CN Healthy Food Tech posts $144K loss in Q3 2026
Nasdaq’s continued-listing decision did not restore trading; UCFI’s common stock and warrants remained halted pending the company’s information response.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
CN Healthy Food Tech Group Corp. (UCFI) reported third-quarter 2026 revenue of $2,457,472, down 68.9% year over year, and a $144,007 net loss, versus $3,344,966 net income a year earlier. Nine-month revenue was $17,019,920 (down 14.4%) and net income was $2,607,374 (down 63.0%). The company cautioned that periods before and after the September 30, 2025 business combination may not be directly comparable.
Operating cash outflow was $12,765,412 for the nine months ended September 30, 2026; cash was $21,524,338 at September 30, 2026. At that date, $3,473,190 of aggregate principal was in payment default, accruing 15.0% default interest. Most cash was held in PRC bank accounts and was not readily available to the U.S. parent without repatriation. Management concluded its plans alleviated substantial doubt about going concern. CSRC-imposed fines of RMB 3,000,000 on a PRC subsidiary and RMB 1,500,000 on Chairman and CEO Zhenjun Jiang were paid May 24, 2026. Nasdaq allowed continued listing subject to conditions, but trading remained halted pending the company’s response to a request for additional information. Disclosure controls were ineffective; no remediation actions were taken during the nine months.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointDefaulted note principal totaled $3,473,190 at September 30, 2026. 1.2% of market cap
- Major pointDisclosure controls were ineffective at September 30, 2026; no remediation actions were taken during the nine months.
- Major pointGoing-concern substantial doubt was raised, though management concluded its plans alleviated it.
- Moderate pointThird-quarter revenue fell 68.9% to $2,457,472 year over year.
- Moderate pointThird-quarter earnings shifted from $3,344,966 net income to a $144,007 net loss.
- Moderate pointOperating cash outflow was $12,765,412, versus $5,707,674 in the prior-year period.
- Moderate pointTrading halt continued on October 20, 2026, pending Nasdaq’s request for information.
2 minor points
- Minor pointNine-month net income declined 63.0% to $2,607,374 year over year.
- Minor pointCSRC fines of RMB 3,000,000 on a PRC subsidiary and RMB 1,500,000 on the CEO were paid May 24, 2026.
Key Figures
Key Terms
going concern financial
default interest financial
reverse recapitalization technical
beneficial ownership limitation financial
Discretionary Panel Monitor regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were UCFI’s third-quarter 2026 revenue and earnings?
How much cash did UCFI use in operations in the first nine months of 2026?
Why are UCFI shares still halted?
Which UCFI notes were in payment default at September 30, 2026?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
Commission File Number
(Exact name of Registrant as specified in its Charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| | ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 5, 2026, the registrant had
TABLE OF CONTENTS
| PART I | FINANCIAL INFORMATION | 1 | ||
| Item 1. | Financial Statements (unaudited) | 1 | ||
| Condensed Consolidated Balance Sheets as of September 30, 2026 (unaudited) and December 31, 2025 | 1 | |||
| Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2026 and 2025 (unaudited) | 2 | |||
| Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2026 and 2025 (unaudited) | 3 | |||
| Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 (unaudited) | 4 | |||
| Notes to the Condensed Consolidated Financial Statements (unaudited) | 5 | |||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 23 | ||
| Item 4. | Controls and Procedures | 23 | ||
| PART II | OTHER INFORMATION | 24 | ||
| Item 1. | Legal Proceedings | 24 | ||
| Item 1A. | Risk Factors | 24 | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 25 | ||
| Item 3. | Defaults Upon Senior Securities | 25 | ||
| Item 4. | Mine Safety Disclosures | 25 | ||
| Item 5. | Other Information | 25 | ||
| Item 6. | Exhibits | 25 | ||
| SIGNATURES | 26 | |||
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) of CN Healthy Food Tech Group Corp. (the “Company”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues, market growth, capital requirements, product introductions, expansion plans and the adequacy of our funding. Forward-looking statements appear in a number of places in this Quarterly Report including, without limitation, in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements are based on the current expectations of the management of the Company as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors” and the following:
| ● | The Company’s ability to meet expectations related to its products, technologies and services and its ability to attract and retain revenue-generating customers and execute on its growth plans; |
| ● | the inability to resume trading on the Nasdaq Capital Market since the halt of its trading on October 1, 2025; |
| ● | the ability of the Company to maintain the right to list its securities from Nasdaq Capital Market. On October 7, 2026, the Nasdaq Hearings Panel of The Nasdaq Stock Market LLC (“Nasdaq”) issued a decision (the “Panel Decision”) finding the Company in compliance with the Nasdaq Listing Rules and granting the Company’s request to remain listed on Nasdaq, subject to the conditions described below, including a one-year Discretionary Panel Monitor. On October 20, 2026, Nasdaq announced that the trading halt in the Company would continue. Nasdaq has requested additional information from the Company, and trading will remain halted until the Company has satisfied Nasdaq’s request for information. |
| ● | the continued defaults under the promissory notes issued in connection with the Business Combination and the risk of holders exercising conversion rights; |
| ● | the failure to realize the anticipated benefits of the business combination with Iron Horse Acquisitions Corp. that consummated on September 30, 2025 (the “Business Combination”); |
| ● | the risk of actual or alleged failure to comply with data privacy laws and regulations; |
| ● | the outcome of any legal proceedings that may be instituted against the Company related to the Business Combination; |
| ● | the attraction and retention of qualified directors, officers, employees and key personnel of the Company; |
| ● | the impact from future regulatory, judicial, and legislative changes in the Company’s industry; |
| ● | those factors set forth in documents filed, or to be filed, with the SEC by the Company. |
Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of the Company prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
All subsequent written and oral forward-looking statements concerning the matters addressed in this Quarterly Report and attributable to the Company or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events.
