CN Healthy Food Tech Group Corp 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to ____________ Commission file number 001-40272 CN Healthy Food Tech Group Corp.(Exact name of registrant as specified in its charter) Delaware85-4105289(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) 1901-1930, T3 Office Building, Hengqin Huafa CommercialCity, No.128 Rong’ao Road, Hengqin Guangdong-MacaoIn-depth Cooperation Zone, Zhuhai City, GuangdongProvince, China(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (86) 0756-8300080 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ Our Common Stock and Public Warrants are listed on the Nasdaq Stock Market LLC (the “Nasdaq”) under the symbols “UCFI” and“UCFIW,” respectively. On October 1, 2025, the day on which the Trading Halt occurred, the intraday trading price of our CommonStock was $5.51 and the intraday trading price of our Warrants was $0.09. As of March 31, 2026, a total of 52,234,983 shares of common stock, par value $0.0001 per share were outstanding. TABLE OF CONTENTS PagePART IItem 1.Business1Item 1A.Risk Factors10Item 1B.Unresolved Staff Comments20Item 1C.Cybersecurity20Item 2.Properties21Item 3.Legal Proceedings21Item 4.Mine Safety Disclosures21PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities22Item 6.[Reserved]22Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations23Item 7A.Quantitative and Qualitative Disclosures About Market Risk36Item 8.Financial Statements and Supplementary Data36Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure36Item 9A.Controls and Procedures36Item 9B.Other Information37Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections37PART IIIItem 10.Directors, Executive Officers and Corporate Governance38Item 11.Executive Compensation43Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters44Item 13.Certain Relationships and Related Transactions, and Director Independence45Item 14.Principal Accountant Fees and Servic