings closed in May and July 2024.
In addition, the new guidance requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We generated revenues 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 car dealers.
In addition, the new guidance requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In 2024, the Company generated revenue from the parallel-import vehicle dealership and logistics and warehousing services.
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.
The interest rates for these loans may be subject to change based on the terms of loan agreements. Credit Loss Periodic reviews of the loan portfolio are conducted to assess impairment, utilizing the expected credit loss model.
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.
Liquidity and Capital Resources Historically, our primary uses of cash have been to finance 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.
Selling, General, and Administrative Expenses for Discontinued Operations The following table presents selling, general, and administrative (“SGA”) expenses for the discontinued operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ ​ 2024 2023 Amount % SGA Expenses ​ ​ ​ Selling expenses ​ $ 117,819 ​ $ 668,172 ​ $ (550,353) (82.4) % Allowance of credit loss of accounts receivables ​ 1,589,546 ​ — ​ 1,589,546 N/A ​ Forfeited vehicle deposit expense ​ 100,800 ​ — ​ 100,800 N/A ​ Credit Loss on vehicle sale tax receivable ​ 34,885 ​ — ​ 34,885 N/A ​ Total SGA Expenses ​ $ 1,843,050 ​ $ 668,172 ​ $ 1,174,878 175.8 % ​ Total SGA Expenses for the discontinued parallel-import vehicle business increased by approximately $1.2 million, or 175.8%, to $1.8 million in 2024, compared to $0.7 million in 2023.
Selling, General, and Administrative Expenses for Discontinued Operations The following table presents selling, general, and administrative expenses (“SGA Expenses”) for the discontinued operations: ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ 2024 SGA Expenses ​ ​ Selling expenses ​ $ 117,819 Allowance of credit loss of accounts receivables ​ 1,589,546 Forfeited vehicle deposit expense ​ 100,800 Credit Loss on vehicle sale tax receivable ​ 34,885 Total SGA Expenses ​ $ 1,843,050 ​ Total SGA Expenses for the discontinued parallel-import vehicle business were approximately $1.8 million for the year ended December 31, 2024. 30 Table of Contents Allowance of credit loss of accounts receivables Total allowance of credit loss of accounts receivable for the discontinued parallel-import vehicle business was $1,589,546 for the year ended December 31, 2024.
Net cash used in financing activities from discontinued operations was $1.7 million for the year ended December 31, 2024, primarily reflecting (i) net repayments of LC financing of $1.0 million; and (ii) net repayments of revolving lines of credit of $0.7 million; Net cash used in financing activities from discontinued operations was $9.6 million for the year ended December 31, 2023, consisted of (i) net repayments of LC financing of $6.1 million; (ii) repayments of inventory financing of $4.2 million; (iii) repayments of dealers financing of $0.4 million; and partially offset by (iv) net proceeds from revolving lines of credit of $0.7 million.
There were no financing activities related to discontinued operations for the years ended December 31, 2025. Net cash used in financing activities from discontinued operations was $1.7 million for the year ended December 31, 2024, primarily reflecting (i) net repayments of LC financing of $1.0 million; and (ii) net repayments of revolving lines of credit of $0.7 million.
As of December 31, 2024, we had current assets of $11.0 million, consisting of cash and cash equivalents of $1.7 million, $6.1 million in loan receivables, $0.4 million of other receivables, $0.3 million in prepaid expenses other current assets from continuing operations, as well as $2.5 million in current assets from discontinued operations, primarily accounts receivable, which had been fully collected as of the date of this report.
As of December 31, 2025, we had current assets of $9.1 million, consisting of cash and cash equivalents of $0.2 million, $7.4 million in loan receivable, $1.2 million of other receivables, $0.2 million in prepaid expenses and other current assets from continuing operations.
Logistics and Warehousing Services Revenues In 2024, our logistics and warehousing revenue came from the two newly acquired businesses, Edward and TWEW, with revenue recognition beginning after their respective acquisition dates.
Logistics and Warehousing Services Revenues In 2025, our logistics and warehousing revenue came from the two acquired businesses, Edward and TWEW.
