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
