Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On April 16, 2026 Cheetah Net Supply Chain Service Inc., a Delaware corporation (the "Transferee" or the "Company"), entered into a Share Transfer Agreement (the "Share Transfer Agreement") with Leyan Yang, a non-U.S. individual (the "Transferor"), pursuant to which the Transferee agreed to acquire from the Transferor 100% of the issued shares of Super International Trading Limited (the "Target Company"), a limited liability company incorporated under the laws of Hong Kong primarily engaged in the trading of large-scale industrial equipment (the "Transaction").

Pursuant to the Share Transfer Agreement, the aggregate cash consideration for the share transfer is approximately $4.98 million, inclusive of a refundable deposit of $1.5 million to be paid prior to the commencement of due diligence and credited toward the total consideration at the closing of the Transaction (the "Closing"). The Closing is expected to occur within three months of the execution of the Share Transfer Agreement, subject to satisfaction of customary closing conditions, including the board of directors' approval of each party, receipt of all required governmental and regulatory consents, satisfactory completion of due diligence, and the absence of any material adverse change with respect to the Target Company or its assets.

The Share Transfer Agreement also provides for (i) a three-year post-Closing performance commitment, pursuant to which the Target Company's annual revenue shall not be less than $10 million, with any shortfall giving rise to a cash compensation obligation of the Transferor calculated in accordance with the formula set forth in the Share Transfer Agreement; and (ii) a five-year post-Closing performance incentive, pursuant to which the Company will be obligated to provide the Transferor with additional cash or equivalent consideration shares for annual revenue of the Target Company exceeding $10 million, calculated in accordance with the method described in the Share Transfer Agreement.

Upon the Closing, the Company will assume only those liabilities of the Target Company that are (i) reflected in the Target Company's financial statements as of a date to be agreed upon by the parties, or (ii) otherwise expressly disclosed to and accepted by the Company in the Share Transfer Agreement.

The foregoing description of the Share Transfer Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.