What the changes say
- The company discontinued its parallel-import vehicle sales business to focus entirely on logistics and warehousing services.
- Working capital decreased from $10.2 million in 2024 to $7.7 million in 2025.
- U.S.-China tariff conflicts and retaliatory measures introduced new trade risks for Sino-American shipping.
What changed since the prior 10-K
New
- NewOperational 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
Discontinuing our parallel-import vehicle sales business and transitioning to logistics and warehousing services could materially and adversely affect our operations.
Dropped
- Dropped
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
- DroppedOperational 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
- DroppedLegal, Regulatory, and Compliance Risks
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
- DroppedLegal, Regulatory, and Compliance Risks
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
- DroppedLegal, Regulatory, and Compliance Risks
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
Reworded
- 86% rewrittenLegal, Regulatory, and Compliance Risks
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
Added specific references to exemptions from nonbinding advisory votes on executive compensation and golden parachute payments under the JOBS Act.
- 62% rewrittenLegal, Regulatory, and Compliance Risks
Anti-takeover provisions in our certificate of incorporation and our bylaws may discourage, delay, or prevent a change in control
Updated the effective date of the certificate of incorporation to February 2, 2026, and clarified restrictions on special meetings.
Was: Anti-takeover provisions in our fourth amended and restated articles of incorporation and our bylaws may discourage, delay, or prevent a change in control
- 53% rewrittenLegal, Regulatory, and Compliance Risks
Any adverse change in political relations between the U.S. and other countries or regions (particularly the PRC), such as the ongoing U.S.-China trade conflicts, may negatively affect our business
Added details regarding retaliatory measures implemented by the PRC government in March 2025 following U.S. tariff increases.
- 43% rewrittenLegal, Regulatory, and Compliance Risks
We are subject to logistics and warehousing and other laws and regulations in the U.S., which, if we are found to have violated, may adversely affect our business and results of operations
Retained the list of U.S. regulatory bodies and export rules under 19 CFR § 192.2 without material textual changes.
- 24% rewrittenOperational Risks
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
Updated working capital figures to reflect a decrease from $10.2 million in 2024 to $7.7 million in 2025.
- 21% rewrittenOperational Risks
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
Removed historical 2023 customer concentration figures and added a concluding warning regarding the failure to replace lost customers.
All 40 risk factors
Headings as the filing states them, in filing order.
Other
- 01Economic, Political, and Market Risks
- 02Availability and demand for our products and services may be adversely impacted by economic conditions and other factors
- 03We 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
- 04We may be adversely affected by the effects of inflation and a potential recession in the U.S. and by a weakening economy in the PRC
- 05Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment
Operational Risks
- 06We 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 operationsNew
- 07As we are located in California, we may be subject to catastrophic events, which could have a material adverse impact on our business, financial condition, and results of operations
- 08Service disruption experienced by our warehouse and office may adversely affect our business operations
- 09If 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
- 10We face risks from fuel price fluctuation
- 11We face risks associated with the freight handled through our network
- 12Failure to renew our current Ocean Transportation Intermediary (“OTI”) License or any delay in doing so could have a material adverse impact on our operations
- 13Our business, financial condition, and results of operations may be materially and adversely affected if our third-party transportation providers are unable to provide high-quality services to our clients
- 14Our 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 operations21% rewritten
- 15We started providing our logistics and warehousing services in February 2024 ; we may not be successful in this new line of business, which may adversely affect our business, financial condition, and results of operations
- 16We 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 all24% rewritten
- 17Our business and results of operations may be harmed by the misconduct of authorized employees that have access to assets of our Company such as inventory, bank accounts, credit cards, and confidential information
- 18Our 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
- 19Any negative publicity about us, our products and services, and our management may materially and adversely affect our reputation and business
- 20Cybersecurity incidents could disrupt our business operations, result in the loss of critical and confidential information, adversely impact our reputation, and harm our business
- 21Our business, financial condition, and reputation may be substantially harmed by security breaches, interruptions, delays, and failures in our systems and operations
- 22Our business and financial condition may be substantially harmed by inventory losses caused by theft, vandalism, or accidents during transportation and/or warehousing
- 23We may experience operational system failures or interruptions that could materially harm our ability to conduct our operations
- 24If we fail to execute our strategies and future plans effectively, we may not be able to take advantage of market opportunities or meet the demand of our customers
- 25If 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
- 26Our 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
- 27Future acquisitions may have an adverse effect on our ability to manage our business
Legal, Regulatory, and Compliance Risks
- 28We are subject to logistics and warehousing and other laws and regulations in the U.S., which, if we are found to have violated, may adversely affect our business and results of operations43% rewritten
- 29Non-compliance with laws and regulations on the part of any third parties with which we conduct business could expose us to legal expenses, compensation to third parties, penalties, and disruptions of our business, which may adversely affect our results of operations and financial performance
- 30Third parties may claim that we infringe their proprietary intellectual property rights, which could cause us to incur significant legal expenses and prevent us from promoting our services
- 31We 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
- 32We may be the subject of allegations, harassment, or other detrimental conduct by third parties, which could harm our reputation and cause them to lose market share and customers
- 33Any adverse change in political relations between the U.S. and other countries or regions (particularly the PRC), such as the ongoing U.S.-China trade conflicts, may negatively affect our business53% rewritten
- 34A 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
- 35Future equity offerings or other equity issuances of us could further dilute our Class A common stock
- 36If we fail to maintain an effective system of internal controls, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our Class A common stock may be materially and adversely affected
- 37We may not be able to maintain the listing of our Class A common stock on the Nasdaq Capital Market
- 38If 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
- 39Anti-takeover provisions in our certificate of incorporation and our bylaws may discourage, delay, or prevent a change in control62% rewritten
- 40We 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 investors86% rewritten
Other Cheetah Net Supply Chain Service 10-Ks
- FY2024 10-K risk factors44 risks
Cheetah Net is transitioning from parallel-import vehicle sales to logistics and warehousing services following the Edward acquisition.
Filed Mar 12, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.