[6-K] CN Energy Group Inc. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

CN Energy Group Inc. entered into two securities purchase agreements dated August 1, 2025, issuing a total of 2,608,693 ordinary shares at $2.30 per share to raise an aggregate $6,000,000. The Company sold 1,977,302 Class A ordinary shares for $4,547,800 to certain investors and sold 631,391 Class B ordinary shares for $1,452,200 to Weastfinace Group Inc., which the filing states is controlled by director Xinyang Wang. The filing summarizes the material terms and attaches the full agreements as Exhibits 10.1 and 10.2.

The report discloses the size, price and counterparty for the transactions but does not specify the use of proceeds, any registration or resale arrangements, or additional investor rights within the body of the report; interested parties are directed to the attached agreements for full terms.

Positive

• Raised $6,000,000 in gross proceeds through combined Class A and Class B share issuances
• Clear per-share pricing of $2.30 for both Class A and Class B shares
• Formal agreements attached as Exhibits 10.1 and 10.2, providing contractual documentation

Negative

• Related-party issuance: Class B investor is controlled by director Xinyang Wang, raising governance concerns
• Potential dilution: 2,608,693 new shares were issued, which will dilute existing holders absent share count context
• Limited disclosure in the report regarding use of proceeds, registration/resale rights, and approval/valuation process

Insights

Financial Analyst

TL;DR: Company raised $6.0M through equity issuances at $2.30 per share, providing immediate liquidity.

The financing consists of 1,977,302 Class A shares and 631,391 Class B shares totaling 2,608,693 shares issued at $2.30 each for aggregate proceeds of $6,000,000. From a capital structure perspective, this is a straightforward equity raise that provides cash without adding debt. The uniform pricing simplifies valuation comparability across the two tranches. Material effects on per-share metrics depend on pre-existing outstanding share count, which is not disclosed here. Full investor rights and any registration/resale protections are contained in Exhibits 10.1 and 10.2 and should be reviewed to assess dilution timing and secondary-market impacts.

Corporate Governance Expert

TL;DR: Related-party participation merits governance scrutiny; disclosure attaches agreements but provides limited summary detail.

The filing explicitly identifies the Class B investor as Weastfinace Group Inc., controlled by director Xinyang Wang, creating a related-party transaction that warrants careful review of terms, fairness, and approval process. The report states the agreements are summarized and filed as Exhibits 10.1 and 10.2; however, the body of the report does not describe conflict-of-interest procedures, board approvals, or special valuation steps. Investors should consult the exhibits for any preferential rights, restrictive covenants, or related indemnities that could affect minority shareholders.

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 August 2025

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 Securities Purchase Agreements

On August 1, 2025, CN Energy Group. Inc., a British Virgin Islands company (the “Company”), entered into a securities purchase agreement (the “Class A Purchase Agreement”) with certain investors (the “Class A Investors”), pursuant to which the Company issued to the Class A Investors an aggregate of 1,977,302 Class A ordinary shares, no par value, of the Company (the “Class A Ordinary Shares”), at a price per share of $2.30, for an aggregate purchase price of $4,547,800.00.

On August 1, 2025, CN Energy Group. Inc., a British Virgin Islands company (the “Company”), entered into a securities purchase agreement (the “Class B Purchase Agreement” and collectively with the Class B Purchase Agreement, the “Purchase Agreements”) with Weastfinace Group Inc., which is controlled by Xinyang Wang, a director of the Company (the “Class B Investor”), pursuant to which the Company issued to the Class B Investor an aggregate of 631,391 Class B ordinary shares, no par value, of the Company (the “Class B Ordinary Shares”), at a price per share of $2.30, for an aggregate purchase price of $1,452,200.

The foregoing descriptions of the Purchase Agreements are summaries of the material terms of such agreements, do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreements, which are attached hereto as Exhibits 10.1 and 10.2.

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EXHIBITS

Exhibit No.		Description
10.1		Securities Purchase Agreement dated August 1, 2025, by and between the Company and the Class A Investors
10.2		Securities Purchase Agreement dated August 1, 2025, by and between the Company and the Class B Investors

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SIGNATURE

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: August 11, 2025	By:	/s/ Wenhua Liu
	Name:	Wenhua Liu
	Title:	Interim Chief Executive Officer

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FAQ

How much capital did CN Energy (CNEY) raise in this filing?

The Company raised an aggregate $6,000,000 from the two securities purchase agreements.

How many shares were issued and at what price per share?

A total of 2,608,693 shares were issued: 1,977,302 Class A and 631,391 Class B, each at $2.30 per share.

Who is the Class B investor in the CNEY transaction?

The Class B investor is Weastfinace Group Inc., which the filing states is controlled by director Xinyang Wang.

Where can I find the full terms of the purchase agreements?

The filing attaches the complete agreements as Exhibits 10.1 and 10.2 to the report.

Does the report disclose how CN Energy will use the proceeds?

Use of proceeds is not specified in the body of this report; the filing only summarizes the purchase agreements.