ii
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
CN HEALTHY FOOD TECH GROUP CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Trading Securities | - | |||||||
| Prepayments and other current assets | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Land use right, net | ||||||||
| Intangible asset, net | ||||||||
| Operating lease right-of-use asset | - | |||||||
| Other assets | ||||||||
| Total Non-Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Advances from customers | ||||||||
| Income tax payable | ||||||||
| Amount due to a director | - | |||||||
| Operating lease obligation, current | - | |||||||
| Notes payable | ||||||||
| Notes payable — related parties | ||||||||
| Total Current Liabilities | ||||||||
| Non-Current Liabilities | ||||||||
| Operating lease obligation, noncurrent | - | |||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES (NOTE 11) | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | $ | |||||||
| Accumulated other comprehensive income | ||||||||
| TOTAL STOCKHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | |||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
CN HEALTHY FOOD TECH GROUP CORP. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue, net | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| GROSS PROFIT | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Selling expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Research and development costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Operating Expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OPERATING INCOME | ||||||||||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expenses | ( | ) | - | ( | ) | - | ||||||||||
| Other income | ||||||||||||||||
| Other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Other Income (Expenses), net | ( | ) | ( | ) | ||||||||||||
| INCOME BEFORE INCOME TAXES | ||||||||||||||||
| Provision for income tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| NET INCOME | $ | ( | ) | $ | $ | $ | ||||||||||
| OTHER COMPREHENSIVE INCOME | ||||||||||||||||
| Foreign currency translation adjustment | ||||||||||||||||
| COMPREHENSIVE INCOME | $ | $ | $ | $ | ||||||||||||
| Basic and diluted earnings per share | $ | - | $ | $ | $ | |||||||||||
| Basic and diluted weighted average number of shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
CN HEALTHY FOOD TECH GROUP CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Three and Nine Months Ended September 30, 2026
| Shares | Amount | Additional Paid-in Capital |
Retained Earnings |
AOCI (Loss) |
Total Stockholders’ Equity |
|||||||||||||||||||
| Balance — December 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | ||||||||||||||||||||
| Balance — June 30, 2026 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Net income | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | ||||||||||||||||||||
| Balance — September 30, 2026 | $ | $ | $ | $ | $ | |||||||||||||||||||
For the Three and Nine Months Ended September 30, 2025
| Shares | Amount | Additional Paid-in Capital |
Retained Earnings |
AOCI (Loss) |
Total Stockholders’ Equity |
|||||||||||||||||||
| Balance — December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | ||||||||||||||||||||
| Balance — June 30, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Business Combination financing | ( | ) | — | — | ( | ) | ||||||||||||||||||
| Fair value of shares issued for services | — | — | ||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | ||||||||||||||||||||
| Balance — September 30,2025 | $ | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
CN HEALTHY FOOD TECH GROUP CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended September 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation of property and equipment | ||||||||
| Depreciation of right-of-use assets | ||||||||
| Amortization of shares issued for services | — | |||||||
| Amortization of land use right | — | |||||||
| Amortization of intangible asset | — | |||||||
| Loss on disposal of property and equipment | — | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ( | ) | ( | ) | ||||
| Prepayments and other current assets | ( | ) | ( | ) | ||||
| Deferred tax assets | ||||||||
| Accounts payable | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Advances from customers | ( | ) | ( | ) | ||||
| Other payables | ( | ) | — | |||||
| Income tax payable | ( | ) | ||||||
| Operating lease liability, current portion | ( | ) | ||||||
| Operating lease liability, non-current portion | ( | ) | — | |||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Loan advances to an unrelated third party | — | ( | ) | |||||
| Purchase of property and equipment | ( | ) | — | |||||
| Purchase of intangible asset | ( | ) | ( | ) | ||||
| Purchase of other investment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Business Combination Financing | ||||||||
| Net cash provided by (used in) financing activities | ||||||||
| Effect of exchange rates on cash and cash equivalents | ||||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental Cash Flow Information: | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | $ | — | $ | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
CN HEALTHY FOOD TECH GROUP CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Description of Business and Basis of Presentation
CN Healthy Food Tech Group Corp and its wholly owned subsidiaries focus on the high-end health food field driven by AI artificial intelligence technology and biotechnology innovation, mainly engaged in the research and development, production, and sales of related products. The group deeply integrates modern biotechnology with traditional Chinese medicine theory, precisely meeting the market’s growing demand for safe, high-quality, nutritious and healthy food.
The Company’s operating subsidiaries are domiciled in the People’s Republic of China (“PRC”) and are collectively referred to as the “PRC Subsidiaries” and the parent company of the PRC Subsidiaries (“CFI HK”) is domiciled in Hong Kong.
Basis of Presentation and Principles of Consolidation
On September 30, 2025 (the “Closing Date”), Iron Horse Acquisitions Corp. (“Iron Horse”) consummated the merger transactions contemplated by the business combination agreement (as amended, the “BCA”) with Grain Science Technology Innovative Bio (BVI) Co., Ltd, a company incorporated and existing under the laws of the British Virgin Islands (“Legacy CFI”), and Rosy Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Rosy Sea” or the “Seller”) and the owner of
On the Closing Date, and in connection with the closing of the Business Combination, Iron Horse changed its name to CN Healthy Food Tech Group Corp. and the Company’s common stock began trading on the Nasdaq stock market under the ticker symbol UCFI. Legacy CFI was deemed the accounting acquirer to the Business Combination, and accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy CFI’s issuing stock for the net assets of Iron Horse, accompanied by a recapitalization. The net assets of Iron Horse were stated at historical cost, with no goodwill or other intangible assets recorded.
While Iron Horse was the legal acquirer in the Business Combination, because Legacy CFI was deemed the accounting acquirer, the historical financial statements of Legacy CFI became the historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the consolidated financial statements included in this Quarterly Report reflect (i) the historical operating results of Legacy CFI prior to the Business Combination; (ii) the combined results of Iron Horse and Legacy CFI following the closing of the Business Combination; (iii) the assets and liabilities of Legacy CFI at their historical cost; and (iv) the Company’s equity structure for all periods presented.
In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s common stock, $
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
5
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026.
The accompanying unaudited condensed consolidated financial statements include the accounts of CN Healthy and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation.
Note 2 – Summary of Significant Accounting Policies
There have been no material changes to the Company’s significant accounting policies from those described in the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, other than the addition of the policy on default interest accrual on notes payable described below. Significant accounting policies of importance to the reader are summarized below; refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for the full discussion of significant accounting policies.
Going Concern
In accordance with ASC 205-40, Presentation of Financial Statements — Going Concern, management evaluates at each reporting period whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.
The Company is in default of its payment obligations under the September 2025 Note Payable, the Assumed Note Payable and the Sponsor Note Payable, with an aggregate of approximately $
Emerging Growth Company
The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). The Company has elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Actual results could differ from those estimates. The Company’s most significant assumptions and estimates relate to the carrying value of accounts receivable, the net realizable value of inventories, the valuation of nonmonetary transactions, the useful life and recoverability of long-lived assets, the determination of reserves for customer refunds, classification of warrants, accrual of default interest on notes payable, income tax provision, determination of uncertain tax positions, and determination of deferred tax valuation allowances.
