CN Energy Group. Inc. Announces Planned Acquisition of Blessing Logistics Ltd.

Rhea-AI Summary

CN Energy Group (NASDAQ: CNEY) entered a Share Purchase Agreement to acquire 100% of Blessing Logistics Ltd. for USD $2.0 million, to be paid in Class A ordinary shares based on a five-day VWAP before closing. Closing is expected on or before March 31, 2026 and is subject to customary conditions.

Blessing Logistics, founded 2015 and registered with the Alberta Energy Regulator, holds Canadian crude export licenses and is a qualified trader within the CNPC system. The acquisition aims to provide a North American operating entity and regulatory licenses to expand CNEY's international crude trading and exports.

Positive

• Acquisition price set at USD $2.0 million
• Canadian export licenses via Blessing Logistics (AER-registered)
• Immediate North American entity supporting cross-border trading

Negative

• Share issuance will satisfy consideration, creating potential dilution
• Transaction subject to customary closing conditions and not yet closed

Key Figures

Acquisition consideration: US$2.0 million Stake acquired: 100% of shares Pricing window: 5 trading days +5 more

8 metrics

Acquisition consideration US$2.0 million Total purchase consideration for 100% of Blessing Logistics

Stake acquired 100% of shares Outstanding shares of Blessing Logistics to be acquired

Pricing window 5 trading days VWAP period before closing to determine CNEY share issuance

Expected closing date On or before March 31, 2026 Targeted completion date for Blessing Logistics acquisition

Shelf registration size $100,000,000 Maximum aggregate offering under Form F-3 shelf filed Dec 19, 2025

Pre-paid facility cap $20 million Pre-paid share purchase facility referenced in 2025–2026 filings

Secured promissory note $7.51 million Streeterville Capital note issued Jan 16, 2026

Convertible note $3.15 million Unsecured convertible note described in Form 20-F

Market Reality Check

Price: $1.01 Vol: Volume 29,356 is far belo...

low vol

$1.01 Last Close

Volume Volume 29,356 is far below 20-day average of 4,441,030 (relative volume 0.01) ahead of this news. low

Technical Shares at $1.01 are trading below the 200-day MA of $1.97, and about 90.15% under the 52-week high.

Peers on Argus

Peers show mixed moves (e.g., BGLC +6.3%, several others down), and CNEY was fla...

Peers show mixed moves (e.g., BGLC +6.3%, several others down), and CNEY was flat (0%) pre-announcement, suggesting stock-specific focus once this deal prices in.

Previous Acquisition Reports

1 past event · Latest: Jan 29 (Positive)

Same Type Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Jan 29	Acquisition framework	Positive	+13.3%	Framework deal to buy ~82% of Blessing Logistics for about US$2.0M in shares.

Pattern Detected

The only prior acquisition-tagged headline on Jan 29, 2026 saw a positive 13.28% move, indicating investors previously reacted favorably to this transaction theme.

Recent Company History

Over recent months CNEY combined capital markets activity, listing pressure, and strategic expansion. On Jan 29, 2026, a framework agreement to acquire about 82% of Blessing Logistics for roughly US$2.0M in shares triggered a 13.28% gain. Earlier, Nasdaq delisting actions and reverse-split history highlighted listing risk, while Pathenbot initiatives underscored diversification into robotics and logistics automation. Today’s definitive share purchase agreement advances the same Blessing Logistics transaction from preliminary framework to a binding acquisition of 100%, deepening the North American oil trading strategy.

Historical Comparison

+13.3% avg move · Past acquisition news on Blessing Logistics led to a 13.28% move. Today’s definitive deal confirms a...

acquisition

+13.3%

Average Historical Move acquisition

Past acquisition news on Blessing Logistics led to a 13.28% move. Today’s definitive deal confirms and extends that framework, reinforcing the same strategic direction.

The company progressed from a framework agreement to a definitive share purchase agreement, moving from a proposed ~82% stake to acquiring 100% of Blessing Logistics.

Regulatory & Risk Context

Active S-3 Shelf · $100,000,000

Shelf Active

Active S-3 Shelf Registration 2025-12-19

$100,000,000 registered capacity

An effective Form F-3 shelf filed on Dec 19, 2025 registers up to $100,000,000 of securities, giving CNEY flexibility for future equity or debt issuance, although the filing is noted as not yet effective. This capacity, combined with prior private placements and structured financings, underscores the potential for future capital raises alongside the Blessing Logistics acquisition.

Market Pulse Summary

This announcement advances CNEY’s strategy by acquiring 100% of Blessing Logistics for US$2.0M in sh...

Analysis

This announcement advances CNEY’s strategy by acquiring 100% of Blessing Logistics for US$2.0M in shares, providing a North American oil trading platform and export licenses. It follows a prior framework agreement on the same asset that previously moved the stock by 13.28%. Against a backdrop of Nasdaq listing pressure, sizeable registered shelf capacity of up to $100,000,000, and recent debt and equity financings, investors may monitor closing by March 31, 2026 and any follow-on capital raises.

