Form 8-K

8-K — CN Healthy Food Tech Group Corp.

Accession: 0001213900-26-080024

Filed: 2026-07-21

Period: 2026-07-16

CIK: 0001901203

SIC: 2000 (FOOD & KINDRED PRODUCTS)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0298572-8k_cnhealthy.htm (Primary)

EX-99.1 — PRESS RELEASE DATED JULY 21, 2026 (ea029857201ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

July 16, 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.)

Rooms 1901-1930, T3 Office Building, Hengqin

Huafa Commercial City

No.128 Rong’ao Road, Hengqin Guangdong-Macao In-depth Cooperation Zone

Zhuhai City, Guangdong Province,

China 519000

(Address, including zip code, of principal executive

offices)

+(86)

0756-8300080

Registrant’s telephone number, including

area code

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

UCFI

The Nasdaq Stock Market

Warrants, each whole warrant exercisable for one share of Common stock at an exercise price of $11.50 per share

UCFIW

The Nasdaq Stock Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued

Listing Rule or Standard; Transfer of Listing.

On July 16, 2026, CN Healthy Food Tech Group Corp.

(the “Company”) received a letter (the “Determination Letter”) from the Listing Qualifications Staff (the “Staff”)

of The Nasdaq Stock Market LLC (the “Nasdaq”) stating that, based on its review of the Company’s public filings with

the SEC and other available information, the Staff has determined to delist the Company’s common stock, par value $0.0001 per share

(the “Common Stock”), and warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50

per share (the “Warrant,” together with the Common Stock, the “Listed Securities”). The Staff’s determination

is based on (i) Nasdaq’s discretionary authority under Nasdaq Listing Rule 5101 and IM-5101-1 (together, “Rule 5101”),

and (ii) the Company’s alleged violation of Nasdaq Listing Rules 5205(e) and 5250(a)(1).

The Company intends to timely request an appeal

of the Staff’s determination by the deadline of July 23, 2026. A timely hearing 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. There can be no assurance that the Company will be successful in any such appeal, or that its Listed Securities will resume trading

or continue to be listed on Nasdaq. If the Panel reached a unanimous decision against the Company, the Company may face immediate delisting

of its Listed Securities from Nasdaq.

Forward-Looking Statements

Certain statements made in this Current Report

on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

Section 21E of the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions under the Private Securities

Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Current Report on Form 8-K are

forward-looking statements. When used in this Current Report on Form 8-K, words such as “anticipate,” “believe,”

“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”

“plan,” “possible,” “potential,” “predict,” “project,” “should,”

“would” and variations of these words or similar expressions (or the negative versions of such words or expressions), as they

relate to the Company or its management team, are intended to identify forward-looking statements. Many factors could cause actual future

events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including the Company’s ability

to successfully appeal the Staff’s delisting determination and the risks associated with delisting of the Company’s securities

from Nasdaq. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently

available to, the Company’s management. Forward-looking statements are not guarantees of future performance, conditions or results,

and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the

control of the Company, including those set forth in the “Risk Factors” section of the Company’s most recent Annual

Report on Form 10-K, and other reports and registration statements of the Company filed, or to be filed, with the SEC, that could cause

actual results or outcomes to differ materially from those discussed in the forward-looking statements. All subsequent written or oral

forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph.

The Company undertakes no obligation to update or revise any forward-looking statements for revisions or changes after the date of this

Current Report on Form 8-K, except as required by law.

Item 7.01. Regulation FD Disclosure.

The Company issued press release announcing its

receipt of the Determination Letter on July 21, 2026. A copy of such press release is furnished as Exhibits 99.1 to this Current Report

on Form 8-K and incorporated herein by reference.

None of the information furnished in Item 7.01

or the accompanying Exhibit 99.1 will be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor will such information be deemed

incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of the general incorporation language

of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number

Description

99.1

Press Release dated July 21, 2026

104

Cover Page Interactive Data File (embedded within the inline XBRL document)

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: July 21, 2026

By:

/s/ Zhenjun Jiang

Name:

Zhenjun Jiang

Title:

Chief Executive Officer and Chairman of the Board

EX-99.1 — PRESS RELEASE DATED JULY 21, 2026

EX-99.1

Filename: ea029857201ex99-1.htm · Sequence: 2

Exhibit 99.1

Healthy Food Tech Group Corp. Announces Receipt of Nasdaq Determination Letter

ZHUHAI, CHINA, July 21, 2026 (GLOBE NEWSWIRE) -- CN Healthy

Food Tech Group Corp. (Nasdaq: UCFI, UCFIW) (“CN Healthy Food Tech Group Corp.” or the “Company”) announced that

the Company received a letter (the “Determination Letter”) on July 16, 2026 from the The Nasdaq Stock Market LLC (“Nasdaq”).

As set forth in the Determination Letter, the

listing qualifications staff of the Nasdaq (the “Staff”) has determined to delist the Company’s securities based on

(i) Nasdaq’s discretionary authority under Nasdaq Listing Rule 5101 and IM-5101-1 (together, “Rule 5101”), and (ii)

a violation of Nasdaq Listing Rules 5205(e) and 5250(a)(1). The Staff’s determination arises from disclosures in the Company’s

Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on September 30, 2025 regarding

the status of the review process with the China Securities Regulatory Commission (the “CSRC”).

The Company plans to timely request a hearing

before a Nasdaq hearings panel prior to the July 23, 2026 deadline set forth in the Determination Letter. A timely hearing request will

stay the suspension of the Company’s securities pending the Hearings Panel’s decision, although the trading halt currently

in effect on the Company’s securities will remain in place notwithstanding any appeal. There is no guarantee that the Company will

prevail in any appeal, or that its securities will resume trading or continue to be listed on the Nasdaq.

Cautionary Statement Regarding Forward-Looking

Statements

This press release includes statements that constitute

“forward-looking statements” within the meaning of the federal securities laws, including 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”). All statements, other than statements of present or historical fact included in this press release, regarding the Company’s

strategy, prospects, plans, objectives and anticipated outcomes, or the appeal of, response to, or outcome of the Letter, are forward-looking

statements. When used in this press release, the words “could,” “should,” “will,” “may,”

“believe,” “anticipate,” “intend,” “estimate,” “expect,” “seek,”

“project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although

not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current

expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future

events. In addition, the Company cautions you that the forward-looking statements contained in this press release are subject to unknown

risks, uncertainties and other factors, including those risks and uncertainties discussed in the Annual Report on Form 10-K for the fiscal

year ended December 31, 2025, filed by CN Healthy Food Tech Group Corp. with the SEC under the heading “Risk Factors” and

the other documents filed, or to be filed, by the Company with the SEC. Additional information concerning these and other factors that

may impact the Company’s operations and projections discussed herein can be found in the reports that the Company has filed and

will file from time to time with the SEC. Forward-looking statements speak only as of the date made by the Company. The Company undertakes

no obligation to update publicly any of its forward-looking statements to reflect actual results, new information or future events, changes

in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law.

For more corporate information please visit: https://foodinvestment.cn/en/index.html

For further CN Healthy Food Tech Group Corp, please contact:

Corporate Communications

Email: ucfi.pr@foodinvestment.cn

Business Tel: +(86) 0756-8300080

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