Acquisition and Financing - The company entered into a framework agreement to acquire approximately 82% of Blessing Logistics, an oil trading company, for an expected value of approximately $2.0 million[39]. - The company issued a secured promissory note to Streeterville Capital for a principal amount of $7,510,000, resulting in gross proceeds of $7,000,000[41]. - The company sold 1,977,302 Class A Ordinary Shares at a price of $2.30 per share, generating approximately $4,547,800 in gross proceeds[45]. - The company plans to negotiate a definitive share purchase agreement for the acquisition of Blessing Logistics within 60 days of the framework agreement[40]. - The company has a collateral package for the secured promissory note, including a pledge of equity interests and cash collateral[42]. Nasdaq Compliance and Delisting - The company conducted a 1-for-25 reverse stock split on May 19, 2025, to regain compliance with Nasdaq's bid price rule[59]. - Nasdaq confirmed compliance with its listing rule after the company's shares traded at $1.00 or greater for ten consecutive business days[60]. - The company received a delisting notice from Nasdaq due to the bid price falling below $1.00 for 30 consecutive business days[61]. - The company submitted a hearing request to appeal the delisting determination, which allows its shares to continue trading on Nasdaq during the appeal process[62]. - The company has been actively monitoring compliance with Nasdaq's listing requirements and is considering options to resolve deficiencies[58]. Financial Performance and Dividends - As of the date of the annual report, CN Energy has transferred $56.9 million to its subsidiaries through Energy Holdings, CN Energy USA, and Zhejiang CN Energy[74]. - None of CN Energy's subsidiaries have made any dividends or distributions to the company, and it does not anticipate paying cash dividends in the foreseeable future[76]. - Current PRC regulations allow indirect PRC subsidiaries to pay dividends to MZ HK only from accumulated profits, and they must set aside at least 10% of after-tax profits for statutory reserves until it reaches 50% of registered capital[79]. - The company faces a 25% PRC enterprise income tax on payments from subsidiaries to parent companies, which could impact dividend distributions[82]. - Dividends paid by PRC subsidiaries to MZ HK may be subject to a withholding tax rate of up to 10%, potentially reduced to 5% under certain conditions[83]. Regulatory Environment and Compliance - The company is not subject to additional permissions or approval requirements from PRC authorities for its current operations, and it has received all necessary licenses and approvals[68]. - The Chinese government has strengthened anti-monopoly supervision, but as of the date of the report, these actions have not impacted the company's ability to conduct business or accept foreign investments[67]. - Future regulatory changes in China could require the company to obtain additional approvals for its operations, which may adversely affect its financial condition[69]. - The company does not anticipate collecting over one million users' personal information, which would subject it to cybersecurity reviews by the CAC[65]. - The company has not been involved in any investigations related to cybersecurity reviews initiated by PRC regulatory authorities as of the date of the report[65]. Market and Operational Risks - The U.S. robotics market is highly competitive, and the company may face challenges in establishing effective local operations and meeting customer requirements[86]. - The company is exposed to risks related to supply chain disruptions, which could adversely affect its ability to meet customer demand[89]. - Increases in raw material prices could significantly raise production costs, impacting the company's financial results[90]. - The operating entities are affected by the PRC's Work Plan for Greenhouse Gas Emission Control, which may promote demand for activated carbon products but its impact remains uncertain[103]. - Increased compliance costs for utilities may limit production and delay demand for the operating entities' products, adversely affecting financial results[104]. Competition and Industry Challenges - The activated carbon industry is highly competitive, with significant competition from other PRC producers, which may affect market share and profitability[118]. - The operating entities face risks related to the protection of trade secrets and intellectual property, which could lead to increased competition and financial losses[105]. - The operating entities must continuously hire and train qualified employees to maintain service quality, as competition for talent is intense[121]. - Future regulations on greenhouse gas emissions will become more stringent, potentially increasing operational costs for the operating entities[114]. - The operating entities do not currently carry environmental insurance, which may expose them to significant liabilities in the event of environmental claims[113]. Financial Reporting and Governance - A material weakness in internal control over financial reporting was identified, raising concerns about the accuracy of financial results[219]. - The Company plans to hire qualified accounting personnel and implement training programs to address the identified material weakness[220]. - The Company is classified as an "emerging growth company," which may complicate performance comparisons with other public companies[222]. - The Company may face reduced liquidity and trading activity due to its Class A ordinary shares being classified as "penny stock"[212]. - The Company’s governance practices differ from Nasdaq standards, potentially affording shareholders less protection[201]. Shareholder and Market Considerations - The company does not expect to pay any cash dividends in the foreseeable future, relying instead on price appreciation for returns on investment[186]. - The trading price of Class A ordinary shares may be volatile due to various factors, including market conditions and the performance of other companies listed in the U.S. with operations in China[190]. - The lack of independent analyst coverage could negatively impact the trading price of Class A ordinary shares[189]. - The company intends to retain most of its available funds for business development, which may limit its ability to pay dividends[187]. - The SEC and PCAOB have highlighted risks associated with investing in companies based in emerging markets, including potential fraud and lack of auditor access[155].

