CN Healthy Food Tech Group reports $144,007 net loss

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☒ QUARTERLY REPORT PURSUANT TO SECTION

☐ TRANSITION REPORT PURSUANT TO

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June September 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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(Exact name of Registrant as specified in its Charter)

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Rooms 1901-1930, T3 Office Building ,

Hengqin Huafa Commercial City,

No.128 Rong'ao Road ,

Hengqin Guangdong-Macao In-depth Cooperation Zone ,

area code: (+86) 0756-8300080

incorporation or organization) (I.R.S. Employer

Fuhuali Zhonghai Plaza , Building B, Suite 1001

2021 West Jiuzhou Blvd., Xiangzhou District

Zhuhai City , Guangdong Province, China 519000

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (+86) 0756-8300081

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

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Indicate by check mark whether the Registrant:

Indicate by check mark whether the Registrant

12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant

See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"

and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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 ☐

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If an emerging growth company, indicate by check

Indicate by check mark whether the Registrant

As of August 14, 2026, the registrant had 52,234,983

FINANCIAL INFORMATION

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 52,234,983 shares of common stock, par value $0.0001 per share, outstanding.

PART I FINANCIAL INFORMATION 1

Forward-looking statements 27 changes

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

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

These risks and uncertainties include, but are not limited to, those factors described in "Risk Factors" and the following:

the ability of the Company to maintain the right to list its securities from Nasdaq Capital Market. 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, 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.

30, 2025 (the "Business Combination");

Should one or more of these risks or uncertainties

All subsequent written and oral forward-looking

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.

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Financial Statements (unaudited) 473 changes

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Total Current Assets

Cash and cash equivalents $ 21,524,338 $ 33,013,749

Accounts receivable 2,212 287

Inventories 2,061,544 956,407

Trading Securities 124 -

Prepayments and other current assets 1,413,436 2,921,317

Total Current Assets 25,001,654 36,891,760

Property and equipment, net 4,322,795 4,608,387

Land use right, net 2,634,312 2,625,116

Intangible asset, net 86,087 83,728

Operating lease right-of-use asset - 358,505

Other assets 149,178 161,104

Total Non-Current Assets 7,192,372 7,836,840

TOTAL ASSETS $ 32,194,026 $ 44,728,600

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Advances from customers

Total Current Liabilities

Accounts payable $ 506,421 $ 69,106

Accrued expenses and other current liabilities 2064,998 1,891,474

Advances from customers 1,779,496 17,601,292

Income tax payable 270,134 1,339,698

Amount due to a director 423,633 -

Operating lease obligation, current - 236,169

Notes payable 3,134,500 3,018,500

Notes payable — related parties 454,690 454,690

Total Current Liabilities 8,633,872 24,610,929

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Operating lease obligation, noncurrent - 243,490

TOTAL LIABILITIES 8,633,872 24,854,419

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TOTAL STOCKHOLDERS' EQUITY

of these unaudited condensed consolidated financial statements.

Common stock, $ 0.0001 par value; 160,000,000 shares authorized; 52,234,983 shares issued and outstanding as of June September 30, 2026 and December 31, 2025 5224 5,224

Additional paid-in capital 6,823,190 6,823,190

Retained earnings 15,015,896 $ 12,408,522

Accumulated other comprehensive income 1,715,844 637,245

TOTAL STOCKHOLDERS' EQUITY 23,560,154 19,874,181

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 32,194,026 44,728,600

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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General and administrative expenses

Research and development costs

Total Operating Expenses

Revenue, net $ 2,457,472 $ 7,905,065 $ 17,019,920 $ 19,884,127

Cost of revenue ( 824,532 ) ( 2,337,565 ) ( 4,780,817 ) ( 7,320,423 )

GROSS PROFIT 1,632,940 5,567,500 12,239,103 12,563,704

Selling expenses ( 366,726 ) ( 507,554 ) ( 1,223,280 ) ( 1,747,857 )

