Cheetah Net Seeks Massive Share Increase, Delaware Reincorporation

Ticker: CTNT · Form: DEF 14A · Filed: Dec 18, 2025 · CIK: 1951667

Sentiment: bearish

Topics: Shareholder Dilution, Corporate Governance, Executive Compensation, Reincorporation, Dual-Class Stock, Proxy Solicitation, Stock Authorization

Related Tickers: CTNT

TL;DR

**CTNT's proposed share increases and reincorporation are a clear power play by management, signaling potential dilution and a shift to a more management-friendly legal environment; proceed with extreme caution.**

AI Summary

Cheetah Net Supply Chain Service Inc. (CTNT) is seeking stockholder approval for several key proposals at a special meeting on January 30, 2026. The company plans to significantly increase its authorized Class A common stock to 2,000,000,000 shares and Class B common stock to 200,000,000 shares, which could lead to substantial dilution for existing shareholders. Additionally, CTNT proposes to reincorporate from North Carolina to Delaware, a move often favored for its corporate-friendly legal environment. A notable executive compensation item is the grant of 477,888 restricted stock units (RSUs) to CEO Huan Liu, which will convert into Class B Common Stock, further concentrating voting power given Class B shares carry 15 votes each compared to Class A's one vote. As of December 11, 2025, there were 2,727,712 shares of Class A Common Stock and 690,875 shares of Class B Common Stock outstanding. The Board recommends a 'FOR' vote on all proposals, including an adjournment proposal if necessary to secure sufficient votes.

Why It Matters

These proposals have significant implications for CTNT investors, employees, and the company's future governance. The massive increase in authorized shares, particularly Class B with its 15-to-1 voting power, could lead to substantial dilution and further entrench management, potentially impacting minority shareholder influence. Reincorporating to Delaware is a common strategic move for companies seeking a more predictable and established corporate legal framework, which could attract institutional investors but also potentially reduce shareholder protections compared to North Carolina. The RSU grant to CEO Huan Liu, totaling 477,888 Class B shares, further solidifies his control and aligns his incentives with long-term company performance, but also raises questions about executive compensation in relation to company performance.

Risk Assessment

Risk Level: high — The risk level is high due to the proposed increase in authorized Class A common stock to 2,000,000,000 shares and Class B common stock to 200,000,000 shares, which represents a potential for massive dilution far exceeding the current outstanding shares of 2,727,712 Class A and 690,875 Class B. Additionally, the grant of 477,888 Class B RSUs to CEO Huan Liu, where Class B shares carry 15 votes each, further concentrates voting power and could entrench current management, diminishing minority shareholder influence.

Analyst Insight

Investors should carefully evaluate the potential for significant dilution from the proposed share increases and the impact of the dual-class share structure on their voting power. Consider voting 'AGAINST' the Class A and Class B Increase Proposals if you are concerned about dilution or the concentration of control. Engage with other shareholders to understand their perspectives on these governance changes.

Executive Compensation

NameTitleTotal Compensation
Huan LiuChief Executive Officer, Director, and Chairman of the Board of Directors

Key Numbers

Key Players & Entities

FAQ

What are the key proposals Cheetah Net Supply Chain Service Inc. (CTNT) is asking shareholders to approve?

CTNT is asking shareholders to approve increasing authorized Class A common stock to 2,000,000,000 shares, increasing authorized Class B common stock to 200,000,000 shares, reincorporating from North Carolina to Delaware, and granting 477,888 restricted stock units to CEO Huan Liu.

How will the proposed increase in authorized shares affect current CTNT shareholders?

The proposed increase in authorized Class A and Class B shares to 2,000,000,000 and 200,000,000 respectively, significantly exceeds the current outstanding shares of 2,727,712 Class A and 690,875 Class B, creating a high potential for future dilution of existing shareholders' ownership and voting power.

What is the significance of Cheetah Net Supply Chain Service Inc. (CTNT) reincorporating to Delaware?

Reincorporating to Delaware is a strategic move often undertaken by companies to benefit from Delaware's well-established and predictable corporate law, which is generally considered more management-friendly and offers a robust legal framework for corporate governance.

Who is Huan Liu and what is the impact of his RSU grant at CTNT?