Core Viewpoint - CN Energy Group Inc. has entered into a framework agreement to negotiate the acquisition of approximately 82% of Blessing Logistics Ltd., an oil trading company, for an expected consideration of about US$2.0 million [1][2][4]. Group 1: Acquisition Details - The framework agreement allows CN Energy Group to negotiate a definitive share purchase agreement for acquiring 82% of Blessing Logistics' equity interests, which includes voting rights [2]. - The total consideration for the acquisition is estimated at US$2.0 million, subject to adjustments based on due diligence, final valuation, and market conditions [2]. - If a definitive agreement is not reached within 60 days, either party can terminate the framework agreement [2]. Group 2: Blessing Logistics Overview - Blessing Logistics, founded in 2015, is an oil trading company registered with the Alberta Energy Regulator and holds a Canadian crude oil export license [3]. - The company is qualified to trade within the China National Petroleum Corporation system and focuses on oil trading and the export of crude oil and bitumen in Canada [3]. Group 3: Strategic Implications - The proposed acquisition is seen as a significant step for CN Energy Group's expansion into the energy sector and development in the North American market [4]. - The company aims to leverage Blessing Logistics as a platform for pursuing oil trading and upstream investment opportunities, enhancing long-term shareholder value [5].

Core Viewpoint - CN Energy Group, Inc. has received a notice from Nasdaq regarding the delisting of its Class A ordinary shares due to the share price being below $1.00 for 30 consecutive business days, which violates Nasdaq Listing Rule 5550(a)(2) [1] Group 1: Delisting Notification - The Staff Determination was issued because the bid price of the Company's Class A ordinary shares has closed at less than $1.00 per share from December 3, 2025, to January 15, 2026 [1] - The Company is not eligible for any compliance period or extension due to having executed multiple reverse stock splits, including a 1-for-30 split on January 19, 2024, and a 1-for-25 split on May 19, 2025, resulting in a cumulative 1-for-750 reverse stock split ratio [1] Group 2: Appeal Process - On January 21, 2026, the Company submitted a hearing request to appeal the Staff Determination, which stays the suspension of trading in the Company's securities pending the Panel's decision [2] - The Company plans to present a plan to the Panel during the hearing to seek an exception or relief regarding the deficiencies identified in the Staff Determination [2] Group 3: Business Operations - The Staff Determination does not affect the Company's business operations or its reporting obligations under the Securities Exchange Act of 1934 [3] Group 4: Company Overview - CN Energy Group, Inc. specializes in producing high-quality recyclable activated carbon and renewable energy from abandoned forest and agricultural residues, providing significant financial, economic, environmental, and ecological benefits [4] - The Company's products and services are utilized by various sectors, including food and beverage producers, industrial and pharmaceutical manufacturers, and environmental protection enterprises [4] - CN Energy also develops customizable robotics products, automation tools, and related software solutions for small and medium-sized businesses in North America [4]