General and administrative expenses ( 793,797 ) ( 438,067 ) ( 4,623,844 ) ( 1,461,947 )

Research and development costs ( 37,143 ) ( 37,844 ) ( 111,063 ) ( 96,188 )

Total Operating Expenses ( 1,197,666 ) ( 983,465 ) ( 5,958,187 ) ( 3,305,992 )

OPERATING INCOME 435,274 4,584,035 6,280,916 9,257,712

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INCOME BEFORE INCOME TAXES

Provision for income tax

Interest income 82,480 130,973 123,680 329,651

Interest expenses ( 131,316 ) - ( 467,224 ) -

Other income 5 10,139 521 64,934

Other expenses ( 232,097 ) ( 1,929 ) ( 676,021 ) ( 1,948 )

Total Other Income (Expenses), net ( 280,928 ) 139,183 ( 1,019,044 ) 392,637

INCOME BEFORE INCOME TAXES 154,346 4,723,218 5,261,872 9,650,349

Provision for income tax ( 298,353 ) ( 1,378,252 ) ( 2,654,498 ) ( 2,609,658 )

NET INCOME $ ( 144,007 ) $ 3,344,966 $ 2,607,374 $ 7,040,691

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Foreign currency translation adjustment

COMPREHENSIVE INCOME

of these unaudited condensed consolidated financial statements.

Foreign currency translation adjustment 357,028 140,988 1,078,599 373,395

COMPREHENSIVE INCOME $ 213,021 $ 3,485,954 $ 3,685,973 $ 7,414,086

Basic and diluted earnings per share $ - 0.003 $ 0.07 $ 0.05 $ 0.15

Basic and diluted weighted average number of shares outstanding 52,234,983 47,689,349 52,234,983 47,689,349

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Balance — December 31, 2025

Balance — March 31, 2026

Balance — June 30, 2026

Balance — December 31, 2024

Balance — March 31, 2025

Balance — June 30, 2025

of these unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the Three and Six Nine Months Ended June September 30, 2026

Balance — December 31, 2025 52,234,983 $ 5,224 $ 6,823,190 $ 12,408,522 $ 637,245 $ 19,874,181

Net income — — — 2,751,381 — 2,751,381

Foreign currency translation adjustment — — — — 721,571 721,571

Balance — June 30, 2026 52,234,983 $ 5,224 $ 6,823,190 $ 15,159,903 $ 1,358,816 $ 23,347,133

Net income — — — ( 144,007 ) — ( 144,007 )

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and 393 more changes in the filing

MD&A 98 changes

Condition and Results of Operations

Unless otherwise indicated, references to "we",

December 31, 2025 filed with the SEC on March 31, 2026, as amended on June 12, 2026.

We operate within the high-end health food industry,

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

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

As of the filing date of this Quarterly Report,

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.

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.

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 have already been 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. The company has not identified any other significant subsequent events that require adjustment or disclosure.

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 June September 30, 2026 or subsequent to June September 30, 2026 through the filing date of this Quarterly Report.

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Our historical results of operations for the three

Results of Operations — Three and

Total operating expenses

Other comprehensive income

Comprehensive income

For the six months ended June 30

Total operating expenses

Income before income taxes

Provision for income tax

Other comprehensive income

Comprehensive income

Revenue, net increased during the second quarter

and first six month of 2026 compare to the same period of 2025. The increase was driven by continued expansion of our wholesale distribution network and launch of new salable products. As described in Note 1 to the condensed consolidated financial statements, the comparative period reflects the historical operating results of Legacy CFI as the accounting acquirer in the September 30, 2025 reverse recapitalization.

Cost of revenue decreased during the second quarter

and first six month of 2026 compare to the same periods of 2025. The improvement in gross profit margin reflects a combination of factors, the principal drivers of which include: (i) the commencement of operations of our own production base in Beikang Industrial Park, Heilongjiang

Province in October 2025, with the six months ended June 30, 2026 being the period during which the Company's core products were predominantly self-produced rather than sourced from third-party OEM partners, materially lowering per-unit production cost; and (ii) operating leverage on relatively fixed production-related costs as the wholesale distribution network expanded.