The following table provides a breakdown of revenues from each entities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, Change ​ 2024 2023 Amount % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ USD % USD % ​ ​ ​ ​ Revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues from Edward $ 316,852 69.5 % $ — — ​ $ 316,852 ​ N/A Revenues from TWEW ​ ​ 138,953 30.5 % ​ — — ​ ​ 138,953 ​ N/A Total revenues ​ $ 455,805 100.0 % $ — — ​ $ 445,805 ​ N/A ​ For the year ended December 31, 2024, we reported revenue of $455,805 from logistics and warehousing services segment, including $316,852, or 69.5% of our total revenue following the acquisition of Edward in February 2024, and $138,953, or 30.5 % of our total revenue, following the acquisition of TWEW in November 2024 (See also Note 8).
The following table provides a breakdown of revenues from each entity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ ​ Change ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % ​ ​ ​ USD ​ % ​ ​ ​ USD ​ ​ ​ % ​ ​ ​ ​ ​ Revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues from Edward $ 214,810 16.7 % $ 316,852 69.5 % $ (102,042) ​ (32.2) % Revenues from TWEW ​ ​ 1,073,726 83.3 % ​ 138,953 30.5 % ​ 934,773 ​ 672.7 % Total revenues ​ $ 1,288,536 100.0 % $ 455,805 100.0 % $ 832,731 ​ 182.7 % ​ For the year ended December 31, 2025, we reported revenue of $1,288,536 from logistics and warehousing services segment, including $214,810, or 16.7% of our total revenue from Edward, which we acquired in February 2024, and $1,073,726, or 83.3% of our total revenue, from TWEW, which we acquired in November 2024 (See also NOTE 8). 26 Table of Contents Revenue from Edward decreased by 32.2% to $214,810 for the year ended December 31, 2025, compared to $316,852 for the year 2024.
Share-based compensation The Company has adopted the Plan for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Company’s operations.
For the years ended December 31, 2025 and 2024, general and administration expenses for the continuing expenses of $3,627,426 and $3,641,713, respectively. Share-based compensation The Company has adopted the Plan for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Company’s operations.
Interest expense incurred from our continuing operations was $35,951 for the year ended December 31,2024, decreased $5,932 or 14.2%, from $41,883 in 2023, mainly due to decreased credit card interest.
Interest expense incurred from our continuing operations was $33,198 for the year ended December 31, 2025, a decrease of $2,753, or 7.7%, from $35,951 in 2024, mainly due to decreased loan interest expense.
Income Tax (Benefits) Our income tax benefits for continuing operations were $0.2 million for the year ended December 31, 2024, compared with income tax benefits of approximately $0.5 for the same period in 2023.
Income Tax (Benefits) Our income tax provision for continuing operations was $15,916 for the year ended December 31, 2025, compared with income tax benefits of $215,822 for the same period in 2024.
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.
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 vehicle dealers, revenue is recognized when a vehicle is delivered, and its title has been transferred to the dealers.
As of December 31, 2024, our current liabilities, all of which related to continuing operations, totaled approximately $0.9 million, consisting of $0.4 million of operating lease liabilities, $0.2 million of other payables, and $0.2 million of loan payable, including the current portion of long-term borrowings. 36 Table of Contents The following table summarizes our cash flows for the years ended December 31, 2024 and 2023, with continuing operations and discontinued operations presented separately: ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2024 2023 Net cash provided by operating activities ​ $ 242,220 ​ $ 5,610,225 Cash outflows from operations-continuing operations ​ (3,455,918) ​ (1,646,921) Cash inflows from operations-discontinued operations ​ 3,698,138 ​ 7,257,146 Net cash used in investing activities ​ (6,130,932) ​ (672,500) Cash outflows from operations-continuing operations ​ (6,130,932) ​ (672,500) Net cash provided by (used in) financing activities ​ 7,106,676 ​ (4,563,108) Cash inflows from operations-continuing operations ​ 8,799,952 ​ 5,055,336 Cash outflows from operations-discontinued operations ​ (1,693,276) ​ (9,618,444) Net increase in cash ​ $ 1,217,964 ​ $ 374,617 ​ Operating Activities Net cash used in operating activities from continuing operations was $3.5 million for the year ended December 31, 2024.