Key Terms

share purchase agreement, volume-weighted average price, alberta energy regulator, nasdaq, +3 more

7 terms

share purchase agreement financial

"today announced that it has entered into a Share Purchase Agreement to acquire 100%"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

volume-weighted average price financial

"determined based on the volume-weighted average price of CNEY's Class A Ordinary Shares"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

alberta energy regulator regulatory

"Blessing Logistics is a registered oil company with the Alberta Energy Regulator (AER)"

A provincial government agency that oversees oil, gas, coal and related energy activities in Alberta, including permitting, safety inspections and environmental rules. It matters to investors because its decisions—such as approving projects, imposing fines or changing operating conditions—can speed up or slow down production, alter costs and create legal or cleanup obligations, much like a building inspector whose sign-off determines whether a construction project can proceed.

nasdaq regulatory

"CN Energy Group. Inc. (NASDAQ: CNEY, "CNEY" ) today announced"

The Nasdaq is a stock exchange where many companies' shares are bought and sold, functioning much like a marketplace for investments. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping them track the value of those companies and make informed decisions. As one of the largest and most technology-focused markets, it also reflects trends and developments in the business world.

form f-3 regulatory

"has filed a shelf registration on Form F-3 to offer up to"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

shelf registration regulatory

"has filed a shelf registration on Form F-3 to offer up to"

Shelf registration is when a company gets permission ahead of time to sell new stocks or bonds over a period of time instead of all at once. It matters to investors because it lets a company raise money quickly when needed, but it can also change the value of existing shares if many new ones are sold.

convertible note financial

"a $3.15 million unsecured convertible note, and a $7.51 million secured promissory note"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

AI-generated analysis. Not financial advice.

LISHUI, China, Feb. 23, 2026 /PRNewswire/ -- CN Energy Group. Inc. (NASDAQ: CNEY, "CNEY" or the "Company") today announced that it has entered into a Share Purchase Agreement to acquire 100% of the outstanding shares of Blessing Logistics Ltd. ("Blessing Logistics"), an oil trading company incorporated in Alberta.

Under the terms of the agreement, the total purchase consideration is USD $2.0 million, expected to be satisfied through the issuance of Class A Ordinary Shares of CNEY. The number of shares to be issued will be determined based on the volume-weighted average price of CNEY's Class A Ordinary Shares for the five consecutive trading days immediately preceding the closing date, subject to adjustment as provided in the agreement.

The closing of the transaction is subject to customary closing conditions and is expected to occur on or before March 31, 2026.

Founded in 2015, Blessing Logistics is a registered oil company with the Alberta Energy Regulator (AER) and holds Canadian crude oil export licenses. The company is also recognized as a qualified trader within the CNPC system, and is engaged primarily in oil trading as well as crude oil and asphalt exports.

The proposed acquisition is expected to provide CNEY with a fully operational North American entity and critical regulatory licenses supporting the Company's strategic expansion into the North American oil market. The integration of Blessing Logistics is expected to strengthen CNEY's operational capabilities and enhance its participation in global crude oil trading and export activities.

Mr. Wenhua Liu, interim CEO of CNEY, commented:

"We are pleased to enter into this agreement to acquire Blessing Logistics. This transaction represents an important step in executing CNEY's global energy strategy. Following closing, we expect to leverage Blessing Logistics' operational platform and licenses to expand our international crude oil trading business and create long-term value for our shareholders."

About CN Energy Group. Inc.

CN Energy Group. Inc. is currently listed on NASDAQ under the symbol "CNEY." CNEY has pioneered and specialized in producing high-quality recyclable activated carbon from raw carbon materials, converting harmful wastes into invaluable wealth and delivering significant financial, economic, environmental and ecologic benefits. CNEY's products and services have been widely used by food and beverage producers, industrial and pharmaceutical manufacturers, as well as environmental protection enterprises. CNEY also develops and provides customizable robotics products, automation tools, and related software solutions for small and medium-sized industrial, logistics, and service businesses in North America. For more information, please visit the Company's website at www.cneny.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can generally be identified by words such as "anticipate," "believe," "expect," "intend," "may," "plan," "will," "would," and similar expressions. Forward-looking statements are based on current beliefs, expectations, and assumptions and are not guarantees of future performance.

These forward-looking statements include statements regarding the expected closing of the transaction, the expected benefits of the acquisition, and the Company's strategic expansion plans. These statements are subject to risks and uncertainties, including those described under "Risk Factors" in the Company's filings with the Securities and Exchange Commission, and actual results may differ materially, including if the parties do not enter into definitive agreements, required approvals are not obtained, or the Company is unable to integrate the business or realize the anticipated benefits of the transaction.

Forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation to update them, except as required by law. Information on the Company's website or social media is not incorporated by reference into this press release.

View original content:https://www.prnewswire.com/news-releases/cn-energy-group-inc-announces-planned-acquisition-of-blessing-logistics-ltd-302694397.html

SOURCE CN Energy Group. Inc.

FAQ

What did CN Energy (CNEY) agree to pay for Blessing Logistics and how will it be funded?

CNEY agreed to pay USD $2.0 million, to be satisfied by issuing Class A ordinary shares. According to the company, the number of shares will be calculated using the five-day VWAP immediately before closing and may be adjusted per the agreement.

When is the CN Energy (CNEY) acquisition of Blessing Logistics expected to close?

The transaction is expected to close on or before March 31, 2026, subject to customary conditions. According to the company, closing depends on satisfying standard closing conditions and regulatory processes before that date.

What licenses and regulatory status does Blessing Logistics bring to CN Energy (CNEY)?

Blessing Logistics is registered with the Alberta Energy Regulator and holds Canadian crude export licenses. According to the company, it is also recognized as a qualified trader within the CNPC system, enabling export and trading operations.

How will the Blessing Logistics acquisition affect CN Energy's (CNEY) business strategy?

The acquisition is expected to provide a North American operational platform and regulatory licenses to expand crude trading. According to the company, integration should strengthen operational capabilities and support international crude export activities.