Core Insights - CN Energy Group, Inc. announced that its subsidiary, Pathenbot Group Inc., received the "Best Investment-Ready Innovation Award" at the 2026 Consumer Electronics Show, highlighting its technological advancements in intelligent robotics and artificial intelligence [1][2]. Company Overview - CN Energy Group, Inc. is listed on NASDAQ under the symbol "CNEY" and specializes in producing high-quality recyclable activated carbon and renewable energy from waste materials, providing significant economic and environmental benefits [5]. - The company also develops customizable robotics products and automation tools for small and medium-sized businesses in North America [5]. Award Significance - The LeaderXport × BossHub Innovation Awards recognize innovative enterprises based on product innovation and potential for international market development, with Pathenbot's award reflecting its capabilities in intelligent robotics and scalable after-sales services [3][4]. - The recognition is expected to enhance Pathenbot's international brand awareness and create new opportunities for global market expansion [4]. Leadership Perspective - The CEO of CN Energy Group emphasized that the award reflects the company's commitment to R&D in robotics and its strategic vision for global presence in the innovation ecosystem [5].

Market Overview - U.S. stocks experienced a decline, with the Dow Jones falling approximately 250 points, down 0.53% to 47,465.86, the NASDAQ down 0.22% to 23,313.48, and the S&P 500 down 0.26% to 6,831.40 [1] - Energy shares increased by 1%, while utilities stocks decreased by 2.1% [1] Economic Indicators - The ISM manufacturing PMI fell to 48.2 in November, marking the lowest level in four months, down from 48.7 in the previous month and below market expectations of 48.6 [2][11] - The S&P Global manufacturing PMI was revised up to 52.2 in November from a preliminary reading of 51.9, but down from October's final reading of 52.5 [11] Commodity Market - Oil prices rose by 1.4% to $59.40, gold increased by 0.2% to $4,263.90, silver climbed 2.8% to $58.765, and copper rose 0.6% to $5.3050 [5] European Market - European shares were predominantly lower, with the eurozone's STOXX 600 down 0.20%, while Spain's IBEX 35 Index rose 0.11%. The FTSE 100 fell 0.18%, Germany's DAX 40 dipped 1.04%, and France's CAC 40 decreased by 0.32% [6] Asian Market - Asian markets closed mixed, with Japan's Nikkei down 1.89%, Hong Kong's Hang Seng up 0.67%, China's Shanghai Composite up 0.65%, and India's BSE Sensex down 0.08% [7] Company News - Q32 Bio Inc. shares surged 103% to $4.4404 after selling its Phase 2 complement inhibitor ADX-097 to Akebia for $12 million upfront, with potential milestone and royalty payments up to $592 million [9] - New Fortress Energy Inc. shares rose 15% to $1.4050 following news of conditional approval for a large liquified natural gas supply contract [9] - KALA BIO, Inc. shares increased by 86% to $1.8004 after securing a $6 million securities purchase agreement and appointing David Lazar as CEO and Chairman [9] - Sionna Therapeutics, Inc. shares fell 16% to $36.42 after being downgraded by RBC Capital from Sector Perform to Underperform [9] - CN ENERGY GROUP Inc shares dropped 17% to $1.2101 after announcing the launch of its PATHENBOT Robotics Solutions Platform [9] - Bitmine Immersion Technologies, Inc. shares fell 13% to $28.96, with crypto-linked stocks declining after Bitcoin fell below $86,000 [9]

Company Overview - CN Energy Group Inc. (CNEY) is a Nasdaq-listed company specializing in producing high-quality recyclable activated carbon and renewable energy from abandoned forest and agricultural residues, converting waste into valuable resources [3] - The company has developed patented proprietary bioengineering and physiochemical technologies, delivering significant financial, economic, environmental, and ecological benefits [3] New Developments - CNEY's wholly owned subsidiary, PATHENBOT Group Inc., has launched its robotics solutions platform and official website, marking a significant step in its intelligent robotics initiatives [1][2] - PATHENBOT aims to provide customizable intelligent robotics products and automation services to small and medium-sized businesses in North America, focusing on industrial, logistics, and catering sectors [2] Strategic Goals - The launch of PATHENBOT's platform reflects the company's ongoing efforts to advance its strategic initiatives and support broader growth plans [3]

F-1/A 1 cney_f1a.htm FORM F-1/A As filed with the Securities and Exchange Commission on October 29, 2025 Registration No. 333-288429 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM F-3 ON FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CN ENERGY GROUP. INC. (Exact name of registrant as specified in its charter) British Virgin Islands Not Applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Id ...

