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[8-K] CN Healthy Food Tech Group Corp. Reports Material Event

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8-K

Rhea-AI Filing Summary

CN Healthy Food Tech Group Corp. reported that its subsidiaries Zhong Guo Liang Tou Group Limited and Heilongjiang Zhongneng Liangke Agricultural Technology received an Advance Notice of Administrative Penalty from the Heilongjiang bureau of the CSRC. The CSRC completed its investigation of the company’s merger with Iron Horse Acquisition Company and subsequent Nasdaq listing in September 2025 and determined the company did not complete mandatory offshore listing filing procedures under the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies. The bureau intends to impose fines of RMB3,000,000 (about $440,000) on Zhongneng Liangke and RMB1,500,000 (about $220,000) on CEO and chairman Zhenjun Jiang as the directly responsible executive. Zhongneng Liangke and Mr. Jiang may present a defense and request a hearing within five working days and are reviewing the Notice and their next steps.

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Insights

CSRC plans RMB4.5M in fines tied to CN Healthy Food’s Nasdaq listing.

The Heilongjiang bureau of the CSRC has finished its review of CN Healthy Food Tech Group Corp.’s merger with Iron Horse Acquisition Company and Nasdaq listing in September 2025. It concluded required offshore listing filing procedures under the Trial Administrative Measures were not completed.

The bureau intends to fine Zhongneng Liangke RMB3,000,000 (about $440,000) and CEO Zhenjun Jiang RMB1,500,000 (about $220,000) as the directly responsible executive. These are direct regulatory sanctions from a national securities regulator, which can influence perceptions of compliance and governance quality.

Zhongneng Liangke and Mr. Jiang can present a defense and request a hearing within five working days of receiving the Notice. Subsequent company disclosures may clarify whether the proposed penalties are upheld, modified, or withdrawn and whether any follow-on requirements are imposed regarding offshore listing procedures.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) April 24, 2026

 

CN Healthy Food Tech Group Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41898   85-4105289
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

Room 2712, Zhuhai Center Building

No. 1663 Yinwan Road, Xiangzhou District

Zhuhai, China 519000

(Address, including zip code, of principal executive offices)

 

(+86) 516-4577777

Registrant’s telephone number, including area code

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, par value $0.0001 per share   UCFI   The Nasdaq Stock Market
Warrants, each whole warrant exercisable for one share of Common stock at an exercise price of $11.50 per share   UCFIW   The Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

 

 

 

Item 8.01. Other Events.

 

On April 24, 2026, Zhong Guo Liang Tou Group Limited (“Zhong Guo Liang Tou”) and Heilongjiang Zhongneng Liangke Agricultural Technology Co., Ltd. (“Zhongneng Liangke”), subsidiaries of CN Healthy Food Tech Group Corp. (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 advises that the CSRC has completed its investigation of the Company’s merger with Iron Horse Acquisition Company 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. . The CSRC has further determined that this action violates 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.

 

The Heilongjiang Regulatory Bureau of the CSRC intends to impose fines of RMB3,000,000 (approximately $440,000) on Zhongneng Liangke and RMB1,500,000 (approximately $220,000) on Mr. Zhenjun Jiang, the Company’s chief executive officer and chairman of its board of directors, as the directly responsible executive.

 

Zhongneng Liangke and Mr. Jiang have the right to present a defense and request a hearing within five working days from the receipt of the Notice. Zhongneng Liangke and Mr. Jiang are reviewing the Notice and determining their next steps.

 

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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 hereunto duly authorized.

 

  CN HEALTHY FOOD TECH GROUP CORP.
     
Date: April 29, 2026 By: /s/ Zhenjun Jiang
  Name:  Zhenjun Jiang
  Title: Chief Executive Officer

 

 

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Source: View Original Filing on SEC EDGAR

FAQ

What regulatory action does the CSRC plan against CN Healthy Food Tech Group (IROH)?

The Heilongjiang bureau of the CSRC issued an Advance Notice of Administrative Penalty to CN Healthy Food’s subsidiary and its CEO, stating it intends to impose fines totaling RMB4.5 million for not completing mandatory offshore listing filing procedures before the company’s Nasdaq listing.

Why is CN Healthy Food Tech Group (IROH) facing potential fines from the CSRC?

The CSRC determined that CN Healthy Food did not complete mandatory offshore listing filing procedures under the Trial Administrative Measures before its merger with Iron Horse Acquisition Company and subsequent Nasdaq listing in September 2025, leading to an Advance Notice of Administrative Penalty and proposed fines.

Who at CN Healthy Food Tech Group (IROH) is named in the CSRC penalty notice?

The Notice names Heilongjiang Zhongneng Liangke Agricultural Technology Co., Ltd., a subsidiary of CN Healthy Food, and Mr. Zhenjun Jiang, the company’s CEO and board chairman, who is identified as the directly responsible executive subject to a proposed RMB1,500,000 fine.

What rights do CN Healthy Food’s subsidiary and CEO have in response to the CSRC Notice?

Zhongneng Liangke and CEO Zhenjun Jiang may present a defense and request a hearing within five working days from receiving the Advance Notice of Administrative Penalty. They are reviewing the Notice and considering their next steps within the prescribed response period.

Which transaction triggered the CSRC investigation into CN Healthy Food Tech Group (IROH)?

The CSRC investigation focused on CN Healthy Food’s merger with Iron Horse Acquisition Company and the company’s subsequent listing on the Nasdaq capital market in September 2025, examining whether required offshore listing filing procedures under the Trial Administrative Measures were completed.

Filing Exhibits & Attachments

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