6
Segment Information
The Company determined there are two operating and reportable segments: wholesale distribution and live-stream sales. The wholesale distribution segment focuses on product sales made through the Company’s extensive distributor network. The live-stream sales segment focuses on digital coupon sales for healthcare products and services on behalf of third-party merchants made through online platforms, primarily live-streaming platforms such as Douyin, Meituan and Kuaishou.
Cash and Cash Equivalents
The Company maintains cash and cash equivalents at financial institutions in the People’s Republic of China (“PRC”), where deposits are insured up to RMB
Customer and Supplier Concentration
The Company controls credit risk through credit approvals, requirement for customer advances, credit limits, and monitoring procedures. The Company maintains a low concentration risk, with no single customer contributing more than 10% of total revenue for the three and nine months ended September 30, 2026 or 10% of accounts receivable as of June 30, 2026.
The Company currently obtains inventory from approximately thirteen suppliers. The Company sources each of its products from two to three different suppliers to minimize disruption to its supply chain if one supplier were to encounter production issues. Three suppliers have each contributed over 10% of the Company’s total procurement, with individual contributions of
Inventories
Inventories, consisting of finished goods, are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. As of September 30, 2026 and December 31, 2025, an allowance for obsolete or slow-moving inventory was not required, and there was no provision for inventory shrinkage for the nine months ended September 30, 2026 and 2025.
Investment in Equity Securities
Investments in equity securities without readily determinable fair values are accounted for under either the measurement alternative method or the equity method, in accordance with ASC 321, Investments — Equity Securities. During April 2025, the Company acquired a
7
Advertising Costs
The Company expenses the costs of advertising as incurred. Advertising expenses, included within selling expenses on the accompanying condensed consolidated statements of operations and comprehensive income (loss), were $
Notes Payable — Default Interest
Beginning in the first quarter of 2026, the Company commenced accruing default interest on its three defaulted promissory notes at the contractual default rate of
Earnings per Share
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similarly except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive securities had been issued and the inclusion was not anti-dilutive. The number of shares outstanding and the number of warrants remain unchanged as of September 30,2026. Potentially dilutive shares issuable upon conversion of the September 2025 Note Payable and the Sponsor Note Payable are excluded from the table below because the conversion formulas are not defined in the respective agreements and the number of shares issuable is indeterminable.
All potentially dilutive securities listed below were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive or, in the case of the shares issuable under the Assumed Note Payable, because the effect would have been immaterial.
The following potentially dilutive securities were outstanding as of the dates indicated:
| September 30, 2026 | December 31, 2025 | |||||||
| Public Warrants | ||||||||
| Private Warrants | ||||||||
| Convertible Promissory Note (Assumed Note) | ||||||||
| Total | ||||||||
All warrants are equity-classified at September 30, 2026 (see Note 8). The
8
Foreign Currency and Foreign Currency Translation
Translation of amounts from RMB into USD has been made at the following exchange rates for the respective periods:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| Average exchange rate: | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| RMB:USD | ||||||||||||||||
| HKD:USD | ||||||||||||||||
| Period exchange rate: | September 30, 2026 | December 31, 2025 | ||||||
| RMB:USD | ||||||||
| HKD:USD | ||||||||
Recent Accounting Pronouncements, adopted during the nine months ended September 30, 2026
In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for public business entities when estimating expected credit losses on current accounts receivable and current contract assets arising from transactions within the scope of Topic 606. Under the practical expedient, an entity may assume that current economic conditions as of the balance sheet date will persist through the remaining life of such receivables. The Company adopted ASU 2025-05 effective January 1, 2026. The adoption did not have a material effect on the Company’s condensed consolidated financial statements, as the Company’s current trade receivables are not material and historically have not experienced credit losses.
In November 2024, the FASB issued ASU 2024-04, Debt — Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion under ASC 470-20. The Company adopted ASU 2024-04 effective January 1, 2026 on a prospective basis. The adoption did not have a material effect on the Company’s condensed consolidated financial statements. The Company will apply the guidance in ASU 2024-04 in the event any amendment, settlement or conversion of its outstanding convertible promissory notes (see Notes 6 and 7) is determined to be an induced conversion.
Recent Accounting Pronouncements, previously adopted
As disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company adopted the following pronouncements during the year ended December 31, 2025, none of which had a material effect on its consolidated financial statements: ASU 2023-07, Segment Reporting (Topic 280) — Improvements to Reportable Segment Disclosures; ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures; and ASU 2024-02, Codification Improvements — Amendments to Remove References to the Concepts Statements.
Recent Accounting Pronouncements, not yet adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, as subsequently clarified by ASU 2025-01. ASU 2024-03 requires public business entities to disclose, in tabular format within the notes to the financial statements, disaggregated information about specific categories of expenses (including purchases of inventory, employee compensation, depreciation, and intangible asset amortization) included in each relevant expense caption presented on the face of the income statement. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that adoption will have on its condensed consolidated financial statements and related disclosures.
9
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies certain form-and-content requirements for condensed interim financial statements and the applicability of specified interim disclosure requirements. The Company is currently evaluating the impact that adoption of ASU 2025-11 will have on its condensed consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which includes 33 narrow-scope clarifications and corrections to various Topics in the Accounting Standards Codification. The Company is currently evaluating the impact, if any, that adoption of ASU 2025-12 will have on its condensed consolidated financial statements and related disclosures.
The Company has evaluated other recently issued but not yet effective accounting standards and does not expect the adoption of any such standards to have a material effect on its condensed consolidated financial statements.
Note 3 – Reverse Recapitalization
On September 30, 2025, Legacy CFI and Iron Horse consummated the merger contemplated by the BCA, with Legacy CFI surviving the merger as a wholly owned subsidiary of Iron Horse. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy CFI’s issuing stock for the net assets of Iron Horse, accompanied by a recapitalization. The net assets of Iron Horse were stated at historical cost, with no goodwill or intangible assets recorded. See Note 3 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information.
The number of shares of common stock issued immediately following the consummation of the Business Combination were:
| Common stock outstanding prior to Business Combination | ||||
| Less: redemption of Iron Horse shares of common stock | ( | ) | ||
| Iron Horse shares of common stock | ||||
| Shares issued to holders of Iron Horse rights | ||||
| Legacy CFI shares | ||||
| Shares issued in connection with consulting agreements (see Note 8) | ||||
| Total shares of common stock after Business Combination |
Lock-Up Arrangements
Certain former stockholders of Legacy CFI and Iron Horse agreed to lock-up restrictions regarding the future transfer of shares of common stock for a period of six months through March 2026, subject to certain exceptions. The lock-up period expired during the first quarter of 2026.