Corporate Restructuring and Acquisitions - The company completed a corporate restructuring in September 2024 to streamline management control and enhance operational efficiency[26]. - On September 12, 2024, the company transferred 100% equity interest in Hangzhou Forasen Technology Co., Ltd. to Zhejiang Sentuo Industrial Holding Group, Ltd.[27]. - On September 25, 2024, the company transferred 90% equity in CN Energy Industrial Development Co., Ltd. and 10% equity in CN Energy Development to Shanghai Xinbaocheng Industrial Group Co., Ltd.[28]. - The company completed the acquisition of MZ HK for a total consideration of $17,706,575.88 and the issuance of 8,819,520 Class A ordinary shares valued at $18,373,771[187]. - In December 2023, the company initiated a strategic reorganization through four equity transfer agreements between its subsidiaries[188]. Financial Performance - For the fiscal year ended September 30, 2024, the total revenue was approximately $51.0 million, a decrease of 12.5% from $57.9 million in 2023, while the net loss increased to $14.0 million from a loss of $5.6 million in 2023[199]. - Revenue from activated carbon production accounted for 100% of total revenue in 2024, compared to 99.9% in 2023 and 99.3% in 2022[199]. - The operating entities sold 43,989 tons of activated carbon in 2024, up from 40,251 tons in 2023, representing a growth of 6.9%[199]. Regulatory Compliance and Risks - The company is not currently subject to cybersecurity review by the Cyberspace Administration of China as it does not have over one million users' personal information[35]. - The company has received all requisite licenses and approvals needed to engage in its current business operations in China[37]. - The company is classified as an "Existing Issuer" under the CSRC Notice and is not required to complete filing procedures for its initial public offering[39]. - The company anticipates no significant changes in its ability to conduct business due to recent PRC regulatory actions as it does not engage in monopolistic behaviors[37]. - The company faces uncertainties regarding the application of SAT Bulletin 7, which may require significant resources for compliance and could adversely affect financial condition and operations[137]. Dividend and Cash Flow Considerations - None of the subsidiaries have made any dividends or distributions to CN Energy, and the company does not anticipate paying cash dividends in the foreseeable future[43]. - Current PRC regulations allow indirect PRC subsidiaries to pay dividends to Energy Holdings only from accumulated profits, which may limit cash flow to the parent company[45]. - The RMB is only freely convertible for current account items, and capital account items require prior approval, which may affect the ability to remit dividends[46]. - A withholding tax rate of 10% applies to dividends payable by Chinese companies to non-PRC-resident enterprises, which may be reduced under certain treaties[128]. Operational Risks - The operating entities face risks related to supply chain disruptions, which could materially affect their ability to meet customer demand and financial results[50]. - Increases in raw material prices could significantly impact production costs and financial results, as the company may not be able to pass these costs onto customers[51]. - The operating entities face significant risks related to construction delays and budget overruns, which could materially impact their financial results[59]. - The operating entities rely on third parties for construction, maintenance, and logistics services, which could lead to delays in production and negatively impact their ability to meet capacity targets[88]. Environmental Compliance and Competition - Compliance with environmental regulations is expected to incur significant costs, with potential liabilities arising from past or future hazardous material releases[71][72]. - The activated carbon industry is highly competitive, with significant competition from other PRC producers, which may affect market share and profitability[78]. - Changes in environmental regulations could limit production and reduce demand for the operating entities' products, impacting financial results[62][60]. - The operating entities do not currently carry environmental insurance, which may expose them to significant risks and costs[73]. Management and Human Resources - The operating entities rely on their senior management team's industry experience, and losing key personnel could hinder business operations[81]. - The operating entities must continuously train employees to maintain service quality, as a limited supply of qualified individuals in certain cities may hinder growth[82]. Market and Economic Conditions - A severe or prolonged slowdown in the Chinese economy could materially and adversely affect the operating entities' business and financial condition[92]. - Changes in PRC government policies and regulations could significantly impact the operating entities' ability to operate profitably[93]. - The U.S. tariffs and trade war with China may negatively impact the operating entities' business operations and revenue, although currently, they deliver products exclusively within the PRC market[105]. Shareholder Considerations - An aggregate of 12,084,013 Class A ordinary shares are outstanding, and substantial future sales could lead to a significant decline in share price[141]. - The company does not expect to pay dividends in the foreseeable future, relying instead on price appreciation for returns on investment[142]. - The 2023 Share Incentive Plan allows for the issuance of up to 205,996 Class A ordinary shares, which may lead to share-based compensation expenses and dilution for existing shareholders[144]. - The trading price of Class A ordinary shares may be volatile due to various factors, including market conditions and performance of other Chinese companies listed in the U.S.[146]. Internal Control and Compliance Issues - A material weakness in internal control over financial reporting was identified, attributed to insufficient in-house personnel knowledgeable in U.S. GAAP and SEC reporting rules[172]. - Management is evaluating steps to remediate the material weakness, including hiring qualified accounting personnel and implementing training programs[172]. - Failure to correct the material weakness could result in inaccuracies in financial statements and impair compliance with financial reporting requirements[173]. - The company concluded that its internal control over financial reporting was not effective as of September 30, 2023, which may adversely affect the market price of its Class A ordinary shares[173].

