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United States securities and exchange commission logo
January 19, 2023
Huan Liu
Chief Executive Officer
Cheetah Net Supply Chain Service Inc.
6201 Fairview Road, Suite 225
Charlotte, NC 28210
Re: Cheetah Net Supply
Chain Service Inc.
Draft Registration
Statement on Form S-1
Submitted December
16, 2022
CIK No. 0001951667
Dear Huan Liu:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1. We note your disclosure
on the prospectus cover page that, following the completion of
the offering, you will
be a controlled company because Mr. Liu will control a significant
percentage of your
voting power. If true, please also disclose that Mr. Liu will also have
the ability to
determine all matters requiring approval by stockholders.
Huan Liu
FirstName
Cheetah NetLastNameHuan Liu
Supply Chain Service Inc.
Comapany
January 19,NameCheetah
2023 Net Supply Chain Service Inc.
January
Page 2 19, 2023 Page 2
FirstName LastName
Prospectus Summary
Business Overview
Our Company, page 2
2. We note your statement here and throughout your prospectus as to being
a "sizable"
supplier of parallel-import vehicles. Please revise your disclosure
here and throughout
your prospectus to provide context for this statement in relation to
the size of your
business and operations within the vehicle parallel-import industry.
3. We note your disclosure here that "[i]n China, sales of
parallel-import vehicles have been
boosted by the recent import program supported by the PRC government."
Please revise
your disclosure here and throughout your prospectus to expand your
discussion of the
applicable import program you are referring, including the specific
name or related
regulation or policy related to this program. Additionally, please
discuss whether this
policy complies with any U.S. laws or regulations regarding trade and
export/import
activities or otherwise. We note that you include a risk factor that
addresses how you are
subject to a number of U.S. federal and state laws and regulations
applicable to
automotive companies that affect your business and conduct.
4. In this section, you state that parallel-import vehicles refers to
those purchased by dealers
directly from overseas markets and imported for sale through "channels
other than brand
manufacturers' official distribution systems." Please revise your
disclosure here and in
your Business sections as appropriate to discuss whether
parallel-import of vehicles is
limited or otherwise challenged by car manufacturers or their official
distribution system,
including manufacturers' dealers. We note your risk factor titled
"Each of our purchasing
agents can perform only a limited number of purchases before being
recorded in the
dealers' suspect database..."
5. We note your disclosure here that you have "a standardized system of
recruiting, training,
and managing professional purchasing agents," who operate as
independent contractors.
Additionally, we note your risk factor disclosure under the title
beginning "Each of our
purchasing agents can perform only a limited number of purchases
before being recorded
in the U.S. dealers' suspect database..." on page 13. Please expand
your disclosure here
and in your Business section, as appropriate, to discuss in greater
detail your standardized
system as well as any challenges maintaining sufficient numbers of
professional
purchasing agents due to the limitation on the number of purchases
that can be made by a
purchasing agent before the agent may be restricted or prohibited from
purchasing
vehicles from a dealer.
Our Corporate Structure, page 3
6. Please revise the chart to more clearly detail the (i) ownership and
(ii) voting power of
your Class A and Class B shares upon completion of the offering. In
this regard, we note
the current presentation aggregates both classes. Please revise the
chart to more clearly
detail the ownership and voting power of the various contingency
groups.
Huan Liu
FirstName
Cheetah NetLastNameHuan Liu
Supply Chain Service Inc.
Comapany
January 19,NameCheetah
2023 Net Supply Chain Service Inc.
January
Page 3 19, 2023 Page 3
FirstName LastName
Risk Factors
Operational Risks
Our Engagement of independent contractors, who serve as purchasing agents to
acquire..., page
13
7. We note that in your risk factor here you state that "[i]f such
third-party purchasing agents
fail to function properly, or breach or terminate their cooperation
with us,..." Please revise
your disclosure to expand your discussion of your relationship with
your purchasing
agents, including whether you enter into contracts or agreements with
these independent
contractors and key terms of these agreements. We note your reference
to "independent
contractor agreement" in your risk factor beginning "We may be subject
to losses,
penalties, expenses, and damages for indemnifying purchasing
agents..." on page 14.
Our business may rely on a few customers that account for more than 10% of our
total purchase,
and interruption..., page 14
8. Your risk factor here describes your high customer concentration and
that you derive most
of your revenue from a few customers. Additionally, you discuss
generally entering into
an annual framework agreement with your major customers in the PRC and
provide an
outline of the key terms and obligations you must perform as a party
to these agreements.