The following table summarizes our cash flows for the years ended December 31, 2025 and 2024, with continuing operations and discontinued operations presented separately: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2025 ​ ​ ​ 2024 Net cash provided by (used in) operating activities ​ $ (2,075) ​ $ 242,220 Cash outflows from operations-continuing operations ​ (2,489,676) ​ (3,455,918) Cash inflows from operations-discontinued operations ​ 2,487,601 ​ 3,698,138 Net cash used in investing activities ​ (1,341,816) ​ (6,130,932) Cash outflows from operations-continuing operations ​ (1,341,816) ​ (6,130,932) Net cash provided by (used in) financing activities ​ (73,854) ​ 7,106,676 Cash inflows (outflows) from operations-continuing operations ​ (73,854) ​ 8,799,952 Cash outflows from operations-discontinued operations ​ — ​ (1,693,276) Net increase (decrease) in cash ​ $ (1,417,745) ​ $ 1,217,964 ​ 31 Table of Contents Operating Activities Net cash used in operating activities from continuing operations was $2.5 million for the year ended December 31, 2025.
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.
The Company and its U.S. operating subsidiaries are subject to U.S. federal and state income tax laws. Prior to the corporate conversion in 2022, the Company was organized as a limited liability company (“LLC”) and elected to be treated as a corporation for U.S. federal income tax purposes for the tax years ended December 31, 2020 and 2021.
We are currently evaluating the potential impact of adopting this standard on our disclosures. ​ 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.
The adoption did not have a material impact on the Company’s consolidated financial statements. ​ 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.
See Note 11 for more details. 33 Table of Contents Other Income (Expenses), net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2024 2023 Amount % Interest income ​ $ 320,472 ​ $ 9,938 ​ $ 310,534 3,124.7 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expenses: ​ ​ ​ Loan Interest expense ​ (29,462) ​ (31,197) ​ 1,735 (5.6) % Credit Card Interest ​ (694) ​ (4,713) ​ 4,019 (85.3) % Interest expense on Tax ​ (3) ​ — ​ (3) N/A ​ Premium Finance Interest ​ (5,792) ​ (5,973) ​ 181 (3.0) % Total Interest expenses ​ (35,951) ​ (41,883) ​ 5,932 (14.2) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income ​ 8,009 ​ 21,655 ​ (13,646) (63.0) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other income(expense), net ​ $ 292,530 ​ $ (10,290) ​ $ 302,820 2,942.9 % ​ Interest income from continuing operations was $320,472 for the year ended December 31, 2024, compared to $9,938 for the year ended December 31, 2023, representing an increase of $310,534, or 3,124.7%.
See NOTE 11 – Stock Based Compensation for more details. 28 Table of Contents Other Income (Expenses), net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % Interest income ​ $ 924,224 ​ $ 320,472 ​ $ 603,752 188.4 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expenses: ​ ​ ​ ​ ​ ​ ​ Loan Interest expense ​ (26,436) ​ (29,462) ​ (3,026) (10.3) % Credit Card Interest ​ (847) ​ (694) ​ 150 21.5 % Interest expense on Tax ​ — ​ (3) ​ 3 (100.0) % Premium Finance Interest ​ (5,915) ​ (5,792) ​ 123 2.1 % Total Interest expenses ​ (33,198) ​ (35,951) ​ (2,753) (7.7) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income, net ​ 54,763 ​ 8,009 ​ 46,754 583.8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other income(expense), net ​ $ 945,789 ​ $ 292,530 ​ $ 653,259 223.3 % ​ Interest income from continuing operations was $924,224 for the year ended December 31, 2025, compared to $320,472 for the year ended December 31, 2024, representing an increase of $603,752, or 188.4%.