Total operating expenses increased during the second quarter and first six months of 2026 compared to the same periods of 2025. Total operating expenses were $1,126,289 for the three months ended June 30,

2026, a slight 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 first six 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).

Our historical results of operations for the three and six nine months ended June 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.

Six Results of Operations — Three and Nine Months Ended June September 30, 2026 compared to Three and Six Nine Months Ended June September 30, 2025

For the three months ended June September 30

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

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 )%

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 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.

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 $108,466, $140,828, or 24.9%, 27.7%, and $383,749, $524,577, or 30.9%, 30.0%, for the three and six nine months ended June 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 second third quarter of 2026 and increased $15,576, decreased $701, or 26.7%, 1.9%, for the six nine months ended June September 30, 2026 compared to the same period of 2025. due to higher labor costs in the R&D department.

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Total other income (expense), net changed from net other income of

$157,478, or 79.3%, for the three and six months ended June 30, 2026, respectively, compared to the same periods of 2025, primarily due to lower bank deposit interest rates.

$154,248 Total other income (expense), net changed from net other income of $139,183 and $247,845 $392,637 for the three and six nine months ended June September 30, 2025, respectively, to net other expense of $549,040 $280,928 and $738,116 $1,019,044 for the three and six nine months ended June 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 $335,908 $467,224 of default interest expense during the six nine months ended June 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 six nine months ended June September 30, 2026. Interest income decreased $135,265, $48,493, or 84.6%, 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).

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The Company's effective tax rate was 33.0% for the second quarter of

U.S. parent generates no offsetting tax benefit. Together, these items compressed consolidated pre-tax income to $4,565,986 while the underlying PRC operating entities continued to generate taxable income subject to PRC income tax.(iv)Loss on some subsidiaries diluted the companies total income before tax.

The Company's effective tax rate was 193.3% for the third quarter of 2026, compared to 27.5% 29.1% for the same period of 2025 and 46.1% 50.4% for the six nine months ended June September 30, 2026,compared 2026, compared to 25.0% 27.0% for the same period of 2025. The effective tax rate rates for the second third quarter and first six month nine months of 2026 differs differ significantly from both the comparative period 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 $335,908 $467,224 on the three U.S.-side promissory notes is also recorded at the U.S. parent level and is non-deductible, and (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..

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As of June 30, 2026, our cash and cash equivalents

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

Months Ended June 30,

Net cash used in operating activities for the

The effect of foreign currency exchange rate changes on cash and cash equivalents was a positive $825,097 for the current period (June

30, 2025: $708,526). After consideration of all activities, cash and cash equivalents decreased by $9,696,532 during the six months ended

June 30, 2026, ending at $23,317,217.

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and 18 more changes in the filing

Market risk 2 changes

We are a smaller reporting company as defined

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.

Controls and procedures 8 changes

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Disclosure controls and procedures are designed

Under the supervision and with the participation

Management continues to evaluate remediation alternatives.

There was no change in our internal control over

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 June 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 six nine months ended June 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 six nine months ended June 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.

Legal proceedings 3 changes

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

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.

Risk factors 26 changes

Other than as set forth below, there have been

Following our listing on the Nasdaq Capital Market

The trading halt remained in effect as of the filing date of this Quarterly Report.

Risks Related to the Notice of Delist Determination

On July 16, 2026, the Company received a letter

(the "Determination Letter") from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (the "Staff")

notifying the Company that the Staff had determined to delist the Company's common stock and warrants (the "Listed Securities")

from the Nasdaq Capital Market. The Company timely requested an appeal of the Staff's determination before the Nasdaq Hearings Panel (the "Panel"). The timely filing of the appeal request stays any suspension or delisting action with respect to the Listed

Securities pending the Panel's decision; however, the trading halt that has been in effect since October 1, 2025 in connection with the CSRC's review of the Company's U.S. listing will remain in place notwithstanding the appeal. There can be no assurance that the Panel will grant the Company's request for continued listing or that the Company will be able to satisfy any conditions that the Panel may impose. If the Company's securities are ultimately delisted from Nasdaq, such delisting could constitute an event of default or trigger acceleration provisions under our outstanding promissory notes and other contractual arrangements. In addition, the continued trading halt and the Determination Letter, together with the matters described in the immediately following risk factor relating to the CSRC Administrative Penalty Decision, may adversely affect our reputation, our relationships with customers, suppliers, and lenders, and our overall business, financial condition, and prospects.