Given your reliance on a few clients, please revise your risk factor
and elsewhere in your
prospectus to provide a brief description of the terms of the the
annual framework
agreements addressing your clients' obligations to accept orders and
provide payment to
you. Further, please expand your disclosure to address what recourse
you may have to
enforce these annual framework agreements, especially in light of
these parties being in
the PRC.
We recently launched our financial services in October 2022 and plan to provide
our
warehousing and logistics services..., page 15
9. Please expand the disclosure regarding your prospective warehousing
and logistics
services here and throughout your prospectus to brief discuss if and
how these planned
services would be tied to your existing parallel-import vehicle
business or if you intend to
offer these services to outside parties in your industry or other
industries. We note your
disclosure in your Business section on page 52 regarding offering
services to other small-
and medium-sized suppliers of parallel-import vehicles and Chinese
imported car dealers
without such a system.
Legal, Regulatory, and Compliance Risks
We are subject to automotive, commercial lending, and other laws and
regulations in the U.S....,
page 20
10. Please revise your risk factor to expand your discussion of the
"number of U.S. federal
and state laws and regulations applicable to automotive companies..."
that may affect your
business and conduct, including, but not limited to, your sales,
operations, financing,
Huan Liu
FirstName
Cheetah NetLastNameHuan Liu
Supply Chain Service Inc.
Comapany
January 19,NameCheetah
2023 Net Supply Chain Service Inc.
January
Page 4 19, 2023 Page 4
FirstName LastName
insurance, and employment practices. Additionally, please provide
cross-references to
other risk factors discussing aspects of these limitations, as
appropriate. For example, we
note your risk factor titled "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" on page 20 that discusses
your employment
of several foreign employees who currently do not have permanent work
permits in the
U.S.
Use of Proceeds, page 29
11. Please refer to the second paragraph. We note that the use of proceeds
allocation only
allocates 55% of the proceeds from this offering. Please revise the
second paragraph and
the principal purposes for which the net proceeds will be used to
account for the majority
of the proceeds from this offering. Alternatively, if you do not have
a current specific
plan for the allocation of a significant portion of the proceeds,
please so state and discuss
the principal reasons for the offering.
Capitalization, page 31
12. We note your Capitalization table does not total correctly. Please
note
that capitalization typically also includes the total amount of an
entity's cash and
indebtedness.
Business
Corporate History and Structure, page 54
13. Please revise the two bullet points below the diagram of your
corporate structure to
accurately reflect the footnotes indicated in the diagram. For
example, it appears that the
footnote (1) found after the Fairview Eastern International Holdings
Limited entity within
the diagram appears to align with the disclosure found in the first
bullet point.
Executive and Director Compensation
Summary Compensation Table, page 70
14. Please revise your summary compensation table to make clear the dollar
amounts received
by each individual for each component of compensation. For example,
please clarify if the
salary received by your CEO and Chairman of the Board of Directors,
Huan Liu, in 2021
which is currently reflected as "71.999.76" should be reflected as
"71,999.76." On this
point, please revise the bonus amounts for consistency and conformity
as well.
Additionally, please revise for the most recently completed fiscal
year.
Related Party Transactions, page 73
15. Please revise to provide the required information for the most
recently completed fiscal
year. Refer to Item 404 of Regulation S-K.
Huan Liu
Cheetah Net Supply Chain Service Inc.
January 19, 2023
Page 5
General
16. Please provide us with supplemental copies of all written communications,
as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
have presented or expect to present to potential investors in reliance on
Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies
of those
communications. Please contact the staff member associated with the
review of this filing
to discuss how to submit the materials, if any, to us for our review.
17. Please revise the cover page of your Resale Prospectus to confirm that
the selling
stockholders will not make any sales until your Class A common stock is
listed on a
national securities exchange. Further, please revise this cover page as
well as the
disclosure under Selling Stockholder Plan of Distribution in the Resale
Prospectus to state
that the offering is contingent on approval of the Nasdaq listing, to the
extent accurate.
Additionally, please revise the Resale Prospectus cover page to disclose
your duel-class
structure and the different voting rights and that the company will be a
controlled
company following the offering.
You may contact Abe Friedman at 202-551-8298 or Theresa Brillant at
202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680 with
any other
questions.
Sincerely,
FirstName LastNameHuan Liu
Division of
Corporation Finance
Comapany NameCheetah Net Supply Chain Service Inc.
Office of Trade &
Services
January 19, 2023 Page 5
cc: Ying Li
FirstName LastName