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, 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 | ||
| The Stock Market | ||||
| The 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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