Note 4 – Prepayments and Other Current Assets
| September 30, 2026 | December 31, 2025 | |||||||
| Advisory services through share issuance | $ | — | $ | |||||
| Prepayments to suppliers and vendors | ||||||||
| Prepaid insurance | ||||||||
| Other current assets | ||||||||
| Total prepayments and other current assets | $ | $ | ||||||
10
Note 5 – Accrued Expenses and Other Current Liabilities
| September 30, 2026 | December 31, 2025 | |||||||
| Accrued transaction costs due to Sponsor | $ | $ | ||||||
| Accrued default interest on notes payable | — | |||||||
| Accrued vendor and supplier invoices | ||||||||
| Other taxes payable | — | |||||||
| Other | ||||||||
| Total accrued expenses and other current liabilities | $ | $ | ||||||
Accrued default interest on notes payable as of September 30, 2026 was comprised of $
Note 6 – Notes Payable
September 2025 Note Payable
In connection with the Business Combination, the Company modified the payment terms of the deferred underwriting commission stated in the underwriting agreement entered into between Iron Horse and D. Boral Capital LLC, the underwriter, on December 27, 2023 to replace a cash payment of $
If the Company fails to repay the September 2025 Note Payable by the maturity date, the note holder has the right to convert the unpaid principal into shares of the Company’s common stock, provided that in no case can the lender’s beneficial ownership of the Company’s outstanding shares exceed
As of September 30, 2026, $
11
Assumed Note Payable
In connection with the Business Combination, the Company assumed a non-interest bearing promissory note entered into by Iron Horse on September 29, 2025 with Yanjun Jiao for the principal sum of $
As of September 30, 2026, $
Note 7 – Notes Payable, Related Party
In connection with the Business Combination, the Company aggregated the outstanding principal balances of various loans with its Sponsor, Bengochea SPAC Sponsors I LLC, and the deferred portion of the business combination consideration payment of $
As of September 30, 2026, $
Note 8 – Stockholders’ Equity
Preferred Stock
The Company is authorized to issue
Common Stock
The Company is authorized to issue
Shares Issued for Services
On September 30, 2025, the Company issued
12
Note 9 – Warrants
As of September 30, 2026, the Company had
| Warrants Outstanding at September 30, 2026 | Exercise Price | Number Outstanding | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price | ||||||||||||
| Public Warrants | $ | $ | ||||||||||||||
| Private Warrants | ||||||||||||||||
| Total | $ | $ | ||||||||||||||
Note 10 – Related Party Transactions
See Note 7 regarding the Sponsor Note Payable and the Assumed Sponsor Note Payable.
There were no other material related party transactions during the nine months ended September 30, 2026.
Note 11 – Commitments and Contingencies
Indemnification Agreements
The Company enters into contractual relationships that contain indemnification provisions in its normal course of business. Historically, there have been no such indemnification claims, and management believes any liability arising from these agreements will not be material to the Company’s condensed consolidated financial statements.
Legal Matters
The Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business. Management believes the outcome of such matters will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows.
Nasdaq Trading Halt
Following its listing on Nasdaq on October 1, 2025, the Company was notified by Nasdaq that the China Securities Regulatory Commission (the “CSRC”) had not yet completed its process of review of the Company’s U.S. listing. As a result, Nasdaq halted trading of the Company’s common stock and warrants while it seeks clarification. The trading halt remained in effect as of September 30, 2026.
Notice of Delist Determination Letter
On July 16, 2026, the Company received the Determination Letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC to delist the Company’s common stock and warrants from Nasdaq Capital Market, and the Company already requested an appeal of the Staff’s determination. The request would stay any suspension of the Listed Securities pending the Panel’s decision, although the trading halt currently in effect would remain in place notwithstanding any appeal.
13
On October 7, 2026, the Nasdaq Hearings Panel permitted the Company to remain listed, subject to conditions including a one-year Discretionary Panel Monitor. The Company committed to retain the remedial measures described in its October 13, 2026 Form 8-K for three years from the Panel decision, unless Nasdaq Staff agrees to a shorter period. Continued listing did not itself restore trading. On October 20, 2026, Nasdaq announced that the trading halt in the Company’s common stock (UCFI) and warrants (UCFIW) would continue pending the Company’s satisfaction of Nasdaq’s request for additional information.
CSRC Administrative Penalty Notice
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”) in connection with the Company’s overseas listing filing process. The Notice proposes administrative fines of RMB
Geographical Data
Substantially all of the Company’s revenue is generated in the PRC, and substantially all of the Company’s long-lived assets are located in the PRC.
Operating Leases
The Company’s primary long-term operating lease is for office space of approximately
During the three months ended September 30, 2026, pursuant to business restructuring arrangements, Zhuhai Liangke Biotechnology Co., Ltd. vacated its original office premises situated in Hengqin Guangdong-Macao In-Depth Cooperation Zone and relocated its office to Xiangzhou District, Zhuhai City on October 1, 2026. The carrying amounts of the right-of-use asset, lease liability and deferred tax asset associated with the original Hengqin office, which amounted to $
In addition, the lease security deposit for the original office premises was forfeited due to the Company’s early termination of the lease agreement. Accordingly, the Company recognized a non-operating expense of $
Note 12 – Income Taxes
Income tax provisions for interim quarterly periods are generally based on an estimated annual effective income tax rate, calculated separately from the effect of significant, infrequent or unusual items. The Company’s effective tax rates were
As of September 30, 2026 and December 31, 2025, the Company had no unrecognized tax benefits. The Company’s tax returns remain open, subject to examination by the relevant tax authorities in the United States, British Virgin Islands, Hong Kong, and the PRC.