The following discussion provides an overview of the financial impact of discontinued operations and related expense items. ​ 34 Table of Contents Financial Impact of Discontinued Operations The following table summarizes the financial results of our discontinued operations for the years ended December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ Change ​ 2024 2023 Amount % Revenue ​ ​ ​ ​ U.S. domestic market ​ $ 200,297 ​ $ 8,160,395 ​ $ (7,960,098) (97.5) % Overseas market ​ 1,430,951 ​ 30,155,579 ​ (28,724,628) (95.3) % Total Revenue ​ $ 1,631,248 ​ $ 38,315,974 ​ $ (36,684,726) (95.7) % Cost of Revenue ​ ​ ​ ​ Cost of vehicle ​ $ 1,515,270 ​ $ 32,183,676 ​ $ (30,668,406) (95.3) % Fulfilment expense ​ 140,798 ​ 1,885,382 ​ (1,744,584) (92.5) % Total Cost of Revenue ​ $ 1,656,068 ​ $ 34,069,058 ​ $ (32,412,990) (95.0) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross (loss) profit ​ $ (24,820) ​ $ 4,246,916 ​ $ (4,271,736) (100.6) % ​ Revenue from discontinued operations was $1.6 million for the year ended December 31, 2024, compared to $38.3 million for the year ended December 31, 2023, representing a decrease of $36.7 million, or 95.7%.
The following discussion provides an overview of the financial impact of discontinued operations and related expense items. ​ 29 Table of Contents Financial Impact of Discontinued Operations The following table summarizes the financial results of our discontinued operations for the year ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ 2024 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) profit ​ $ (24,820) ​ Revenue from discontinued operations was $1.6 million for the year ended December 31, 2024 from the parallel-vehicle business.
Interest Expenses The table below presents interest expenses for the years ended December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2024 2023 Interest Expenses ​ ​ Inventory Financing ​ $ — ​ $ 112,769 LC Financing ​ 23,123 ​ 925,426 Finance Deal charges ​ — ​ 3,975 Line of Credit ​ 65,665 ​ 155,245 Total interest expenses ​ $ 88,788 ​ $ 1,197,415 ​ Total interest expenses for the discontinued operations decreased significantly to $ 88,788 for the year ended December 31, 2024, compared to $1.2 million in 2023.
Interest Expenses The table below presents interest expenses for the year ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 Interest Expenses ​ ​ LC Financing ​ 23,123 Line of Credit ​ 65,665 Total interest expenses ​ $ 88,788 ​ Total interest expenses for the discontinued operations were $88,788 for the year ended December 31, 2024.
For the year ended December 31, 2023, net cash used in investing activities was $0.7 million in short-term loans lent to third parties. There were no investing activities related to discontinued operations for the years ended December 31, 2024 and 2023.
There were no investing activities related to discontinued operations for the years ended December 31, 2025 and 2024.
In 2024, the Company expanded its operations and reported two operating segments: the parallel-import vehicle business and logistics and warehousing services. However, following the discontinuation of the parallel-import vehicles business, as of December 31, 2024, the Company transitioned back to a single reportable segment, now focused exclusively on logistics and warehousing services.
In 2024, the Company expanded its operations and reported two operating segments: the parallel-import vehicle business and logistics and warehousing services.
As market conditions continued to deteriorate and sales activity in the parallel-import vehicle segment ceased, on March 3, 2025, our board of directors approved the discontinuation of our parallel-import vehicle business. In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, we determined that the parallel-import vehicle segment met the conditions for reporting as a discontinued operation.
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.
Share-based compensation expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ 2024 2023 Amount % Share-based compensation expenses ​ $ 277,345 ​ $ — ​ $ 277,345 N/A ​ Share-based compensation expenses were $0.3 million and nil for the years ended December 31, 2024 and 2023, respectively.
Share-based compensation expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % ​ Share-based compensation expenses ​ $ 387,618 ​ $ 277,345 ​ $ 110,273 39.8 % ​ Share-based compensation expenses were $387,618 and $277,345 for the years ended December 31, 2025 and 2024, respectively, representing an increase of $110,273, or 39.8%.
