CN Healthy Food Tech Group Corp.

Current report

On October 7, 2026, the Panel issued a decision finding us in compliance with the Nasdaq Listing Rules and granting our request to remain listed, subject to conditions, including a one-year discretionary panel monitor. On October 20, 2026, Nasdaq announced that the trading halt in our securities will continue. Nasdaq has requested additional information from us, and trading will remain halted until we have satisfied Nasdaq’s request for information. The trading halt remained in effect as of the filing date of this Quarterly Report. We cannot assure you that we will be able to provide information satisfactory to Nasdaq, when trading in our securities will resume, if at all, or that we will satisfy the conditions imposed by the Panel during the monitoring period. If we fail to satisfy Nasdaq’s request or the Panel’s conditions, trading in our securities may remain halted indefinitely, and Nasdaq may suspend or delist our common stock and warrants. While trading remains halted, our stockholders and warrant holders are unable to sell their securities on Nasdaq, and a prolonged halt, suspension or delisting could materially and adversely affect the liquidity and market price of our securities, reduce the number of investors willing to hold or acquire our securities, damage our reputation, and impair our ability to raise capital on acceptable terms, or at all.

Previous report

Risks Related to the Notice of Delist Determination Letter

Previous report

On July 16, 2026, the Company received a letter (the “Determination Letter”) from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (the “Staff”) notifying the Company that the Staff had determined to delist the Company’s common stock and warrants (the “Listed Securities”) from the Nasdaq Capital Market. The Company timely requested an appeal of the Staff’s determination before the Nasdaq Hearings Panel (the “Panel”). The timely filing of the appeal request stays any suspension or delisting action with respect to the Listed Securities pending the Panel’s decision; however, the trading halt that has been in effect since October 1, 2025 in connection with the CSRC’s review of the Company’s U.S. listing will remain in place notwithstanding the appeal. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to satisfy any conditions that the Panel may impose. If the Company’s securities are ultimately delisted from Nasdaq, such delisting could constitute an event of default or trigger acceleration provisions under our outstanding promissory notes and other contractual arrangements. In addition, the continued trading halt and the Determination Letter, together with the matters described in the immediately following risk factor relating to the CSRC Administrative Penalty Decision, may adversely affect our reputation, our relationships with customers, suppliers, and lenders, and our overall business, financial condition, and prospects.

Previous report

Risks Related to the CSRC Administrative Penalty Decision

Previous report

As disclosed in our current report on Form 8-K filed with the SEC on April 29, 2026, on April 24, 2026, Heilongjiang Zhongneng Liangke Agricultural Technology Co., Ltd. (“Zhongneng Liangke”), a wholly-owned PRC operating subsidiary of the Company, received an Advance Notice of Administrative Penalty (the “Notice”) from the Heilongjiang Regulatory Bureau of the China Securities Regulatory Commission (the “CSRC”). The Notice advised that the CSRC had completed its investigation of the Company’s merger with Iron Horse Acquisition Corp. and subsequent listing on the Nasdaq Capital Market in September 2025, and determined that the Company failed to complete the CSRC’s mandatory offshore listing filing procedures prior to such listing, in violation of Articles 13 and 19(1) of the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), constituting an offense under Article 27(1) of the Trial Measures. On May 7, 2026, Zhongneng Liangke received the final Administrative Penalty Decision (the “Decision”) from the CSRC, whereby the CSRC affirmed and formally imposed fines of RMB 3,000,000 (approximately $440,000) on Zhongneng Liangke and RMB 1,500,000 (approximately $220,000) on Mr. Zhenjun Jiang, the Company’s Chairman and Chief Executive Officer, as the directly responsible executive. These penalties were fully paid on May 24, 2026, and no further amounts are payable by the Company under the Decision. The fine imposed on Mr. Jiang is his personal liability and not an obligation of the Company. The Decision may signal to regulators, investors, and business partners a heightened compliance risk associated with our PRC operations. We cannot predict the extent to which the CSRC’s penalties and the underlying compliance findings may adversely affect our reputation, our relationships with business partners, our ability to conduct business in China, or our financial condition and results of operations.

Previous report

Risks Related to Our Defaulted Promissory Notes and Potential Dilution

Previous report

As of June 30, 2026, three promissory notes issued in connection with our September 30, 2025 Business Combination remained outstanding and in default of their respective payment obligations, with aggregate outstanding principal of approximately $3.5 million and accrued default interest of approximately $335,908. Each note accrues default interest at a rate of 15.0% per annum until the applicable 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. The third note, held by our Sponsor (a related party), requires us to reserve 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 elects to enforce its conversion or share-delivery rights, the issuance of common stock to satisfy these obligations could result in 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’ equity.