CN Healthy Food Tech Group Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures The Information Disclosure Control and Procedures are designed to ensure that all information required for disclosure in reports filed under the Securities Exchange Act is properly recorded, processed, and aggregated, and reported within the deadlines specified by SEC rules and forms. They also guarantee that such information is consolidated and communicated to our management team — including the Chief Executive Officer (CEO), Chief Financial Officer (CFO), or individuals performing equivalent roles — to enable timely decision-making regarding necessary disclosures when appropriate. Under the supervision and participation of our management team, including the Chief Executive Officer and Chief Financial and Accounting Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures for the fiscal quarter ending December 31,2025. The definition of this term is provided in Sections 13a-15(e) and 15d-15(e) of the Trading Act. Based on this assessment, our Chief Executive Officer and Chief Financial and Accounting Officer concluded that during the reporting period, our disclosure controls failed to operate effectively at a reasonable assurance level due to responsibilities segregation, lack of oversight and review mechanisms, and insufficient documentation of control measures. Consequently, we were unable to provide reasonable assurance that the information required for disclosure in our Trading Act filings would be recorded, processed, summarized, and reported within the timelines specified by SEC rules and filings. Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal controls over financial reporting, as well as evaluating their effectiveness. According to the definition provided by the U.S. Securities and Exchange Commission (SEC), financial reporting internal controls refer to a process designed by the company’s Chief Executive Officer (CEO)/Chief Financial Officer (CFO) to reasonably ensure the reliability of financial reports and guarantee that financial statements comply with U.S. Generally Accepted Accounting Principles (GAAP). Due to its inherent limitations, internal control over financial reporting may fail to prevent or detect misstatements. Furthermore, there is a risk in forecasting the effectiveness of future periods, as control measures may become inadequate due to changing conditions, or compliance with policies or procedures may deteriorate . Conclusions on the Effectiveness of Internal Control over Financial Reporting Management has evaluated the effectiveness of our internal controls over financial reporting as of December 31,2025. During the assessment, management utilized standards based on the “Internal Control – Integrated Framework” (2013 Edition) issued by the Committee on Sponsoring Organizations of the Treadway Commission. Based on the evaluation results and these standards, we conclude that as of December 31,2025, our internal controls over financial reporting were ineffective due to three critical deficiencies: insufficient personnel familiar with U.S. Generally Accepted Accounting Principles (GAAP), absence of oversight committees, and inadequate staffing to achieve required segregation of duties. These findings were identified through significant deficiencies detected during the review process. Despite identified material deficiencies, management asserts that the consolidated financial statements in Form 10-K for this annual report present the company’s financial position, operating results, and cash flows fairly in all material respects in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP) during the reporting period. 36 Remedial Measure Management will consider implementing the following remedial measures designed to address the aforementioned material weakness and strengthen the company’s internal controls over financial reporting. These measures include: ● Seeking additional accounting professionals with experience in reporting under U.S. Generally Accepted Accounting Principles (U.S. GAAP) and the U.S. Securities and Exchange Commission (SEC) regulations; ● Engaging external accounting consultants to provide technical accounting consultation and audit support; ● Implement enhanced review procedures for journal entries and account reconciliations; ● Develop and document a formal end-of-period reconciliation checklist and financial reporting schedule; ● Strengthen documentation of key control measures in accordance with the COSO framework. Management will monitor the effectiveness of these remedial measures and will not consider adding personnel or implementing review procedures for improvement until the newly implemented control measures have been operational for an adequate duration and have been tested to confirm their operational efficacy. Certified Public Accountant Firm Verification Report This annual report does not include the attestation report on financial reporting internal control issued by the company’s registered public accounting firm. As the company is an emerging growth enterprise, it is exempt from providing such attestation under Section 404(b) of the Sarbanes-Oxley Act of 2002. Changes in Internal Control of Financial Reports During the fourth quarter ended December 31, 2025, management assessed under Sections 13a-15(f) or 15d-15(f) of the Transaction Act that no material changes were identified in our financial reporting internal controls that would significantly impact or reasonably