14
Note 13 – Segment Information
The Company’s chief operating decision maker (“CODM”) is the Company’s Chairman and Chief Executive Officer. The Company has determined that it has
| For the Three Months Ended September 30, 2026 | ||||||||||||||||
| Wholesale distribution | Live-stream sales | Corporate | Total | |||||||||||||
| Revenue: | ||||||||||||||||
| Sale of inventories to distributors | - | - | ||||||||||||||
| Sale of digital coupons to customers | - | - | ||||||||||||||
| Total revenue, net | - | |||||||||||||||
| Costs of revenues | ( | ) | ( | ) | - | ( | ) | |||||||||
| Gross profit | - | |||||||||||||||
| Operating expenses: | - | - | - | - | ||||||||||||
| Sales staff costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Administrative staff costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Outbound transportation expenses | ( | ) | ( | ) | - | ( | ) | |||||||||
| Advertising | ( | ) | - | - | ( | ) | ||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Consulting | ( | ) | ||||||||||||||
| Rental | - | ( | ) | - | ( | ) | ||||||||||
| Research and development costs | ( | ) | - | - | ( | ) | ||||||||||
| Marketing expense | ( | ) | ( | ) | - | ( | ) | |||||||||
| Sales tax and surcharges | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Audit fee | ( | ) | ( | ) | ||||||||||||
| Commission for E-commerce platform | ( | ) | - | ( | ) | |||||||||||
| Other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating income (loss) | ( | ) | ( | ) | ||||||||||||
| Penalty | - | - | - | - | ||||||||||||
| Donation | ( | ) | - | - | ( | ) | ||||||||||
| Gains or Losses on trading securities | - | - | ||||||||||||||
| Gains or Losses on disposal of asset | - | ( | ) | - | ( | ) | ||||||||||
| Total other income (expense), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Provision for income tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
15
| For the Nine Months Ended September 30, 2026 | ||||||||||||||||
| Wholesale distribution | Live-stream sales | Corporate | Total | |||||||||||||
| Revenue: | ||||||||||||||||
| Sale of inventories to distributors | - | - | ||||||||||||||
| Sale of digital coupons to customers | - | - | ||||||||||||||
| Total revenue, net | - | |||||||||||||||
| Costs of revenues | ( | ) | ( | ) | - | ( | ) | |||||||||
| Gross profit | - | |||||||||||||||
| Operating expenses: | ||||||||||||||||
| Sales staff costs | ( | ) | ( | ) | ( | ) | ||||||||||
| Administrative staff costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Outbound transportation expenses | ( | ) | ( | ) | - | ( | ) | |||||||||
| Advertising | ( | ) | ( | ) | - | ( | ) | |||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Consulting | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Rental | - | ( | ) | - | ( | ) | ||||||||||
| Research and development costs | ( | ) | - | - | ( | ) | ||||||||||
| Marketing expense | ( | ) | ( | ) | - | ( | ) | |||||||||
| Sales tax and surcharges | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Audit fee | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Commission for E-commerce platform | - | ( | ) | - | ( | ) | ||||||||||
| Other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating income (loss) | ( | ) | ( | ) | ||||||||||||
| Penalty | - | - | ( | ) | ( | ) | ||||||||||
| Donation | ( | ) | - | - | ( | ) | ||||||||||
| Gains or Losses on trading securities | - | - | ||||||||||||||
| Gains or Losses on disposal of asset | - | ( | ) | - | ( | ) | ||||||||||
| Total other income (expense), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Provision for income tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
16
| For the Three Months Ended September 30, 2025 | ||||||||||||||||
| Wholesale distribution | Live-stream sales | Corporate | Total | |||||||||||||
| Revenue: | ||||||||||||||||
| Sale of inventories to distributors | - | - | ||||||||||||||
| Sale of digital coupons to customers | - | - | ||||||||||||||
| Total revenue, net | - | |||||||||||||||
| Costs of revenues | ( | ) | - | - | ( | ) | ||||||||||
| Gross profit | - | |||||||||||||||
| Operating expenses: | ||||||||||||||||
| Sales staff costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Administrative staff costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Outbound transportation expenses | ( | ) | ( | ) | - | ( | ) | |||||||||
| Advertising | ( | ) | - | - | ( | ) | ||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Consulting | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Research and development costs | ( | ) | - | - | ( | ) | ||||||||||
| Marketing expense | ( | ) | - | - | ( | ) | ||||||||||
| Sales tax and surcharges | ( | ) | - | - | ( | ) | ||||||||||
| Other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating income (loss) | ( | ) | ( | ) | ||||||||||||
| Total other income (expense), net | - | - | ||||||||||||||
| Provision for income tax | - | - | ( | ) | ( | ) | ||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
17
| For the Nine Months Ended September 30, 2025 | ||||||||||||||||
| Wholesale distribution | Live-stream sales | Corporate | Total | |||||||||||||
| Revenue: | ||||||||||||||||
| Sale of inventories to distributors | - | - | ||||||||||||||
| Sale of digital coupons to customers | - | - | ||||||||||||||
| Total revenue, net | - | |||||||||||||||
| Costs of revenues | ( | ) | ( | ) | - | ( | ) | |||||||||
| Gross profit | - | |||||||||||||||
| Operating expenses: | ||||||||||||||||
| Sales staff costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Administrative staff costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Outbound transportation expenses | ( | ) | ( | ) | - | ( | ) | |||||||||
| Advertising | ( | ) | - | - | ( | ) | ||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Consulting | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Research and development costs | ( | ) | - | - | ( | ) | ||||||||||
| Marketing expense | ( | ) | - | - | ( | ) | ||||||||||
| Sales tax and surcharges | ( | ) | - | - | ( | ) | ||||||||||
| Other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating income (loss) | ( | ) | ||||||||||||||
| Total other income (expense), net | - | - | ||||||||||||||
| Provision for income tax | - | - | ( | ) | ( | ) | ||||||||||
| Net income (loss) | ( | ) | ||||||||||||||
Note 14 – Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Other than as described below or within these condensed consolidated financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.
On July 16, 2026, the Company received the Determination Letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC to delist the Company’s common stock and warrants from Nasdaq Capital Market, and the Company already requested an appeal of the Staff’s determination. The request would stay any suspension of the Listed Securities pending the Panel’s decision, although the trading halt currently in effect would remain in place notwithstanding any appeal.
On October 13, 2026, the Company filed a Current Report on Form 8-K reporting the Panel result on October 7, 2026. On October 20, 2026, The Nasdaq Stock Market announced that the trading halt in the company will continue. Nasdaq has requested additional information from the company, and trading will remain halted until the company has satisfied Nasdaq’s request for information.The company has not identified any other significant subsequent events that require adjustment or disclosure.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless otherwise indicated, references to “we”, “us”, “our”, “CN Healthy” or the “Company” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are to CN Healthy Food Tech Group Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto included in Part I. Item 1. of this Quarterly Report, the risk factors included in Part II. Item 1A. of this Quarterly Report, and our audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026, as amended on June 12, 2026, and as amended on October 26, 2026.
