[6-K] CN ENERGY GROUP. INC. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

CN Energy Group Inc. has completed an all-share acquisition of Blessing Logistics Ltd. through its wholly owned subsidiary CNEY Canada Inc. Under an Amended and Restated Share Purchase Agreement dated March 30, 2026, CNEY Canada acquired all issued and outstanding shares of Blessing Logistics for aggregate consideration of US$2,000,000, payable solely in the Company’s Class A ordinary shares at US$0.70 per share, subject to adjustment based on the fair value of certain assets at closing.

The acquisition closed on March 31, 2026, making Blessing Logistics a wholly owned subsidiary of CNEY Canada Inc. The shares issued were offered in reliance on Regulation S and are subject to customary transfer restrictions, including a six-month lock-up. The agreement includes customary representations, warranties, covenants and indemnification provisions and is incorporated by reference into CN Energy’s existing Registration Statement on Form F-3.

Insights

Cross-border M&A and capital markets analyst

CN Energy uses stock to fund a modest cross-border logistics acquisition under Regulation S.

CN Energy Group Inc. acquired all shares of Blessing Logistics Ltd. for US$2,000,000, paid entirely in Class A ordinary shares priced at US$0.70 each. Using equity instead of cash preserves liquidity while expanding into Canadian logistics through its CNEY Canada Inc. subsidiary.

The shares were issued under Regulation S with a six-month lock-up, which confines initial resales and may temper near-term secondary selling pressure. Standard representations, covenants and indemnification provisions indicate a conventional private M&A structure, with deal terms also tied to asset fair value adjustments at closing.

The transaction closed on March 31, 2026 and Blessing Logistics is now a wholly owned subsidiary of CNEY Canada Inc. The arrangement is also incorporated by reference into CN Energy’s existing Form F-3 shelf, aligning the acquisition equity with its broader capital markets framework.

Key Figures

Purchase price: US$2,000,000 Share issue price: US$0.70 per share Lock-up period: Six months +3 more

6 metrics

Purchase price US$2,000,000 Aggregate consideration for all Blessing Logistics shares

Share issue price US$0.70 per share Price of Class A ordinary shares used as consideration

Lock-up period Six months Transfer restriction on shares issued to Sellers

Closing date March 31, 2026 Date acquisition of Blessing Logistics was completed

Agreement date March 30, 2026 Date of Amended and Restated Share Purchase Agreement

Original agreement date February 19, 2026 Date of initial Share Purchase Agreement later amended and restated

Key Terms

Amended and Restated Share Purchase Agreement, Regulation S, lock-up, indemnification provisions, +1 more

5 terms

Amended and Restated Share Purchase Agreement financial

"entered into an Amended and Restated Share Purchase Agreement (the “Purchase Agreement”)"

Regulation S regulatory

"The shares were issued in reliance on Regulation S under the Securities Act of 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

lock-up financial

"subject to customary transfer restrictions, including a six-month lock-up"

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

indemnification provisions financial

"The Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions."

Registration Statement on Form F-3 regulatory

"incorporated by reference into the Registration Statement on Form F-3 of the Company"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of April 2026

Commission file number: 001-39978

CN ENERGY GROUP. INC.

Building 2-B, Room 206, No. 268 Shiniu Road

Liandu District, Lishui City, Zhejiang Province

The People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F ☐

Entry into a Material Definitive Agreement.

On March 30, 2026, CN Energy Group. Inc. (the “Company”) and its wholly owned subsidiary, CNEY Canada Inc. (“AcquireCo”), entered into an Amended and Restated Share Purchase Agreement (the “Purchase Agreement”) with Blessing Logistics Ltd., an Alberta corporation (“Blessing Logistics”), and the sellers listed therein (collectively, the “Sellers”), which amends and restates the Share Purchase Agreement dated February 19, 2026, previously disclosed in the Company’s Report on Form 6-K furnished to the Securities and Exchange Commission on February 20, 2026.

Pursuant to the Purchase Agreement, AcquireCo acquired all of the issued and outstanding shares of Blessing Logistics for aggregate consideration of US$2,000,000, payable solely through the issuance of Class A ordinary shares of the Company at a price of US$0.70 per share, subject to adjustment based on the fair value of certain assets at closing. The shares were issued in reliance on Regulation S under the Securities Act of 1933, as amended, and are subject to customary transfer restrictions, including a six-month lock-up.

The transaction closed on March 31, 2026, and Blessing Logistics is now a wholly owned subsidiary of AcquireCo. The Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Report on Form 6-K and is incorporated herein by reference.

This report of foreign private issuer on Form 6-K is hereby incorporated by reference into the Registration Statement on Form F-3 of the Company (File Number 333-292319), as amended, and into the prospectus outstanding thereunder, to the extent not superseded by documents or report subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

EXHIBIT

Exhibit No.		Description
10.1		Amended and Restated Share Purchase Agreement, dated March 30, 2026 by and among CN Energy Group. Inc., CNEY Canada Inc., Blessing Logistics Ltd. and the Sellers therein.*

* The schedules and similar attachments to this Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or attachment to the Securities and Exchange Commission upon request. 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CN Energy Group. Inc.
Date: April 2, 2026	By:	/s/ Wenhua Liu
	Name:	Wenhua Liu
	Title:	Interim Chief Executive Officer

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FAQ

What did CN Energy (CNEY) acquire in this Form 6-K filing?

CN Energy acquired all issued and outstanding shares of Blessing Logistics Ltd. through its wholly owned subsidiary CNEY Canada Inc. The deal makes Blessing Logistics a wholly owned subsidiary and expands CN Energy’s footprint into the Canadian logistics sector.

How much did CN Energy (CNEY) pay for Blessing Logistics and in what form?

CN Energy agreed to pay aggregate consideration of US$2,000,000 for Blessing Logistics. The price is payable solely in Class A ordinary shares of the company, issued at US$0.70 per share, with potential adjustment based on asset fair value at closing.

When did CN Energy’s acquisition of Blessing Logistics close?

The acquisition of Blessing Logistics by CN Energy’s subsidiary CNEY Canada Inc. closed on March 31, 2026. From that date, Blessing Logistics became a wholly owned subsidiary within CN Energy’s corporate structure, subject to the terms of the amended and restated share purchase agreement.

How were CN Energy (CNEY) shares issued in this transaction treated under securities laws?

The Class A ordinary shares issued as consideration were offered in reliance on Regulation S under the Securities Act of 1933. These shares carry customary transfer restrictions, including a six-month lock-up, limiting their resale immediately after the transaction closes.

Does this CN Energy (CNEY) transaction relate to its existing Form F-3 registration?

Yes. This Form 6-K, describing the Blessing Logistics acquisition, is incorporated by reference into CN Energy’s Registration Statement on Form F-3. It also becomes part of the outstanding prospectus, unless later superseded by subsequent company filings under securities laws.

What protections are included in CN Energy’s amended share purchase agreement?

The amended and restated share purchase agreement includes customary representations, warranties, covenants and indemnification provisions. These clauses allocate risk between CN Energy and the sellers of Blessing Logistics and help govern post-closing responsibilities related to the acquired business.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 AMENDED AND RESTATED SHARE PURCHASE AGREEMENT 225.1 KB