be expected to significantly impact such controls. Inherent Limitations of the Effectiveness of Controls Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. A control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 37 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors and Senior Management The table below lists certain information regarding our senior management and directors as of the date of this annual report. Our board of directors consists of seven directors. Surname and Personal name age Position/Title Zhenjun Jiang 43 Chairman of the Board and Chief Executive Officer Weihong Zhu 62 CFO Chief Financial Officer Pan Hu 37 Director; Chief Operating Officer John L. Suprock 62 Independent director Lydia Bergamasco 35 Independent director Donghai Li 68 Independent director Jinyu Huang 39 Independent director Lili Zhang 38 Director Mr. Zhenjun Jiang serves as the Chairman of the Board and CEO of UCFI. With his extensive leadership experience and profound industry knowledge, Mr. Jiang is qualified to assume his position. Mr. Jiang joined Zhonggu Group in 1999 and became the Northeast Sales Director of Zhonggu Group in 2001. In 2003, he was appointed Deputy General Manager of the Sales Department of Zhonggu Group and General Manager of Jihuo Soybean Co., Ltd. From 2006 to 2023, he served as Managing Director of Zhonggu Group. In 2023, Mr. Jiang founded Operation Company 1 and established the CFI Group. Mr. Jiang graduated from Beijing Economic Management Cadre College with a major in Environmental Engineering and was honored as an “Outstanding Figure of China’s Reform and Opening-up 40th Anniversary.” Mr. Weihong Zhu serves as Chief Financial Officer of UCFI, bringing over 40 years of financial expertise to the role. From 1980 to 1983, he worked at the Nehe Branch of the People’s Bank of China. Between 1986 and 2000, he held positions including credit officer and deputy branch manager at the Nehe Branch of Industrial and Commercial Bank of China. From 2001 to 2022, he served at Zhonggu Group, successively holding roles as subsidiary accountant, subsidiary CFO, and Group CFO. In 2023, he joined CFI Group as CFO of Operating Company 1. Mr. Zhu holds professional qualifications as an economist and certified public accountant. Ms.Hu possesses extensive experience in sales and business management, which fully qualifies her to serve as Director and Chief Operating Officer. From 2010 to 2012, she held the position of Sales Manager at Suning Appliance Beijing Branch. Between 2012 and 2023, she served as Sales Department Manager at Zhonggu Group. In 2023, Ms.Hu joined CFI Group as General Manager of Operations Company 2. She holds a Bachelor’s degree in Business Administration from the University of Science and Technology Beijing. John L. Suprock, an experienced entrepreneur with extensive expertise in mergers and acquisitions and corporate management, is ideally suited to serve as an independent director of UCFI. From 1998 to 2001, he served as Operations Director at High Noon Petroleum. Between 2001 and 2005, he worked as an Operations Consultant at Sheehan Majestic, leading the development of transaction exhibitions. In 2006, he co-founded PCS Advisors LLC, specializing in mergers and acquisitions in the oil and gas exploration sector. Since 2013, Mr. Suprock has managed Martin, McKeen & Goldfard LLC, a real estate investment portfolio company. Mr. Suprock holds a Bachelor of Business Administration degree from California State University, Long Beach. Ms. Lydia Bergamasco serves as an independent director of UCFI. Her diverse professional background in health, nutrition, and digital program coordination provides her with a unique perspective as an independent director. From 2013 to 2014, she held positions as Customer Care Representative and Administrative Assistant at Rallye Acura. Since 2015, Ms. Bergamasco has been employed by Memorial Sloan Kettering Cancer Center, where she has held multiple roles including Digital Products and Informatics Program Coordinator since 2021. Since July 2022, she has also worked as a nutritionist at the New York Sports Judo Club. Ms. Bergamasco holds a Bachelor’s degree in Economics from the State University of New York at Old Westbury and a Master’s degree in Sports Science and Health from the Free University. Donghai Li, Mr. Li serves as an independent director of UCFI. With nearly three decades of legal experience, Mr. Li is qualified to provide professional advice as an independent director in legal compliance, corporate governance, and risk management. Since 1995, he has been working at Guangdong Xinyang Law Firm, successively serving as a lawyer, partner, and director. Mr. Li obtained his China lawyer qualification in 1994 and earned his Bachelor of Laws degree from Sun Yat-sen University in 1997. Ms. Jingyu Huang’s extensive experience in financial management and professional accounting qualifications qualify her to serve as an independent director of UCFI. From 2013 to 2018, she served as Chief Financial Officer (CFO) at Zhejiang Jiuling Early Education Technology Co., Ltd. During 2019-2020, she held the CFO position at Yiwu Junyi Trading Co., Ltd. From 2020 to 2022, she served as CFO of Zhonggu Group. Since 2022, she has been the CFO of Zhejiang Shengxian Arts and Crafts Co., Ltd. Ms. Huang earned her Bachelor’s degree in Accounting from Jiujiang University in 2009 and holds the qualification of Intermediate Certified Public Accountant. 