Huan Liu is the Chief Executive Officer, Director, and Chairman of the Board of Directors for CTNT. The grant of 477,888 restricted stock units to Mr. Liu, which convert to Class B Common Stock with 15 votes per share, will further concentrate voting power in his hands, potentially strengthening his control over the company.

When is the special meeting for CTNT stockholders and how can they vote?

The special meeting for CTNT stockholders is scheduled for January 30, 2026, at 7:00 p.m. ET, and will be held virtually. Stockholders of record as of December 11, 2025, can vote online at www.proxyvote.com, by telephone at 1-800-690-6903, by mail, or by attending the virtual meeting.

What is the voting power difference between Class A and Class B Common Stock for CTNT?

For CTNT, each share of Class A Common Stock is entitled to one vote, while each share of Class B Common Stock is entitled to 15 votes. This dual-class structure gives disproportionate voting power to holders of Class B shares.

What is a 'broker non-vote' and how does it affect CTNT's proposals?

A broker non-vote occurs when a beneficial owner does not provide voting instructions to their broker for non-routine matters. For CTNT's Reincorporation Proposal and RSUs Issuance Proposal, broker non-votes will not be considered votes cast and will have no effect on the outcome, but for the Class A and Class B Increase Proposals and Adjournment Proposal, brokers have discretion to vote.

What is the Board's recommendation for the proposals at the CTNT special meeting?

The Board of Directors for Cheetah Net Supply Chain Service Inc. (CTNT) recommends that stockholders vote 'FOR' Proposal Nos. 1, 2, 3, 4, and 5, which include the Class A and Class B Increase Proposals, the Reincorporation Proposal, the RSUs Issuance Proposal, and the Adjournment Proposal.

What is the quorum requirement for the CTNT special meeting?

A quorum for the CTNT special meeting will exist if the holders of one-third of the shares entitled to vote at the meeting are present in person or by proxy. For matters voted on by separate class, this one-third requirement applies to each separate class.

How can a CTNT stockholder revoke their proxy after submitting it?

A CTNT stockholder can revoke their proxy at any time prior to its exercise by executing and delivering a later-dated proxy, providing written notice of the revocation to the Chief Financial Officer, or by attending the Special Meeting and voting in person.

Risk Factors

Industry Context

Cheetah Net Supply Chain Service Inc. operates within the logistics and supply chain services sector. This industry is characterized by increasing demand for efficient, technology-driven solutions, especially in e-commerce fulfillment and last-mile delivery. Companies in this space face competition from established players and emerging startups, with a constant need for investment in infrastructure, technology, and talent to maintain a competitive edge.

Regulatory Implications

The proposed increase in authorized shares and the reincorporation to Delaware do not present immediate significant regulatory hurdles. However, any future stock issuances resulting from the increased authorization must comply with relevant securities laws and exchange listing requirements. The concentration of voting power through Class B shares could attract scrutiny regarding corporate governance practices.

What Investors Should Do

  1. Review the potential dilution impact of increasing authorized shares for both Class A and Class B common stock before voting.
  2. Evaluate the concentration of voting power resulting from the proposed RSU grant to the CEO and the existing Class B share structure.
  3. Consider the implications of reincorporating from North Carolina to Delaware on corporate governance and legal recourse.
  4. Vote on all proposals, paying close attention to the Board's recommendation, but making an independent assessment of the proposals' long-term impact on shareholder value.

Key Dates

Glossary

DEF 14A
A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual or special meeting. (This document is the proxy statement for Cheetah Net's special meeting, outlining the proposals and providing information for stockholders to make informed voting decisions.)
Class A Common Stock
The company's common stock that typically carries one vote per share. (The proposal to increase authorized Class A shares is a key item for shareholder vote, with implications for future equity offerings and dilution.)
Class B Common Stock
A class of common stock with superior voting rights, in this case, 15 votes per share. (The proposed increase in Class B shares and the RSU grant to the CEO, convertible to Class B, highlight a strategy to maintain or increase voting control.)
Restricted Stock Units (RSUs)
A form of equity compensation that represents a promise to grant shares of stock at a future date, subject to vesting conditions. (The large RSU grant to the CEO is a significant compensation item and will convert into high-vote Class B shares.)
Reincorporation Proposal
A proposal to change the legal domicile of the company from one state to another, in this case, from North Carolina to Delaware. (This move is often made to take advantage of Delaware's well-established and favorable corporate law.)
Proxy Statement
A document that the SEC requires companies to provide to shareholders before a shareholder meeting, detailing the matters to be voted on. (This document is the primary source of information for shareholders regarding the upcoming special meeting and the proposals to be voted on.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting and does not contain comparative financial data from a previous annual filing. The key focus is on upcoming proposals, including significant increases in authorized share capital and executive compensation, rather than a review of past financial performance.