Overview
We operate within the high-end health food industry, driven by artificial intelligence technology and biotechnology innovation. We are committed to researching, developing, producing, and selling natural, grain-based health foods, and integrating modern biotechnology with traditional Chinese medicine theory to support preventative health and wellness. We manage our business in two operating segments: wholesale distribution and live-stream sales.
Recent Developments
The Nasdaq trading halt imposed on October 1, 2025 in connection with the CSRC’s review of our U.S. listing remained in effect as of the filing date of this Quarterly Report. On April 24, 2026, our PRC operating subsidiary Heilongjiang Zhongneng Liangke Agricultural Technology Co., Ltd. received an Advance Notice of Administrative Penalty from the Heilongjiang Regulatory Bureau of the CSRC, proposing administrative fines of RMB 3,000,000 on Zhongneng Liangke and RMB 1,500,000 on Mr. Zhenjun Jiang, our Chairman and Chief Executive Officer, as the directly responsible executive.These penalties were paid on May 24, 2026; see Note 11 to the condensed consolidated financial statements.
On July 16, 2026, the Company received the Determination Letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC to delist the Company’s common stock and warrants from Nasdaq Capital Market, and the Company already requested an appeal of the Staff’s determination. The request would stay any suspension of the Listed Securities pending the Panel’s decision, although the trading halt currently in effect would remain in place notwithstanding any appeal.
On October 13, 2026, the Company filed a Current Report on Form 8-K reporting the Panel result on October 7, 2026. On October 20, 2026, The Nasdaq Stock Market announced that the trading halt in the Company will continue. Nasdaq has requested additional information from the company, and trading will remain halted until the Company has satisfied Nasdaq’s request for information.The company has not identified any other significant subsequent events that require adjustment or disclosure.
As of the filing date of this Quarterly Report, the September 2025 Note Payable, the Assumed Note Payable, and the Sponsor Note Payable each remained in default of their payment obligations, and we continue to be in discussions with the respective note holders to extend their respective maturity dates. No amendments, repayments, conversions, or lender enforcement actions occurred with respect to these notes during the three months ended September 30, 2026 or subsequent to September 30, 2026 through the filing date of this Quarterly Report.
Comparability of Financial Information
Our historical results of operations for the three and nine months ended September 30, 2025 reflect the operations of Legacy CFI, the accounting acquirer in the Business Combination, prior to the consummation of the Business Combination on September 30, 2025, and accordingly do not include the costs of operating as a U.S. public company or the effects of the Business Combination, including the amortization of shares issued for management advisory services described in Note 8 to the condensed consolidated financial statements. Our results of operations for periods following the Business Combination may not be directly comparable to our historical results of operations for periods preceding the Business Combination.
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Results of Operations — Three and Nine Months Ended September 30, 2026 compared to Three and Nine Months Ended September 30, 2025
| For the three months ended September 30 | ||||||||||||
| 2026 | 2025 | % Change | ||||||||||
| Revenues, net | $ | 2,457,472 | 7,905,065 | (68.9 | )% | |||||||
| Cost of revenue | (824,532 | ) | (2,337,565 | ) | (64.7 | )% | ||||||
| Gross profit | 1,632,940 | 5,567,500 | (70.7 | )% | ||||||||
| Total operating expenses | (1,197,666 | ) | (983,465 | ) | 21.8 | % | ||||||
| Operating income | 435,274 | 4,584,035 | (90.5 | )% | ||||||||
| Total other income (expense), net | (280,928 | ) | 139,183 | (301.8 | )% | |||||||
| Income before income taxes | 154,346 | 4,723,218 | (96.7 | )% | ||||||||
| Provision for income tax | (298,353 | ) | (1,378,252 | ) | (78.4 | )% | ||||||
| Net income (loss) | $ | (144,007 | ) | 3,344,966 | (104.3 | )% | ||||||
| Other comprehensive income | 357,028 | 140,988 | 153.2 | % | ||||||||
| Comprehensive income | $ | 213,021 | 3,485,954 | (93.9 | )% | |||||||
| For the nine months ended September 30 | ||||||||||||
| 2026 | 2025 | % Change | ||||||||||
| Revenues, net | $ | 17,019,920 | $ | 19,884,127 | (14.4 | )% | ||||||
| Cost of revenue | (4,780,817 | ) | (7,320,423 | ) | (34.7 | )% | ||||||
| Gross profit | 12,239,103 | 12,563,704 | (2.6 | )% | ||||||||
| Total operating expenses | 5,958,187 | 3,305,992 | 80.2 | % | ||||||||
| Operating income | 6,280,916 | 9,257,712 | (32.2 | )% | ||||||||
| Total other income (expense), net | (1,019,044 | ) | 392,637 | (359.5 | )% | |||||||
| Income before income taxes | 5,261,872 | 9,650,349 | (45.5 | )% | ||||||||
| Provision for income tax | (2,654,498 | ) | (2,609,658 | ) | 1.7 | % | ||||||
| Net income (loss) | $ | 2,607,374 | $ | 7,040,691 | (63.0 | )% | ||||||
| Other comprehensive income | 1,078,599 | 373,395 | 188.9 | % | ||||||||
| Comprehensive income | $ | 3,685,973 | $ | 7,414,086 | (50.3 | )% | ||||||
Revenue
Net revenues for the third quarter and the nine months ended September 30, 2026 declined year over year, primarily due to fewer large-scale conferences and promotional activities in the third quarter. As the Company primarily sells high-end health food products with high unit prices that are significantly influenced by promotional policies, business promotion mainly relies on dealer conferences and related promotional policies. Such policies and plans are generally launched only at large-scale dealer conferences. Consequently, fewer large-scale conferences and promotional activities in the third quarter reduced the products’ price advantage and had a more noticeable impact on overall sales.
Cost of Revenue
Cost of revenue decreased during the third quarter and nine month of 2026 compared to the same periods of 2025. This decrease was due to the corresponding decline simultaneous in sales.
Operating Expenses
Total operating expenses increased during the third quarter and nine months of 2026 compared to the same periods of 2025. Total operating expenses were $5,958,187 for the three months ended September 30, 2026, an increase compared to the same period of 2025, primarily due to higher consulting and audit expenses (see Note 13 - Segment Information). The significant increase in operating expenses for the nine months of 2026 was primarily attributable to $2,045,000 of amortization expense associated with 1,000,000 restricted common shares issued to officers of Iron Horse in September 2025 for management advisory services rendered over a six-month period ended March 30, 2026 (see Note 8 to the condensed consolidated financial statements). This amortization is recorded within general and administrative expenses and was not present in the comparative period. The six-month service period concluded on March 30, 2026, and no further amortization of these shares issued for services will be recorded in subsequent periods. Selling expenses decreased $140,828, or 27.7%, and $524,577, or 30.0%, for the three and nine months ended September 30, 2026, respectively, compared with the same periods of 2025, primarily reflecting a shift in the mix of selling and distribution activity. Research and development expenses remained relatively stable in the third quarter of 2026 and decreased $701, or 1.9%, for the nine months ended September 30, 2026 compared to the same period of 2025.