38 Lili Zhang serves as Executive Director of UCFI. Her technical expertise and management experience in the technology and social media industries provide significant value to the board. From 2009 to 2011, she worked as a software testing engineer at Harbin Langwei Electronic Technology Co., Ltd. From 2011 to 2012, she served as a website project development engineer at Harbin Uniview Technology Co., Ltd. Between 2017 and 2023, Ms. Zhang held positions at Jihuo Group, including subsidiary manager and Deputy General Manager. In 2024, she joined CFI Group, overseeing social media management and traffic operations. Ms. Zhang graduated with a bachelor’s degree from Huade College of Applied Technology at Harbin Institute of Technology in 2009. Board of Directors As of the date of this annual report, our board of directors consists of seven directors. The amended articles of association stipulate that the minimum number of directors shall be three, with the exact number to be determined from time to time by our board of directors. Directors are not required to meet qualification requirements through shareholding. If a director has any direct or indirect interest relationship with contracts, transactions, or proposed contracts/transactions entered into with us, they must declare the nature of such interests at board meetings. Except as prohibited by Nasdaq Listing Rules and the Chairman’s veto power, directors may vote on any contracts, proposed contracts, or arrangements where they may have conflicts of interest, provided that: (a) the nature of their interests has been disclosed at board meetings—either through specific statements or general notices—and the director’s vote counts toward the quorum required for reviewing such contracts/arrangements; and (b) if the transaction involves related parties, it must be approved by the Audit Committee. Director Liability Directors are bound by fiduciary duties under both common law and statutory law, including a statutory obligation to act in good faith and with the best interests of the company in mind. When exercising authority or performing duties, directors must demonstrate the prudence, diligence, and expertise expected of a reasonable director in the given circumstances. This includes, but is not limited to, considering the nature of the company, the type of decisions involved, the director’s position, and the scope of responsibilities they undertake. Appointment and Removal of Directors The company’s articles of association stipulate that all directors are elected annually within a single-category structure. By allowing shareholders to vote on the entire board composition each year, this mechanism enhances shareholder influence and accountability. Shareholders holding at least two-thirds of voting rights can remove directors regardless of justification, providing clear governance tools to address board composition issues. Term of Directors and Senior Management Personnel Each director is elected annually for a term of one year. Board of Directors Committee We have established the Audit Committee, Nomination and Corporate Governance Committee, and Compensation Committee, and have formulated respective charters for these three committees. The membership and functions of each committee are described as follows. Audit Committee The Audit Committee consists of John L. Suprock, Lydia Bergamasco, and Jingyu Huang, with Ms.Jingyu Huang serving as Chairperson. Ms.Huang meets the financial expert criteria for audit committees as stipulated by U.S. Securities and Exchange Commission (SEC) regulations. All three members satisfy the ‘Independent Director’ requirements under NASDAQ Listing Rules and Section 10A-3 of the Securities Exchange Act. 39 The responsibilities of the Audit Committee are stipulated in our Audit Committee Charter, including but not limited to: ● Review and discuss the annual audited financial statements with management and independent auditors, and advise the board on whether to include audited financial statements in our 10-K filing; ● Review and discuss the annual audited financial statements with management and independent auditors, and advise the board on whether to include audited financial statements in our 10-K filing; ● Discuss with management and independent auditors significant financial reporting issues and judgments related to the preparation of our financial statements; ● Discuss major risk assessment and risk management policies with management; ● Supervise the independence of independent auditors; ● Verify whether the chief audit partner responsible for audit (or coordination) and the audit partner overseeing audit review have undergone rotation in accordance with legal requirements; Review and approve all related party transactions; ● Conduct inquiries and discussions with management regarding our compliance with applicable laws and regulations; ● Pre-approved audit services performed by our independent auditors and permitted non-audit services, including the fees and terms for providing such services; ● Appointment or replacement of an independent auditor; ● To determine and supervise the remuneration of independent auditors for the purpose of preparing or issuing audit reports or related tasks (including resolving disputes between management and independent auditors regarding financial reporting); ● Establish procedures to receive, retain, and process complaints received regarding accounting, internal accounting controls, or reporting that involve material matters