CTNT

New in FY2025

• As of the date of this annual report, Edward maintains a bond in the amount of $75,000.
• Operational 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.
• We have shifted our business focus from parallel-import vehicle sales to logistics and warehousing services.
• On March 3, 2025, our board of directors formally approved the discontinuation of the parallel-import vehicle business.
• As a result of the discontinuation of this business line, we will no longer generate revenue from vehicle sales and will rely primarily on our logistics and warehousing services for future revenue In February 2024, we acquired Edward to expand our logistics and warehousing service operations.
• Our transformation has significantly altered, and will continue to alter, our revenue composition, cost structure, operational focus, and risk profile.
• If we are unable to successfully execute our business transformation, integrate acquired businesses, or achieve anticipated operational efficiencies and synergies, our business, financial condition, and results of operations could be materially and adversely affected.
• If 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. ​ Clients often rely on logistics companies because developing in-house logistics and supply chain capabilities is costly, requires specialized expertise, and can lead to operational inefficiencies.
• During the year ended December 31, 2024, we derived most of our revenue from a few customers.
• As of December 31, 2025 and 2024, we had working capital of approximately $7.7 million and $10.2 million, respectively.
• As of December 31, 2025, we had 12 full-time employees, including four foreign employees who currently do not have permanent work permits in the U.S.
• We are also subject to laws and regulations affecting public companies, including securities laws and exchange listing rules.
• Beginning in March 2025, following increases in U.S. tariffs on certain Chinese imports, the PRC government announced and implemented retaliatory measures against U.S.-origin goods.
• Effective March 10, 2025, the PRC imposed additional tariffs on a range of U.S. products, including agricultural commodities and other merchandise.
• In April 2025, China further escalated its response by increasing certain retaliatory tariff rates and implementing additional non-tariff measures, such as export controls, trade restrictions, and regulatory actions affecting U.S. companies and products.
• In October 2025, the U.S. and the PRC announced a temporary trade understanding under which certain retaliatory tariffs and non-tariff measures were suspended or paused.
• However, these measures remain subject to change, and there can be no assurance that previously suspended tariffs will not be reinstated or that additional trade restrictions will not be imposed in the future.
• Our management has concluded that our internal controls and procedures were ineffective at the reasonable assurance level as of December 31, 2025. ​ Our management team cannot guarantee that our internal controls and disclosure controls and procedures will prevent all possible errors.
• These quotation services are generally considered to be markets that are less efficient and that provide less liquidity in the shares than the Nasdaq Capital Market. ​ If 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. ​ Any trading market for our Class A common stock may depend in part on the research and reports that industry or securities analysts publish about us or our business.
• If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A common stock and the trading volume to decline. ​ Anti-takeover provisions in our certificate of incorporation and our bylaws may discourage, delay, or prevent a change in control.
• Some provisions of our certificate of incorporation and our bylaws, which became effective on February 2, 2026, may discourage, delay, or prevent a change in control of our Company or management that stockholders may consider favorable, including, among other things, the following: ● provisions that authorize our board of directors to issue shares with preferred stock in one or more series and to fix the designation, voting powers, preferences, or other special rights or restrictions without any further vote or action by our stockholders; and ● provisions that restrict the ability of our stockholders to call special meetings and that limit the business that may be conducted at special meetings to the matters described in the meeting notice.
• 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. ​ We are an “emerging growth company” and a “smaller reporting company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” and “smaller reporting companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our 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. ​ In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards.