Net cash used in operating activities from continuing operations was $1.6 million for the year ended December 31, 2023. This was primarily attributable to (i)a net loss of $1.7 million; (ii) an increase in amortization of operating lease right-of-use assets of $0.1 million; offset by (iii) a decrease in operating lease liabilities of $0.2 million.
The negative cash flow was primarily due to (i) a net loss of $3.6 million during the year ended December 31, 2025, (ii) an increase of $0.8 million in other receivables, and (iii) a decrease of $0.3 million in operating lease liabilities, partially offset by (iv) an increase of $0.7 million in allowance of impairment loss of goodwill and intangible assets, (v) an increase of $0.5 million in amortization of operating lease right-of-use assets, (vi) $0.4 million in share-based compensation expenses; and (vii) an increase of $0.4 million in other payables and other current liabilities.
We purchase automobiles from the U.S. market through our team of professional purchasing agents, and mainly resells them to parallel-import car 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.
Revenue from the parallel-import vehicle dealership business is generated from the sales of parallel-import vehicles to both domestic and overseas parallel-import car dealers. It purchases automobiles from the U.S. market through its team of professional purchasing agents, and mainly resells them to parallel-import vehicle dealers in the U.S. and the PRC.
(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.
However, following the discontinuation of the parallel-import vehicles business, as of December 31, 2025, the Company transitioned back to a single reportable segment, now focused exclusively on logistics and warehousing services. 35 Table of Contents Loan receivable The Company’s loan 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.
As of December 31, 2024, the Company’s consolidated income tax returns for the tax years ended December 31, 2020 through December 31, 2023 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”).
As of December 31, 2025, the Company’s consolidated U.S. federal income tax returns for the tax years ended December 31, 2021 through December 31, 2024 remained open to examination by the Internal Revenue Service and applicable state tax authorities.
This standard is effective for fiscal years beginning after December 15, 2024, and requires prospective application with the option to apply it 43 Table of Contents retrospectively. We intend to adopt this standard in our Annual Report on Form 10-K for the year ending December 31, 2025.
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. ​
The Company believes that the carrying amount of long-term loans approximated fair value as of December 31, 2024 and 2023 based on the terms of the borrowings and current market rates as the rates of the borrowings are reflective of the current market rates.
The Company believes that the carrying amount of long-term loans approximated fair value as of December 31, 2025 and 2024 reflected amortized cost net of an allowance for credit losses, based on expected credit loss analyses that consider borrower-specific risks, current conditions, and reasonable and supportable forward-looking information.
Net cash provided by operating activities from discontinued operations was $7.2 million for the year ended December 31, 2023. This was primarily attributable to (i) a net income of $1.8 million; (ii) a collection of $0.6 million in accounts receivable, a $4.5 million decrease in inventory, $0.5 million decrease in other receivables, and other less significant factors.
Net cash provided by operating activities from discontinued operations was $2.5 million in 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 $3.7 million in 2024.
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 Company estimates expected credit losses on its loan receivable based on an evaluation of the borrower’s financial condition and operating performance, the contractual terms and remaining maturity of the loan, historical credit loss experience, current economic conditions, and reasonable and supportable forward-looking information.
The following table provides a summary of our consolidated results of operations for the years ended December 31, 2024 and 2023, highlighting the financial impact of both continuing and discontinued operations: 31 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, Change ​ 2024 2023 Amount Revenue ​ $ 455,805 ​ $ — ​ $ 455,805 Cost of Revenue ​ 277,293 ​ — ​ 277,293 Gross Profit ​ 178,512 ​ — ​ 178,512 Total operation expenses ​ 3,919,058 ​ 2,190,513 ​ 1,728,545 Total other income (expense) ​ 292,530 ​ (10,290) ​ 302,820 (Loss) from continuing operations before tax provision ​ (3,448,016) ​ (2,200,803) ​ (1,247,213) Income tax (benefits) ​ (215,822) ​ (488,918) ​ (273,096) (Loss) from continuing operations ​ (3,232,194) ​ (1,711,885) ​ (1,520,309) (Loss) income from discontinued operations, net of tax ​ (1,956,658) ​ 1,845,755 ​ (3,802,413) Net (Loss) income ​ $ (5,188,852) ​ $ 133,870 ​ $ (5,322,722) ​ Our total revenue from continuing operations was $455,805 in 2024, reflecting our transition into the logistics and warehousing business.