in our financial statements or accounting policies; and ● Approve expense reimbursements incurred by the management team during the search for potential target companies. Financial Expert of the Audit Committee The Audit Committee shall always consist solely of “independent directors” who must possess the “financial knowledge” defined by Nasdaq listing standards. Nasdaq’s criteria define “financial knowledge” as the ability to read and comprehend basic financial statements, including a company’s balance sheet, income statement, and cash flow statement. Furthermore, the Audit Committee has and will continue to include at least one member with professional experience in finance or accounting, necessary accounting certifications, or equivalent expertise, ensuring profound financial knowledge. The Board has confirmed that Ms.Jingyu Huang meets the criteria for ‘Audit Committee Financial Expert’ as defined by U.S. Securities and Exchange Commission (SEC) rules and regulations. 40 Nomination and Corporate Governance Committee The Nomination and Corporate Governance Committee is composed of Donghai Li and Lydia Bergamasco, with Donghai Li serving as its Chairperson. Both Donghai Li and Lydia Bergamasco meet the requirements for ‘independent directors’ under Nasdaq Listing Rules. Our nomination to the Corporate Governance Committee will primarily support the Board of Directors in the following ways: ● Identify, screen, and review candidates qualified to serve as directors, and recommend to the board of directors candidates for nomination at the annual general meeting or candidates to fill board vacancies; ● Formulate, recommend to the board of directors, and oversee the implementation of our corporate governance standards; ● Coordinate and oversee the annual self-assessment of corporate governance conducted by the Board of Directors, its committees, individual directors, and management; and ● Conduct regular reviews of our overall corporate governance practices and provide improvement recommendations when necessary. Guide to Selecting Director Candidates The nomination criteria stipulated in the Nomination and Corporate Governance Committee Charter typically require nominees to: ● Should demonstrate significant or major achievements in the field of business, education or public service; ● Should possess the necessary intelligence, education, and experience to make significant contributions to the board of directors, and bring a range of skills, diverse perspectives, and backgrounds to deliberations; and ● Must possess the highest ethical standards, strong professional awareness, and a firm determination to serve the interests of shareholders. The Nomination and Corporate Governance Committee evaluates candidates for board membership based on their management experience, leadership background, integrity, and professional competence. The committee may require specific skills or qualifications such as financial or accounting expertise to address temporary board needs, while also considering the overall experience and composition of members to ensure diversity and inclusivity. The committee does not differentiate between candidates recommended by shareholders and others. The shareholder nomination process for board candidates remains unchanged. 41 Compensation Committee The Compensation Committee consists of John L. Suprock and Jingyu Huang, with John L. Suprock serving as its Chairman. Both John L. Suprock and Jingyu Huang meet the requirements for ‘independent directors’ under Nasdaq Listing Rules. The responsibilities of the Compensation Committee are stipulated in our Compensation Committee Charter, including but not limited to: ● Review and approve annually the corporate objectives and targets related to the compensation of our Chief Executive Officer (CEO), evaluate the CEO’s performance based on these objectives and targets, and determine and approve the CEO’s compensation (if applicable) according to the evaluation results; ● Review and approve compensation for all other senior executives of ours; ● Review our executive compensation policies and plans; ● Develop and manage our incentive compensation and equity-based compensation plans; ● Assist management in complying with our letter of authorization and annual report disclosure requirements; ● Approve all special benefits, special cash payments, and other special compensation and benefit arrangements for our executives and employees; ● Prepare an executive compensation report if required, and incorporate it into our annual mandate; and ● Review, evaluate, and recommend adjustments to director compensation as appropriate. Business Ethics and Code of Conduct We have established a code of ethics applicable to all directors and senior management personnel (including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer), as detailed in Appendix 14.1 of the 8-K filing dated October 6, 2025. The current annual report’s Appendix 14.1 incorporates a copy of our code of ethics through citation. Additionally, upon request, we will provide a complimentary copy of the code of ethics. Insider Trading Policy We have not yet established insider trading policies and procedures to regulate the purchase, sale, or other disposal of the Registrant’s securities by directors, senior executives, employees, or the Registrant itself. These policies and procedures should be reasonably designed to facilitate compliance with insider trading laws, regulations, and applicable listing standards