Core Viewpoint - CN Energy Group, Inc. has entered into Warrant Inducement Agreements to incentivize holders of existing warrants to exercise them at a reduced price, potentially increasing the company's capital and shareholder engagement [1][2]. Group 1: Warrant Inducement Agreements - The company has reduced the exercise price of existing ordinary share purchase warrants from $1.4529 to $0.32 per share, covering up to 6,576,278 class A ordinary shares [1]. - Holders can exercise the existing warrants at the reduced price until January 5, 2025, and in return, they will receive new unregistered ordinary share purchase warrants that are immediately exercisable at the same reduced price [1]. Group 2: Registration and Compliance - The issuance of existing warrants and ordinary shares upon their exercise has been registered with the Securities and Exchange Commission, and the company will file a registration statement for the resale of shares issued upon the exercise of the new warrants [2]. - The new warrants and the shares from their exercise are offered under the exemption provided by Section 4(a)(2) of the Securities Act of 1933 [2]. Group 3: Company Overview - CN Energy Group, Inc. specializes in producing high-quality recyclable activated carbon and renewable energy from waste materials, contributing to environmental sustainability and economic benefits [4]. - The company's products are utilized across various sectors, including food and beverage, pharmaceuticals, and environmental protection [4].

Core Viewpoint - CN Energy Group, Inc. has received an additional 180-day period from Nasdaq to regain compliance with the minimum bid price requirement of $1.00 per share, extending the deadline to May 27, 2025 [1][2]. Compliance Status - The company has not yet regained compliance with the minimum bid price requirement but is eligible for a second compliance period due to meeting other listing requirements [1]. - If the closing bid price of the company's Class A ordinary shares reaches or exceeds $1.00 for at least ten consecutive business days during the second compliance period, Nasdaq will confirm compliance [2]. Future Actions - The company plans to actively monitor its compliance status and may consider options such as a reverse stock split to address any deficiencies [3]. Company Overview - CN Energy Group, Inc. specializes in producing high-quality recyclable activated carbon and renewable energy from abandoned forest and agricultural residues, utilizing patented bioengineering and physiochemical technologies [4]. - The company's products are used across various sectors, including food and beverage, industrial manufacturing, pharmaceuticals, and environmental protection [4].