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Other Income (Expense), net
Total other income (expense), net changed from net other income of $139,183 and $392,637 for the three and nine months ended September 30, 2025, respectively, to net other expense of $280,928 and $1,019,044 for the three and nine months ended September 30, 2026. The change was mainly attributable to: (i) the recognition in the second quarter of 2026 of the CSRC administrative penalty of RMB 3,000,000, equivalent to $436,961; and (ii) the recognition of $467,224 of default interest expense during the nine months ended September 30, 2026 on three promissory notes that have been in default since the fourth quarter of 2025 (see Note 6 and Note 7 to the condensed consolidated financial statements). The default interest accrues at the contractual rate of 15.0% per annum, and no portion was paid in cash during the nine months ended September 30, 2026. Interest income decreased $48,493, or 37.0%, and $205,971, or 62.5%, for the three and nine months ended September 30, 2026, respectively, compared to the same periods of 2025, primarily due to lower bank deposit interest rates.
In this quarter, we also recognized donation expenses of $117,233(RMB 800,000) for a local charitable organization in Harbin.The donation supports the development of local cultural research. No member of the Company’s management holds a position in the research association or has any direct or indirect economic interest in it. The expenditure has passed internal compliance approval and is not a related-party transaction. We also recognized a gain on disposal of a right-of-use asset in the Guangdong-Macao In-Depth Cooperation Zone in Hengqin of $81,144 (RMB 553,728.12). We also recognized losses on disposal of furniture and fixtures in the Hengqin office of $147,193(RMB 1,004,441.90).
Provision for Income Tax
The Company’s effective tax rate was 193.3% for the third quarter of 2026, compared to 29.1% for the same period of 2025 and 50.4% for the nine months ended September 30, 2026, compared to 27.0% for the same period of 2025. The effective tax rates for the third quarter and nine months of 2026 differ significantly from both the comparative periods of 2025 and the PRC statutory rate of 25.0% principally because (i) the $2,045,000 of amortization of shares-issued-for-services described above is a non-deductible permanent difference recorded at the U.S. parent level, (ii) default interest of $467,224 on the three U.S.-side promissory notes is also recorded at the U.S. parent level and is non-deductible, (iii) the Company maintains a full valuation allowance against its U.S. deferred tax assets, with the result that the loss-making U.S. parent generates no offsetting tax benefit, and (iv) losses at certain subsidiaries reduced the Company’s total income before tax. Together, these items compressed consolidated pre-tax income to $154,346 while the underlying PRC operating entities continued to generate taxable income subject to PRC income tax..
Liquidity and Capital Resources
As of September 30, 2026, our cash and cash equivalents totaled $21,524,338 and our net working capital surplus was $16,367,781. As of September 30, 2026, approximately $21,510,112 and $14,226 of our cash and cash equivalents were held in the PRC and United States, respectively.
We believe our existing cash and cash equivalents will be sufficient to meet our working capital and capital expenditure needs for our PRC operating subsidiaries over at least the next twelve months. However, three promissory notes issued in connection with the September 30, 2025 Business Combination — the September 2025 Note Payable, the Assumed Note Payable, and the Sponsor Note Payable (which together had aggregate outstanding principal of $3,473,190 as of September 30, 2026) — are obligations of CN Healthy Food Tech Group Corp., the U.S. holding company, rather than of our PRC operating subsidiaries, and each of these notes was in default of its payment obligations as of September 30, 2026. As discussed below, the substantial majority of our cash and cash equivalents is held by our PRC operating subsidiaries and is not readily available to satisfy obligations of the U.S. holding company without first being repatriated to the United States. We are currently in discussions with each of the note holders to extend the respective maturity dates and to address the defaults rather than to make immediate cash repayment, but there can be no assurance that these discussions will result in favorable terms or any agreement at all. If conversions of any of these notes were to be effected pursuant to their respective terms, such conversions could result in dilution to our existing stockholders. We may require additional capital resources in the future, the availability of which on acceptable terms cannot be assured.
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Cash Flows Summary
| For the Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by (used in) operating activities | $ | (12,765,412 | ) | $ | (5,707,674 | ) | ||
| Net cash used in investing activities | $ | (6,814 | ) | $ | (625,392 | ) | ||
| Net cash provided by (used in) financing activities | $ | 116,000 | $ | 1,016,762 | ||||
Net cash used in operating activities for the nine months ended September 30, 2026 was $12,765,412,compared $5,707,674 for the same period in 2025. The operating cash outflow of 2026 was driven principally by a $16,297,920 decrease in advances from customers during the period, which represents the fulfillment and recognition as revenue of customer prepayments received in prior periods, and an $874,676 increase in procurement of inventories, partially offset by a $435,852 increase in accounts payable and a $342,342 increase in accruals. Net cash used in investing activities for the nine months ended September 30, 2026 was $6,814, reflecting minimal capital expenditure during the period, compared to net cash used of $625,392 in the comparative period. Net cash provided by financing activities for the nine months ended September 30, 2026 was $116,000, reflecting Business Combination-related financing receipts. The effect of foreign currency exchange rate changes on cash and cash equivalents was a positive $1,166,815 for the current period (September 30, 2025: $1,090,726). After consideration of all activities, cash and cash equivalents decreased by $11,489,411 during the nine months ended September 30, 2026, ending at $21,524,338.
Holding Company Structure
We are a Delaware holding company that conducts substantially all of our business operations through our PRC operating subsidiaries. Substantially all of our cash and cash equivalents are held in PRC bank accounts by these subsidiaries. Because substantially all of our cash and operations are held through our PRC subsidiaries, our ability to use such cash to satisfy obligations of CN Healthy Food Tech Group Corp., the U.S. holding company — including the defaulted promissory notes described above — may be subject to PRC foreign exchange controls administered by the State Administration of Foreign Exchange (“SAFE”), dividend distribution requirements, withholding tax on dividends, statutory reserve requirements, and other regulatory procedures and restrictions, all of which can affect both the timing and amount of cash that can be made available to the U.S. holding company.