for the Registrant. We anticipate formulating and implementing such policies and procedures by 2026. Limitation of Liability and Compensation for Executives and Directors Our amended and restated Company Registration Certificate stipulates that we shall indemnify our directors and senior officers within the maximum authorized scope pursuant to current Delaware laws or any future amendments thereto. Furthermore, the revised registration certificate specifies that directors shall not be liable to us for monetary compensation arising from breaches of fiduciary duties in their capacity as directors, unless they have violated their duty of loyalty to us or our shareholders, acted in bad faith, intentionally or knowingly violated laws, authorized illegal dividend distributions, engaged in unauthorized stock purchases or redemptions, or obtained improper personal benefits from their directorship. We have entered into agreements with management personnel and directors to provide contractual compensation in addition to the indemnities specified in our amended and restated company registration certificate. Our articles of association further authorize us to purchase insurance on behalf of any manager, director, or employee to assume liability arising from their conduct, regardless of whether Delaware law permits compensation. We have acquired directors and senior executives liability insurance that, under certain circumstances, provides coverage for defending, settling, or paying judgment costs on behalf of our directors and senior executives, while also safeguarding our obligation to compensate them. 42 These provisions may prevent shareholders from filing lawsuits against directors for breaching fiduciary duties. They could also reduce the likelihood of derivative lawsuits against directors and senior executives, even though such lawsuits might have been beneficial to us and our shareholders if won. Furthermore, if we incur settlement costs and damages for directors and executives under these compensation clauses, shareholders’ investments could suffer adverse impacts. We believe these provisions, insurance arrangements, and compensation agreements are essential for attracting and retaining talented and experienced directors and senior executives. Regarding the possibility of exempting our directors, senior executives, and controlling shareholders from liabilities under the Securities Act pursuant to the aforementioned or other regulations, we have learned that the U.S. Securities and Exchange Commission (SEC) deems such exemptions contrary to the public policy embodied in the Securities Act and therefore unenforceable. ITEM 11. EXECUTIVE COMPENSATION Director and Executive Compensation For the year ended December 31, 2025, we paid cash compensation of 728,000 yuan to directors and senior management teams. We did not reserve or accrue any amount for senior management teams to provide pensions, retirement benefits, or other similar benefits. According to legal requirements, our Chinese mainland subsidiaries are required to contribute a certain percentage of each employee’s salary to pension insurance, medical insurance, unemployment insurance, work-related injury insurance, maternity insurance, and other statutory benefits, as well as housing provident funds. Employment Agreement and Indemnity Agreement All executives have entered into employment contracts with the company. These contracts stipulate fixed-term employment terms, allowing termination without prior notice or compensation in cases of policy violations, criminal convictions, persistent failure to satisfactorily perform contractual duties, or misconduct/insincerity detrimental to corporate interests. The employment relationship may also be terminated without cause upon written notice given 30 days in advance. Executives may resign at any time provided they submit written notice 30 days prior to departure. All senior executives have agreed to maintain strict confidentiality regarding all confidential information and trade secrets of our company, including those belonging to our clients or potential clients, as well as any confidential or proprietary information received from third parties and subject to confidentiality obligations, both during employment and after termination or expiration of their employment contracts, unless necessary for performing employment-related duties or as required by applicable laws. The executives further agree to disclose to us all inventions, designs, and trade secrets conceived, developed, or implemented during their employment, transfer all rights, ownership, and interests thereof to us, and assist in obtaining and enforcing patents, copyrights, and other legal rights related to these innovations. Additionally, each senior executive has agreed to be bound by non-compete and non-recruitment clauses during their tenure and typically for one year after departure. We have entered into indemnification agreements with each director and senior executive. Pursuant to these agreements, we agree to compensate directors and senior executives for certain liabilities and expenses arising from claims resulting from their roles as directors or senior executives of the Company. In addition, pursuant to Section 3.11 of the Compensation Clause in the 8-K filing annex 3.2 revision and restatement details dated October 6, 2025, directors may receive attendance fees for each board meeting (if applicable), as well as a fixed amount (in cash or other forms of consideration) or their stipulated salary for attending board meetings. No such payments shall preclude any director from serving the company in other capacities and receiving compensation therefor. Members of the Special Committee or Executive Committee may be compensated for attending committee meetings. 