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CN Healthy Food Tech Group Corp.

For the period ended Mar 31, 2026. Filed May 13, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 13, 2026

UCFI$5.510.0%Stored close · as of Jul 8, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒** QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For the quarterly period ended March 31,2026

OR

☐** TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For the transition period from to

Commission File Number 001-41898

CN Healthy Food Tech Group Corp.

(Exact name of Registrant as specified in its Charter)

Delaware85-4105289
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
Rooms 1901-1930, T3 Office Building, Hengqin Huafa Commercial City, No.128 Rong’ao Road, Hengqin Guangdong-Macao In-depth Cooperation Zone, Zhuhai City, Guangdong Province, China519000
(Address of principal executive offices)(Zip Code)

**Registrant’s telephone number, including area code:(+86) 0756-8300080 **

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.0001 per shareUCFIThe Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per shareUCFIWThe Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

As of May 13, 2026, the registrant had 52,234,983 shares of common stock, par value $0.0001 per share, outstanding.

TABLE OF CONTENTS

PART IFINANCIAL INFORMATION1
Item 1.Financial Statements (unaudited)1
Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 20251
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025 (unaudited)2
Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2026 and 2025 (unaudited)3
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited)4
Notes to the Condensed Consolidated Financial Statements (unaudited)5
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations14
Item 3.Quantitative and Qualitative Disclosures About Market Risk17
Item 4.Controls and Procedures17
PART IIOTHER INFORMATION18
Item 1.Legal Proceedings18
Item 1A.Risk Factors18
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds19
Item 3.Defaults Upon Senior Securities19
Item 4.Mine Safety Disclosures19
Item 5.Other Information19
Item 6.Exhibits19
SIGNATURES20

i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) of CN Healthy Food Tech Group Corp. (the “Company”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues, market growth, capital requirements, product introductions, expansion plans and the adequacy of our funding. Forward-looking statements appear in a number of places in this Quarterly Report including, without limitation, in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of the Company as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors” and the following:

●The Company’s ability to meet expectations related to its products, technologies and services and its ability to attract and retain revenue-generating customers and execute on its growth plans;
●the possibility that the Company is subject to legal sanctions and penalties in the event that the China Securities Regulatory Commission determines that the Company violates the applicable Chinese securities rules and regulations;
●the outcome of, and any monetary fines or other administrative sanctions imposed in connection with, the Advance Notice of Administrative Penalty issued by the Heilongjiang Regulatory Bureau of the China Securities Regulatory Commission on April 24, 2026 to the Company’s PRC subsidiary Heilongjiang Zhongneng Liangke Agricultural Technology Co., Ltd. and to Mr. Zhenjun Jiang, the Company’s Chairman and Chief Executive Officer, in respect of the Company’s overseas listing filing process;
●the inability to resume trading on the Nasdaq Capital Market since the halt of its trading on October 1, 2025;
●the continued defaults under the promissory notes issued in connection with the Business Combination and the risk of holders exercising conversion rights;
●the failure to realize the anticipated benefits of the business combination with Iron Horse Acquisitions Corp. that consummated on September 30, 2025 (the “Business Combination”);
●the risk of actual or alleged failure to comply with data privacy laws and regulations;
●the outcome of any legal proceedings that may be instituted against the Company related to the Business Combination;
●the attraction and retention of qualified directors, officers, employees and key personnel of the Company;
●the impact from future regulatory, judicial, and legislative changes in the Company’s industry;
●those factors set forth in documents filed, or to be filed, with the SEC by the Company.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of the Company prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the matters addressed in this Quarterly Report and attributable to the Company or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events.

ii

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.