As of September 30, 2026, no capital contributions have been made to our PRC subsidiaries from our intermediate holding companies, and no dividends or other distributions have been paid from our PRC subsidiaries to our intermediate holding companies located outside of mainland China. The cross-border transfer of funds from CFI HK to its PRC subsidiaries is permitted in the form of shareholder loans or capital contributions, subject to applicable PRC government registration, approval, and filing requirements. We currently do not have formal cash management policies governing the transfer of funds between our holding company and our subsidiaries.
Our PRC operating subsidiaries’ ability to distribute dividends is based upon their distributable earnings, as determined in accordance with PRC accounting standards and regulations. Under PRC law, our PRC subsidiaries are required to set aside at least 10% of their after-tax profits each year, if any, to fund a statutory reserve fund until such reserve fund reaches 50% of their respective registered capital. Distributions of dividends from our PRC subsidiaries to non-PRC enterprises are subject to a 10% withholding tax under the PRC Enterprise Income Tax Law, which may be reduced to 5% under the tax treaty between mainland China and the Hong Kong Special Administrative Region, subject to qualification and applicable approvals. To address persistent capital outflow concerns, the People’s Bank of China and SAFE have implemented capital control measures over the past several years, including stricter vetting procedures for PRC-based companies remitting foreign currency for overseas acquisitions, dividend payments, and shareholder loan repayments. There is no assurance that the PRC government will not further intervene or impose additional restrictions on the ability of our PRC subsidiaries to transfer cash out of the PRC.
Off-Balance Sheet Financing Arrangements
As of September 30, 2026, we did not have any off-balance sheet arrangements.
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Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, other than the commencement of default interest accrual on our defaulted promissory notes beginning in the first quarter of 2026 (see Note 2).
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective at a reasonable assurance level, due to insufficient in-house U.S. GAAP/SEC reporting expertise, segregation of duties, lack of supervision and review, and limited documentation around controls. No specific remediation actions addressing the material weaknesses identified in our Annual Report on Form 10-K for the year ended December 31, 2025 were taken during the nine months ended September 30, 2026. Management continues to evaluate remediation alternatives.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the nine months ended September 30, 2026 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We have a limited operating history. Currently, other than as described in Note 11 to the condensed consolidated financial statements and the Nasdaq trading halt and Notice of Delist Determination Letter described in Part I of this Quarterly Report, we are not involved in, nor are we aware of any threats of, material legal or administrative proceedings.
Item 1A. Risk Factors
Other than as set forth below, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2025, and Part II, Item 1A of each of our Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 2026, filed with the SEC on May 13, 2026, and our Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2026, filed with the SEC on August 14, 2026..
Risks Related to the Continued Nasdaq Trading Halt
Following our listing on the Nasdaq Capital Market on October 1, 2025, Nasdaq notified us that the China Securities Regulatory Commission (the “CSRC”) had not yet completed its process of review of our U.S. listing, and Nasdaq halted trading of our common stock and warrants on that date pending receipt of additional clarification. On July 16, 2026, we received a letter from the Listing Qualifications Staff of Nasdaq (the “Staff”) stating that the Staff had determined to delist our common stock and warrants based on Nasdaq’s discretionary authority under Nasdaq Listing Rule 5101 and IM-5101-1 and our alleged violation of Nasdaq Listing Rules 5205(e) and 5250(a)(1). We timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”), which was held on August 27, 2026.
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.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
As described in Notes 6 and 7 to the condensed consolidated financial statements, the Company was in default of its payment obligations under the September 2025 Note Payable (outstanding principal of $2,018,500), the Assumed Note Payable (outstanding principal of $1,000,000), and the Sponsor Note Payable and Assumed Sponsor Note Payable (aggregate outstanding principal of $454,690) as of September 30, 2026. The Company continues to be in discussions with the respective note holders to extend the maturity dates. Default interest at 15.0% per annum has been accrued during the nine months ended September 30, 2026.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Insider Adoption or Termination of Trading Arrangements
Item 6. Exhibits
| Exhibit | Incorporated by Reference | |||||||
| Number | Description | Form | Exhibit | Filing Date | ||||
| 3.1 | Second Amended and Restated Certificate of Incorporation of CN Healthy Food Tech Group Corp. | 8-K | 3.1 | 10/6/2025 | ||||
| 3.2 | Amended and Restated Bylaws of CN Healthy Food Tech Group Corp. | 8-K | 3.2 | 10/6/2025 | ||||
| 4.1 | Amended and Restated Registration Rights Agreement | 8-K | 10.4 | 10/6/2025 | ||||
| 10.1 | Satisfaction and Discharge of Indebtedness Agreement | 8-K | 10.1 | 10/6/2025 | ||||
| 10.2 | Promissory Note, dated as of September 30, 2025, issued to D. Boral Capital LLC | 8-K | 10.2 | 10/6/2025 | ||||
| 10.3 | Promissory Note, dated as of September 30, 2025, issued to Bengochea SPAC Sponsors I LLC | 8-K | 10.3 | 10/6/2025 | ||||
| 10.4 | Lock-up Agreement, dated as of September 30, 2025 | 8-K | 10.5 | 10/6/2025 | ||||
| 10.5 | Letter Agreement, dated April 2, 2025 | 8-K | 10.6 | 10/6/2025 | ||||
| 10.6 | Form of Consulting Agreement | S-4/A | 10.15 | 1/28/2025 | ||||
| 10.7 | Form of Indemnification Agreement | 8-K | 10.10 | 10/6/2025 | ||||
| 10.8 | Promissory Note, dated September 29, 2025, issued to Yanjun Jiao | 8-K | 10.11 | 10/6/2025 | ||||
| 31.1* | Certification of Principal Executive Officer Pursuant to Section 302 | |||||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Section 302 | |||||||
| 32.1#** | Certification of Principal Executive Officer Pursuant to Section 906 | |||||||
| 32.2#** | Certification of Principal Financial Officer Pursuant to Section 906 | |||||||
| 101.INS* | Inline XBRL Instance Document | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) | |||||||
| * | Filed herewith |
| ** | Furnished herewith |
| # | In accordance with Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished pursuant to Section 906 are not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.
CN HEALTHY FOOD TECH GROUP CORP.
| Date: November 5, 2026 | By: | /s/ Zhenjun Jiang |
| Zhenjun Jiang | ||
| Chief Executive Officer | ||
| (Principal Executive Officer and Duly Authorized Officer) | ||
| Date: November 5, 2026 | By: | /s/ Weihong Zhu |
| Weihong Zhu | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer and Duly Authorized Officer) | ||
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