43 Stock Incentive Plan None. Awarded Prizes None. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The table below presents the beneficial ownership information of our common shares as of December 31, 2025: ● Each beneficial owner holding more than 5% of our issued common shares; ● Each of our named executives and directors; and ● All our senior executives and directors as a single entity. The determination of beneficial ownership is based on regulations issued by the U.S. Securities and Exchange Commission (SEC). These regulations generally stipulate that an individual holds beneficial ownership of a security if they possess either individual or joint voting rights or investment rights, including currently exercisable or options and warrants available for exercise within 60 days. Unless otherwise specified in the footnote below and subject to applicable community property laws and similar legal provisions, we believe that each of the listed individuals holds individual voting rights and investment rights regarding such shares. The percentage of common shares actually held by the parties listed in the table below is calculated based on 52,234,983 issued and tradable common shares as of December 31, 2025. Name of Beneficial Owners Number of Shares of Common Stock Beneficially Owned Percentage of Outstanding Common Stock 5% Stockholders Rosy Sea Holdings Limited 47,689,349 91.30 % Directors and Executive Officers Zhenjun Jiang, Chairman of the Board, Chief Executive Officer 47,689,349 91.30 % Weihong Zhu, Chief Financial Officer — — Pan Hu, Director and Chief Operating Officer — — John L. Suprock, Independent Director — — Lydia Bergamasco, Independent Director — — Donghai Li, Independent Director — — Jinyu Huang, Independent Director — — Lili Zhang, Independent Director — — Directors and Executive Officers as a Group 47,689,349 91.30 % 44 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Principal Shareholder Please refer to “Section 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Related Party Policy Our ethical guidelines require us to avoid all related-party transactions that may create actual or potential conflicts of interest, unless approved by the board of directors (or audit committee). Related-party transactions are defined as: (1) transactions involving a total amount exceeding $120,000 in any calendar year, (2) where we or any of our subsidiaries are participating parties, and (3) where any of the following individuals hold or may hold significant direct or indirect interests: (a) executives, directors, or director nominees; (b) beneficial owners holding over 5% of our common stock; or (c) immediate family members of individuals specified in (a) and (b) (excluding cases where individuals serve as directors of another entity or where beneficial ownership is below 10%). Conflicts of interest may arise when an individual’s conduct or interests could impair objective and effective performance of duties. Conflicts may also occur if an individual or their family members obtain improper personal benefits through their positions. In accordance with our written bylaws, the Audit Committee is responsible for reviewing and approving related-party transactions conducted by the company. When determining whether to approve such transactions, the Audit Committee considers all relevant factors, including whether the terms offered to related parties are no less favorable than those typically provided to non-related third parties in comparable circumstances, as well as the extent of the related party’s interest in the transaction. Directors are prohibited from participating in approving transactions involving related parties, but they must provide the Audit Committee with all material information regarding such transactions. Additionally, we require every director and senior executive to complete a Director and Senior Executive Questionnaire to gather information on related-party transactions. These procedures are designed to determine whether any such related-party transactions compromise the independence of directors or raise conflicts of interest among directors, employees, or senior executives. Our audit committee will review all payments made to our shareholders, senior executives or directors, or to us or their affiliates, on a quarterly basis. Satisfaction and Discharge Agreement with Sponsor On September 30,2025, CFI reached a settlement agreement with the sponsor Bengochea SPAC Sponsors I LLC to fulfill its obligations under the business combination agreement, specifically to fund the $3,079,293.09 in sponsor debt upon completion of the merger. As part of the agreement, Iron Horse paid $1,657,949.96 in cash to the sponsor on the same day to settle partial debt obligations. On September 30,2025, Iron Horse and CFI jointly issued a $1,421,343.13 senior note to the sponsor, maturing on November 15,2025, with a 15% default interest rate applicable in the event of specified default events. To secure repayment, Iron Horse retained 5,000,000 common shares (“Sponsor Reserve Shares”) with Continental Securities Transfer Trust pursuant to irrevocable transfer instructions. Should the principal