Gone since FY2024

• As of the date of this annual report, Edward maintains a bond in the amount of $75,000. ​ Item 1A.
• 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.
• The PRC government has imposed controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of the PRC.
• For instance, the Circular on Promoting the Reform of Foreign Exchange Management and Improving Authenticity and Compliance Review, or “SAFE Circular 3,” issued on January 26, 2017, provides that banks shall, when dealing with dividend remittance transactions from a domestic enterprise to its offshore shareholders of more than $50,000, review the relevant board resolutions, original tax filing form, and audited financial statements of such domestic enterprise based on the principle of genuine transaction.
• There is no guarantee that the PRC government will not further intervene or impose other restrictions on our PRC customers’ ability to transfer or distribute cash outside the PRC.
• In the event that the foreign exchange control system prevents our PRC customers from remitting their payments to the U.S., we may not be able to receive a substantial portion of our revenue.
• As a result, our business, financial condition, and results of operations may be adversely affected.
• Operational 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.
• We are shifting our business focus from parallel-import vehicle sales to logistics and warehousing services.
• During the year ended December 31, 2024, we sold 14 vehicles, generating revenue of $1.6 million.
• During the year ended December 31, 2023, we sold 303 vehicles, generating revenue of $38.3 million.
• In February 2024, we acquired Edward to expand our logistics and warehousing service operations.
• These strategic actions are expected to significantly alter our revenue structure and could, if unsuccessful, materially and adversely affect our business, financial condition, and results of operations.
• If 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.
• Clients often rely on logistics companies because developing in-house logistics and supply chain capabilities is costly, requires specialized expertise, and can lead to operational inefficiencies.
• During the years ended December 31, 2024 and 2023, we derived most of our revenue from a few customers.
• For the year ended December 31, 2023, our three largest clients accounted for 53.2%, 25.5%, and 20.2% of our total revenue, respectively.
• As of December 31, 2024 and 2023, we had working capital of approximately $10.2 million and $7.5 million, respectively.
• As of December 31, 2024, we had 13 full-time employees, including six foreign employees who currently do not have permanent work permits in the U.S.
• For example, under the Immigration and Nationality Act, a foreign national is eligible for employment authorization in the U.S. only with an employment-related green card (permanent residency), an exchange visitor work and study visa, or a temporary (non-immigrant) worker visa, such as an H-1B visa.
• In particular, the H-1B visa is a nonimmigrant work visa that allows U.S. employers to hire foreign workers for specialty jobs that require a bachelor’s degree or equivalent.
• H-1B status can be granted initially for up to three years and can be extended for another three years.
• H-1B holders who reach that six-year maximum must leave the U.S. and remain outside for at least one year before being eligible for a new six years of H-1B.
• As of December 31, 2024, we had 13 full-time employees, including six foreign employees who do not have permanent work permits in the U.S. and currently work under H-1B visas or student visas.
• See “—Operational Risks—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.” We are also subject to laws and regulations affecting public companies, including securities laws and exchange listing rules.
• Trump announced that the U.S. would impose an additional 20% tariff on Chinese imports starting March 4, 2025.
• This announcement has undermined confidence in trade relations between China and the U.S.
• Our management has concluded that our internal controls and procedures were ineffective at the reasonable assurance level as of December 31, 2024. ​ Our management team cannot guarantee that our internal controls and disclosure controls and procedures will prevent all possible errors.
• These quotation services are generally considered to be markets that are less efficient and that provide less liquidity in the shares than the Nasdaq Capital Market. ​ 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. ​ We have a dual-class voting structure consisting of Class A and Class B common stock.
• Under this structure, holders of Class A common stock are entitled to one vote per share of Class A common stock, and holders of Class B common stock are entitled to 15 votes per share of Class B common stock, which may cause the holders of Class B common stock to have an unbalanced, higher concentration of voting power.
• As of the date of this annual report, Mr.
• Huan Liu, our Chief Executive Officer and the sole stockholder of Class B common stock, beneficially owns 546,875 shares, or 100%, of our issued Class B common stock, representing approximately 75.4% of the voting rights in our Company.
• As a result, until such time as his voting power is below 50%, Mr.
• Huan Liu as the controlling stockholder has substantial influence over our business, including decisions regarding mergers, consolidations, and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions.
• He may take actions that are not in the best interests of us or our other stockholders.
• These corporate actions may be taken even if they are opposed by our other stockholders.
• Further, such concentration of voting power may discourage, prevent, or delay the consummation of transactions that stockholders may consider favorable, including ones in which stockholders might otherwise receive a premium for their shares.
• Future issuances of shares of Class B common stock may also be dilutive to the holders of Class A common stock.
• As a result, the market price of our Class A common stock could be adversely affected.
• If 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. ​ Any trading market for our Class A common stock may depend in part on the research and reports that industry or securities analysts publish about us or our business.

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