The following table provides a summary of our consolidated results of operations for the years ended December 31, 2025 and 2024, highlighting the financial impact of both continuing and discontinued operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ Change ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % ​ Revenue ​ $ 1,288,536 ​ $ 455,805 ​ $ 832,731 ​ 182.7 % Cost of Revenue ​ 1,121,761 ​ 277,293 ​ 844,468 ​ 304.5 % Gross Profit ​ 166,775 ​ 178,512 ​ (11,737) ​ (6.6) % General and administration expenses ​ 3,627,426 ​ 3,641,713 ​ (14,287) ​ (0.4) % Impairment loss expenses ​ 731,307 ​ — ​ 731,307 ​ N/A ​ Share-based compensation expenses ​ ​ 387,618 ​ ​ 277,345 ​ ​ 110,273 ​ 39.8 % Interest income, net ​ ​ 891,026 ​ ​ 284,521 ​ ​ 606,505 ​ 213.2 % Other income, net ​ ​ 54,763 ​ ​ 8,009 ​ ​ 46,754 ​ 583.8 % (Loss) from continuing operations before tax provision ​ ​ (3,633,787) ​ ​ (3,448,016) ​ ​ (185,771) ​ 5.4 % Income tax (benefits) ​ 15,916 ​ (215,822) ​ 231,738 ​ (107.4) % (Loss) from continuing operations ​ (3,649,703) ​ (3,232,194) ​ (417,509) ​ 12.9 % (Loss) income from discontinued operations, net of tax ​ — ​ (1,956,658) ​ 1,956,658 ​ (100.0) % Net (Loss) income ​ $ (3,649,703) ​ $ (5,188,852) ​ $ 1,539,149 ​ (29.7) % ​ Our total revenue from continuing operations was $1,288,536 in 2025, reflecting our transition into the logistics and warehousing business.
The total number of shares granted by the compensation committee of our board of directors on September 30, 2024 were 150,000, including 118,750 shares of Class A common stock and 31,250 shares of Class B common stock. Share-based compensation expenses of $277,345 were recognized during the year ended December 31, 2024.
For the year ended December 31, 2024, share-based compensation expenses were $277,345, consisting of $261,666 from (i) the 150,000 shares granted and vested immediately on September 30, 2024, and (ii) $15,679 related to the employee incentive plan shares granted on September 30, 2024.
Total selling expenses for the discontinued parallel-import vehicle business were $117,819 and $668,172 for years ended December 31, 2024 and 2023, respectively. The Company’s general and administrative expenses primarily include employee salaries and benefits, depreciation, office lease expenses, travelling and entertainment expenses, legal and consulting fees, insurance and other miscellaneous administrative expenses.
No provisions for returns or sales incentives are included, as historical experience indicates no material rights of return or refunds. General and Administration Expenses The Company’s general and administrative expenses primarily include employee salaries and benefits, depreciation, office lease expenses, travelling and entertainment expenses, legal and consulting fees, insurance and other miscellaneous administrative expenses.
As of December 31, 2024 and 2023, there no allowance for credit losses on accounts receivable from continuing operations were recorded.
As of December 31, 2025, no allowance for credit losses were recorded related to its loan receivable. Intangible assets, net The Company recorded intangible assets with the acquisitions of Edward and TWEW during the year ended December 31, 2024.
Removed
These market challenges led to a decline in parallel-import vehicle sales by 30.5% in 2023 and a reduction in net income by 87.5% compared to 2022.
Added
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 303 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.
Removed
The decline accelerated in 2024, with vehicle sales decreasing 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 strain on the Company’s customers made it increasingly difficult to collect outstanding receivables.
Added
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.
Removed
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, 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.
Added
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 annual report, NexTrade has not been engaged in any business operations.
Removed
As a result, 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. Logistics and Warehousing In February 2024, we acquired Edward to expand our logistics and warehousing service operations.
Added
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.

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