of the sponsor’s promissory note fail to be paid promptly, the sponsor may issue a notice to Continental Securities Transfer Trust (subject to a 4.99% beneficial ownership cap) to transfer the Reserve Shares to itself (“Sponsor Delivery Notice”) without requiring consent from Iron Horse or CFI. Failure to complete the transfer within 48 hours would trigger the aforementioned 15% default interest rate. The company must submit a resale registration declaration for any reserved shares issued within 60 days after the Mainland Securities Transfer Trust Company receives the sponsor’s delivery notice. As of December 31, 2025, the total outstanding amount of sponsor payable notes and held sponsor payable notes amounted to $454,690. According to the data on the preparation date of the consolidated financial statements, our company has violated the payment obligation under the sponsor’s payable notes and is currently negotiating with the sponsor to extend the maturity date of the notes. 45 As of the reporting date of this annual report, the note has not been honored. The company holds $33.01 million in cash and cash equivalents, which is sufficient to cover the repayment plans for the note, demonstrating strong liquidity. Transactions with Related Parties in the Course of Business Operations As of December 31, 2025, Iron Horse entered into a loan agreement with Mr. Jiang Zhenjun, a shareholder of the Group, who paid on its behalf the total acquisition-related fees amounting to $1,715,250. As of December 31, 2025, CFI had conducted related-party transactions with Mr. Jiang Zhenjun, a group shareholder. Mr. Jiang paid on behalf of CFI the following fees: $78,000 for the 2024 annual audit, $3,825 for U.S. agent fees, HK$16,280 for the 2025 annual filing fee, membership roster and income ownership information registration fee, and RMB 7,755 for CFI’s name change fee. As of December 31, 2025, CFI HK had conducted related-party transactions with Mr. Jiang Zhenjun, a group shareholder. Mr. Jiang paid on behalf of CFI HK the following fees: HKD 4,500 for the 2024 annual filing fee, office registration fee, and business registration update fee; RMB 2,068 for the name change fee; and HKD 800 for the 2024-2025 profit tax filing service fee. Employment Agreement and Indemnity Agreement Refer to “ Item 11 Executive Compensation – Stock Incentive Plan ”. Stock Incentive Plan See “ Item 11 Executive Compensation – Stock Incentive Plan .” Independence of Directors Nasdaq listing standards require that a majority of our board members must be independent. We comply with this requirement. Currently, under Nasdaq listing rules, John L. Suprock, Lydia Bergamasco, Donghai Li, and Jinyu Huang are all classified as “independent directors.” The general definition of an independent director excludes senior executives, employees, or any other related parties of the company or its subsidiaries, as the board deems such involvement would compromise their ability to exercise independent judgment in fulfilling board responsibilities. 46 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The table below summarizes the total fees charged by our primary external Hong Kong audit firm, KD & Co., and its members for specific professional services, covering the years listed below. For the year ended December 31 Expense Category 2025 2024 (Thousands of US dollars) Audit fees (1) 350 78 Tax expenses (2) - - Other expenses (3) - - altogether 350 78 (1) “Audit fees” represent the total amount of billed or unbilled services for auditing our annual consolidated and summarized financial statements, as well as the statutory financial statements of certain subsidiaries. This includes interim review services for interim consolidated and summarized financial statements. (2) “Tax expenses” refer to the total fees charged by our primary external audit firm for professional services provided on tax compliance matters. (3) “Other fees” refers to the total charges incurred for professional services other than those listed in the aforementioned categories. Audit Committee Pre-approved Policies and Procedures In addition to other responsibilities, the Audit Committee of our company’s Board of Directors is tasked with overseeing the operations of independent certified public accounting firms in compliance with relevant regulations from the U.S. Securities and Exchange Commission and the Nasdaq Exchange. The Audit Committee has implemented a pre-approval policy for audit services provided by independent certified public accounting firms and non-audit services, commonly referred to as the “Pre-Approval Policy.” Under the pre-approval policy provisions, the Chairperson of the Audit Committee holds relevant authority to pre-approve all audit services and permitted non-audit services, excluding those listed in Article 201: “Services beyond the auditor’s scope of practice.” Furthermore, if the Audit Committee approves a service within the audit service category, it shall be deemed that the relevant service has undergone pre-approval. Decisions regarding audit work pre-approval made by the Audit Committee under its authorization must be submitted for discussion at the Committee’s regular meetings. Our Audit Committee’s policy is to pre-approve all audit and other services provided by KD & Co. and its member firms, as mentioned above, except for negligible services. Such services require prior approval from the Audit Committee before the audit is completed. For the years 2024 and 2025, our total audit fees, tax expenses, and other related costs have all been approved by the Audit Committee in accordance with Section 2-01(c)(7)(i)(C) of Implementation Rules No. S-X. However, minor services require prior approval from the Audit Committee before completion. 