Risks Related to the CSRC Administrative Penalty

As disclosed in our current report on Form 8-K

filed with the SEC on April 29, 2026, 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"). The Notice advised that the CSRC had completed its investigation of the Company's merger with Iron Horse Acquisition Corp. 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, in violation of 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. On May 7, 2026, Zhongneng Liangke received the final Administrative Penalty Decision (the "Decision") from the CSRC, whereby the CSRC affirmed and formally imposed fines of RMB 3,000,000 (approximately $440,000) on Zhongneng Liangke and RMB 1,500,000 (approximately $220,000) on Mr. Zhenjun Jiang, the Company's Chairman and Chief Executive Officer, as the directly responsible executive.

These penalties were fully paid on May 24, 2026, and no further amounts are payable by the Company under the Decision. The fine imposed on Mr. Jiang is his personal liability and not an obligation of the Company. The Decision may signal to regulators, investors, and business partners a heightened compliance risk associated with our PRC operations. We cannot predict the extent to which the CSRC's penalties and the underlying compliance findings may adversely affect our reputation, our relationships with business partners, our ability to conduct business in China, or our financial condition and results of operations.

Risks Related to Our Defaulted Promissory Notes

and Potential Dilution

As of June 30, 2026, three promissory notes issued

in connection with our September 30, 2025 Business Combination remained outstanding and in default of their respective payment obligations, with aggregate outstanding principal of approximately $3.5 million and accrued default interest of approximately $335,908. Each note accrues default interest at a rate of 15.0% per annum until the applicable event of default is cured. Two of the three notes contain conversion provisions that, upon default, permit the respective note holder to receive shares of our common stock — in one case, up to 5,000,000 shares (subject to a 4.99% beneficial ownership cap), and in another case, 650,000 shares at a fixed conversion ratio. The third note, held by our Sponsor (a related party), requires us to reserve shares of our common stock to satisfy the unpaid balance, also subject to a 4.99% beneficial ownership cap. If any of these note holders elects to enforce its conversion or share-delivery rights, the issuance of common stock to satisfy these obligations could result in substantial dilution to our existing stockholders. We are currently in discussions with each of the note holders to extend the maturity dates and address the defaults, but there can be no assurance that these discussions will result in favorable terms or any agreement at all. If we are unable to negotiate forbearance, extension, or repayment terms acceptable to the note holders, they may exercise their available remedies, which could have a material adverse effect on our financial condition, results of operations, and stockholders' equity.

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.

Defaults on senior securities 3 changes

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

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 June 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 six nine months ended June September 30, 2026.

Other information 3 changes

No director or officer adopted or terminated a

Insider Adoption or Termination of Trading Arrangements

No director or officer adopted or terminated a trading arrangement for the purchase or sale of Company securities during the six nine months ended June September 30, 2026 that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or (2) a "non-Rule 10b5-1 trading arrangement" (as defined in Item 408(c) of Regulation S-K).

Exhibits 33 changes

Form of Consulting Agreement

Form of Indemnification Agreement

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 With Embedded Linkbase Documents 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)

** Furnished herewith

1 unchanged paragraph

Pursuant to the requirements of Section 13 or

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.

1 unchanged paragraph

Date: August 14, 2026

Date: November 5, 2026 By: /s/ Zhenjun Jiang

2 unchanged paragraphs

Date: August 14, 2026

Date: November 5, 2026 By: /s/ Weihong Zhu

2 unchanged paragraphs