Filing Stats: 4,914 words · 20 min read · ~16 pages · Grade level 11.5 · Accepted 2025-12-19 08:18:10

Filing Documents

From the Filing

DEF 14A 1 tm2532696d3_def14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ( Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 Cheetah Net Supply Chain Service Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 Cheetah Net Supply Chain Service Inc. 8707 Research Drive Irvine, California 92618 2 To our Stockholders: You are cordially invited to attend Cheetah Net Supply Chain Service Inc. (the “Company,” “we,” “us,” or “our”)’s special meeting of stockholders to be held virtually on January 30, 2026 at 7:00 p.m., Eastern Time. At this special meeting, we will ask you to consider the following proposals: 1. Approve an amendment to the Articles of Incorporation of the Company, to increase the number of shares of the Company’s Class A common stock (“Class A Common Stock”) authorized to be issued to 2,000,000,000 shares (the “Class A Increase Proposal”); 2. Approve an amendment to the Articles of Incorporation of the Company, to increase the number of shares of the Company’s Class B common stock (“Class B Common Stock”) authorized to be issued to 200,000,000 shares (the “Class B Increase Proposal”); 3. Approve the change of the Company’s state of incorporation from the State of North Carolina to the State of Delaware by conversion (the “Reincorporation Proposal”); 4. Approve the grant of 477,888 restricted stock units (“RSUs”) to Huan Liu pursuant to the Company’s Amended and Restated 2024 Stock Incentive Plan (the “Plan”), which upon vesting will entitle Mr. Liu to receive up to 477,888 shares of the Company’s Class B Common Stock (the “RSUs Issuance Proposal”); 5. Approve one or more adjournments of the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes in favor of proposals 1 to 4 or to constitute a quorum, as described in this proxy statement (“the Adjournment Proposal”); and 6. Consider any other business as may be properly brought before the meeting or any adjournment or postponement thereof. The Company’s board of directors (“Board”) has fixed the close of business on December 11, 2025 as the record date for the determination of stockholders entitled to notice of and to vote at this special meeting or at any adjournment, postponement, or continuation thereof. A list of stockholders entitled to vote at the special meeting will be available for examination by any stockholder for any purpose relevant to the special meeting for at least 10 days prior to the date of this special meeting. This special meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to listen to the special meeting, submit your questions, and vote during the live webcast of the meeting by visiting http://www.virtualshareholdermeeting.com/CTNT2026SM shortly prior to the start of the meeting and entering the 16-digit control number found on the proxy card or voting instruction form. We are pleased to take advantage of the U.S. Securities and Exchange Commission rules that allow us to furnish proxy materials, including this notice, and the proxy us to lower the cost of delivering special meeting materials to our stockholders and reduce the environmental impact of printing and mailing these materials. Your vote is important. Whether or not you plan to attend the virtual special meeting, we hope that you will vote as soon as possible. Irvine, California Dated: December 18, 2025 By Order of the Board of Directors, /s/ Huan Liu Huan Liu Chief Executive Officer, Director, and Chairman of the Board of Directors 3 Notice of Special Meeting of Stockholders Cheetah Net Supply Chain Service Inc. 8707 Research Drive Irvine, California 92618 Date : January 30, 2026 Time : 7:00 p.m., ET Location : http://www.virtualshareholdermeeting.com/CTNT2026SM Record Date : December 11, 2025 Items of Business 1. Approve the Class A Increase Proposal; 2. Approve the Class B Increase Proposal; 3. Approve the Reincorporation Proposal; 4.

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