Form SC 13G - Statement of acquisition of beneficial ownership by individuals
February 13 2024 - 4:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Cheetah Net Supply Chain Service Inc.
(Name of Issuer)
Class A common stock, par value $0.0001 per
share
(Title of Class of Securities)
G16307X103
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP
No. G16307X103 |
|
Page
1 of 6 |
1. |
Names of Reporting Persons
FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED |
2. |
Check the Appropriate Box if a Member
of a Group
(a) ¨
(b) ¨ |
3.
|
SEC Use Only
|
4. |
Citizenship or Place of Organization
British Virgin Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting Person With: |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
8,250,000* |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
8,250,000* |
9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person
8,250,000* |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11. |
Percent of Class Represented by
Amount in Row (9)
46.0%** |
12. |
Type of Reporting Person
FI |
* |
Represents 8,250,000 shares of Class A common stock issuable to FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED upon the conversion of 8,250,000 shares of Class B common stock held by FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED as of December 31, 2023. The issuer’s Class B common stock is convertible into Class A common stock at any time after issuance at the option of the holder on a one-to-one basis. |
** |
Percentage of class is calculated based on 9,666,000 shares of Class A common stock outstanding as of December 31, 2023, which information was provided by the Issuer to the Reporting Persons on December 31, 2023. Pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, the denominator of this percentage is the sum of the 9,666,000 shares of Class A common stock outstanding plus the 8,250,000 shares of Class A common stock issuable to FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED upon the conversion of the shares of Class B common stock described above. |
CUSIP No. G16307X103 |
|
Page 2 of 6 |
1. |
Names of Reporting Persons.
Huan Liu |
2. |
Check the Appropriate Box if a Member
of a Group
(a) ¨
(b) ¨ |
3.
|
SEC Use Only
|
4. |
Citizenship or Place of Organization
China |
Number of
Shares
Beneficially
Owned by
Each
Reporting Person With: |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
8,250,000* |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
8,250,000* |
9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person
8,250,000* |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11. |
Percent of Class Represented by
Amount in Row (9)
46.0%** |
12. |
Type of Reporting Person
IN |
* |
Represents 8,250,000 shares of Class A common stock issuable to Huan Liu upon the conversion of 8,250,000 shares of Class B common stock indirectly held by Huan Liu through FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED as of December 31, 2023. The issuer’s Class B common stock is convertible into Class A common stock at any time after issuance at the option of the holder on a one-to-one basis. |
** |
Percentage of class is calculated based on 9,666,000 shares of Class A common stock outstanding as of December 31, 2023, which information was provided by the Issuer to the Reporting Persons on December 31, 2023. Pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, the denominator of this percentage is the sum of the 9,666,000 shares of Class A common stock outstanding plus the 8,250,000 shares of Class A common stock issuable to Huan Liu upon the conversion of the shares of Class B common stock described above. |
CUSIP
No. G16307X103 |
|
Page
3 of 6 |
ITEM 1.
(a) Name of Issuer: Cheetah
Net Supply Chain Service Inc.
(b) Address of Issuer’s Principal
Executive Offices: 6201 Fairview Road, Suite 225
Charlotte, North Carolina
ITEM 2.
2(a) Name of Person Filing:
FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED
Huan Liu
The
securities reported herein are directly held by FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED. Huan Liu is the sole shareholder of FAIRVIEW
EASTERN INTERNATIONAL HOLDINGS LIMITED. Accordingly, Huan Liu may be deemed to indirectly beneficially own the securities of the Issuer
held by FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED.
2(b) Address of Principal Business Office,
or if None, Residence:
Address
of FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED: Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG1110,
British Virgin Islands.
Residence of Huan Liu: 6201 Fairview Road, Suite 225, Charlotte,
North Carolina
2(c) Citizenship:
FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED: British
Virgin Islands
Huan Liu: China
2(d) Title of Class of Securities:
Class A common stock
2(e) CUSIP Number:
G16307X103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT
TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
ITEM 4. OWNERSHIP.
The information requested in these paragraphs
is incorporated herein by reference to the cover pages to this Schedule 13G.
CUSIP
No. G16307X103 |
|
Page
4 of 6 |
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF
A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT
ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF
THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF
MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
Not applicable.
CUSIP
No. G16307X103 |
|
Page
5 of 6 |
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2024
|
By: |
/s/ Huan Liu |
|
Name: |
Huan Liu |
|
|
|
|
FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED |
|
|
|
By: |
/s/ Huan Liu |
|
Name: |
FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED |
|
Title: |
Director |
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative
other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf
of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file
with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
CUSIP
No. G8437S115 |
|
Page
6 of 6 |
LIST OF EXHIBITS
Exhibit 99.1
JOINT
FILING AGREEMENT
In accordance with Rule
13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule
13G (including amendments thereto) with respect to the Class A common stock, par value of US$0.0001 per share, of Cheetah Net Supply Chain
Service Inc., a North Carolina Corporation, and that this Agreement may be included as an exhibit to such joint filing. This Agreement
may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the
undersigned hereby execute this Agreement as of February 13, 2024.
|
By: |
/s/ Huan Liu |
|
Name: |
Huan Liu |
|
|
|
|
FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED |
|
|
|
By: |
/s/ Huan Liu |
|
Name: |
FAIRVIEW EASTERN INTERNATIONAL HOLDINGS LIMITED |
|
Title: |
Director |
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