CN Healthy Food Tech Group Corp.

Current report

Other than as set forth below, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.

Current report

Risks Related to the Continued Nasdaq Trading Halt

Current report

Following our listing on the Nasdaq Capital Market on October 1, 2025, Nasdaq notified us that the China Securities Regulatory Commission (the “CSRC”) had not yet completed its process of review of our U.S. listing, and Nasdaq halted trading of our common stock and warrants pending receipt of additional clarification. The trading halt remained in effect as of the filing date of this Quarterly Report. We have provided Nasdaq with additional documentation and continue to await further information. We cannot predict when, or whether, Nasdaq will lift the trading halt. Continued suspension of trading materially impairs the ability of our stockholders to buy or sell our common stock and warrants in the public market, may adversely affect our ability to access the capital markets to raise additional financing if needed, may affect our ability to retain employees compensated in part with equity awards, and could result in our common stock being delisted from Nasdaq. Any delisting could in turn cause a default or acceleration of obligations under our outstanding promissory notes and other contractual arrangements. The continued trading halt, combined with the matters described in the immediately following risk factor relating to the CSRC Administrative Penalty Notice, may also adversely affect our reputation, our relationships with customers, suppliers, and lenders, and our overall business prospects.

Current report

Risks Related to the CSRC Administrative Penalty Decision

Current report

As disclosed in our current report on Form 8-K filed with the SEC on April 29, 2026, on April 24, 2026, Zhongneng Liangke received the Notice from the CSRC in connection with the Company’s overseas listing filing process. The Notice proposes administrative fines of RMB 3,000,000 on Zhongneng Liangke and RMB 1,500,000 on Mr. Zhenjun Jiang, the Company’s Chairman and Chief Executive Officer, in his capacity as the directly responsible executive. On May 7, 2026, Zhongneng Liangke received the final Administrative Penalty Decision (the “Decision”) from the CSRC whereby the CSRC affirmed and formally imposed the fines proposed in the Notice. As of the date of this Quarterly Report, no final penalty has been paid but the Company and Mr. Jiang does not intend to appeal the Decision and intend to pay the fines proposed in the Notice in full.

Current report

We cannot predict the material adverse effect that the CSRC’s penalties may have on our reputation, our ability to conduct business in China, and our financial condition and results of operations. The aggregate fines of RMB 4,500,000 imposed on Zhongneng Liangke and Mr. Jiang represent a non-trivial cash outflow for the Company and may signal to regulators, investors, and business partners a heightened compliance risk associated with our PRC operations. The imposition of these fines could adversely affect the status of our pending regulatory matters with Nasdaq, prolong or complicate the resolution of the existing trading halt, and impair our ability to access the U.S. capital markets to raise additional financing if needed. In addition, the Decision may expose Zhongneng Liangke to additional regulatory scrutiny in China, which could result in delays or obstacles to obtaining future business licenses, permits, or governmental approvals necessary for our operations. Regulatory sanctions imposed on Mr. Jiang could restrict his ability to serve as an officer or director of a publicly-traded company in the PRC or in other capacities, which could disrupt our management structure and adversely affect our business operations. The proceedings could also result in further regulatory inquiries, restrictions on Mr. Jiang’s ability to serve in his current roles, and additional legal and professional fees, any of which could be material to our results of operations.

Current report

Risks Related to Our Defaulted Promissory Notes and Potential Dilution

Current report

Three promissory notes issued in connection with our September 30, 2025 Business Combination remained outstanding and in default of their respective payment obligations as of March 31, 2026, with aggregate outstanding principal of approximately $3,473,190 and accrued default interest of approximately $206,021. Each note accrues default interest at a rate of 15.0% per annum until the event of default is cured. Two of the three notes contain conversion provisions that, upon default, permit the respective note holder to receive shares of our common stock — in one case up to 5,000,000 shares (subject to a 4.99% beneficial ownership cap), and in another case 650,000 shares at a fixed conversion ratio. A third note (held by our Sponsor, a related party) requires us to reserve an unlimited number of shares of our common stock to satisfy the unpaid balance, also subject to a 4.99% beneficial ownership cap. If any of these note holders elect to enforce their conversion or share-delivery rights, the issuance of common stock to satisfy these obligations could cause substantial dilution to our existing stockholders. We are currently in discussions with each of the note holders to extend the maturity dates and address the defaults, but there can be no assurance that these discussions will result in favorable terms or any agreement at all. If we are unable to negotiate forbearance, extension, or repayment terms acceptable to the note holders, they may exercise their available remedies, which could have a material adverse effect on our financial condition, results of operations, and stockholders.

Current report

As described in Notes 6 and 7 to the condensed consolidated financial statements, the Company was in default of its payment obligations under the September 2025 Note Payable (outstanding principal of $2,018,500), the Assumed Note Payable (outstanding principal of $1,000,000), and the Sponsor Note Payable and Assumed Sponsor Note Payable (aggregate outstanding principal of $454,690) as of March 31, 2026. The Company continues to be in discussions with the respective note holders to extend the maturity dates. Default interest at 15.0% per annum has been accrued during the three months ended March 31, 2026.

Current report

Insider Adoption or Termination of Trading Arrangements

Previous report

Other than the risk factors listed below, there have been no material changes from the risk factors previously described under our Current Report on Form 8-K filed with the SEC on September 30, 2025 and the proxy statement/prospectus.

Previous report

Our securities have been suspended from trading on Nasdaq since October 1, 2025, following an oral notification from Nasdaq. If this suspension were to result in our delisting from Nasdaq, it would have a material adverse effect on the value or liquidity of our securities held by our investors.

Previous report

As disclosed in our current report on Form 8-K filed with the SEC on October 6, 2025, following its listing on Nasdaq on October 1, 2025, the Company was notified by Nasdaq that it had received a notification from personnel at the China Securities Regulatory Commission (the “CSRC”) informing Nasdaq that the CSRC had not yet completed its process of review of the Company’s U.S. listing. As a result, Nasdaq has halted trading in the Company’s Common Stock and Warrants while it seeks clarification of these matters from the Company (the “Trading Halt”). The Company believes it has satisfied its obligations with respect to the CSRC and has received a legal opinion from its Chinese securities counsel to that effect. The Company has provided Nasdaq with additional documentation. However, as of the date of this Quarterly Report, the Trading Halt is still in effect.

Previous report

If such Trading Halt were to continue, or if our securities were eventually delisted by Nasdaq our investors may face significant material adverse consequences due to their holding of our securities, including:

Previous report

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the state of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the Nasdaq, our securities would not be covered securities, and we would be subject to regulation in each state in which we offer our securities.

Previous report

If Nasdaq eventually decides to delist our securities, we may face shareholder lawsuits, which would have a material adverse effect on our operation.

Previous report

If Nasdaq eventually proceeds to delist our securities, such delisting would likely have a negative effect on the price of our securities and would impair shareholders’ ability to trade in our securities. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, or prevent future non-compliance with Nasdaq’s listing requirements.

Previous report

Additionally, if our securities are not listed on, or become delisted from Nasdaq, for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. If our securities become illiquid, shareholders may be unable to trade their securities unless a market can be established or sustained, and similarly if investors are precluded from trading their securities, it could have dire consequences on our ability to raise more capital.

Previous report

If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our business, profitability and reputation.

Previous report

On September 30, 2025, the Company issued a total of 1,000,000 shares of restricted common stock to Messrs. Bengochea and Caragol, in consideration for their assistance with the Company’s financial reporting, SEC filings, coordination with its auditors, governance issues, investor relations, and any other activities.

Previous report

None.

Previous report

None.