47 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. The following documents are submitted as part of this annual report in Form 10-K: (1) Financial statements Our financial statements are included in the ‘Financial Statement Index’ under Section 8 ‘Financial Statements and Supplementary Data’ in Part 2 of the Annual Report Form 10-K. (2) Supplementary Tables to Financial Statements All supplementary tables in the financial statements have been omitted as they are either irrelevant, unimportant, or the required information is already provided in Section 8 of Part II, ‘Financial Statements and Supplementary Information,’ of the 10-K filing. (3) Attachments The documents listed in the Appendix Index of this year’s Form 10-K are incorporated by reference or filed with the Form 10-K, as shown in Table 10-K for each case. 48 Consolidated Financial Statements Table of Contents Report of Independent Certified Public Accountant Firm F-2 Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024 F-3 Consolidated Income Statements and Consolidated Income Statements as of December 31, 2025 and December 31, 2024 F-4 Consolidated Statement of Changes in Owner’s Equity as of December 31, 2025 and December 31, 2024 F-5 Consolidated Cash Flow Statements as of December 31, 2025 and December 31, 2024 F-6 Notes to Consolidated Financial Statements F-7 to F-27 F- 1 R eport of independent certified public accountant firm To the Shareholders and Board of Directors of CN Healthy Food Tech Group Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of CN Healthy Food Tech Group Corp. and its subsidiaries (collectively, the “Company”) as of December 31, 2025 and December 31, 2024, and the related consolidated statements of income and comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ KD & Co. KD & Co. PCAOB ID: 7137 We have served as the Company’s auditor since 2025 Hong Kong, China March 31, 2026 F- 2 CN Healthy Food Tech Group Corp. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 ASSETS Current Assets Cash and cash equivalents $ 33,013,749 $ 41,432,852 Accounts receivable 287 845 Inventories 956,407 1,250,701 Prepayments and other current assets 2,921,317 1,333,310 Total Current Assets 36,891,760 44,017,708 Non-Current Assets Property and equipment, net 4,608,387 4,039,852 Land use right, net 2,625,116 2,645,891 Intangible asset, net 83,728 49,286 Operating lease right-of-use asset 358,505 - Other assets 161,104 - TOTAL ASSETS $ 44,728,600 $ 50,752,737 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable $ 69,106 $ 585,304 Accrued expenses and other current liabilities 1,891,474 785,748 Advances from customers 17,601,292 37,721,923 Income tax payable 1,339,698 849,174 Operating lease obligation, current 236,169 - Notes payable 3,018,500 - Notes payable – related parties 454,690 - Total Current Liabilities 24,610,929 39,942,149 Non-Current Liabilities Operating lease obligation, noncurrent 243,490 - TOTAL LIABILITIES 24,854,419 39,942,149 COMMITMENTS AND CONTINGENCIES (NOTE 11) STOCKHOLDERS’ EQUITY Common stock, $0.0001 par value; 160,000,000 shares authorized; 52,234,983 and 47,689,349 shares issued and outstanding as of December 31, 2025 and 2024, respectively 5,224 4,769 Additional paid-in capital 6,823,190 6,930,538 Retained earnings 12,408,522 3,996,003 Accumulated other comprehensive loss 637,245 (120,722 ) TOTAL STOCKHOLDERS’ EQUITY 19,874,181 10,810,588 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 44,728,600 $ 50,752,737 The accompanying notes are an integral part of these consolidated financial statements. F- 3 CN Healthy Food Tech Group Corp. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Years Ended December 31, 2025 2024 Revenue, net $ 27,759,850 $ 11,346,907 Cost of revenue (9,343,452 ) (3,803,068 ) GROSS PROFIT 18,416,398 7,543,839 OPERATING EXPENSES Selling expenses 2,240,443 981,599 General and administrative expenses 4,264,256 1,013,368 Research and development costs 133,260 6,971 Total Operating Expenses 6,637,959 2,001,938 OPERATING INCOME 11,778,439 5,541,901 OTHER INCOME (EXPENSES) Interest income 473,592 53,491 Other income 70,056 13,715 Other expenses (1,957 ) (70 ) Total Other Income, net 541,691 67,136 INCOME BEFORE INCOME TAXES 12,320,130 5,609,037 Provision for income tax (3,907,611 ) (1,613,034 ) NET INCOME $ 8,412,519 $ 3,996,003 OTHER COMPREHENSIVE INCOME Foreign currency translation adjustment 757,967 (120,722 ) COMPREHENSIVE INCOME $ 9,170,486 $ 3,875,281 Basic and diluted earnings per share $ 0.17 $ 0.08 Basic and diluted weighted average number of shares outstanding 48,860,005 47,689,349 The accompanying notes are an integral part of these consolidated financial statements. F- 4 CN Healthy Food Tech Group Corp. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Ordinary Shares Common Stock Additional Paid-in Retained Accumulated Other Comprehensive Total Stockholders’ Shares Amount Shares Amount Capital Earnings Income (Loss) Equity Balance – December 31, 2023 1 $ 1 - $ - $ - $ - $ - $ 1 Retroactive application of recapitalization (see Note 3) (1 ) (1 ) 47,689,349 4,769 (4,768 ) - - - Adjusted balance, beginning of period - - 47,689,349 4,769 (4,768 ) - - 1 Capital Contribution - - - - 6,935,306 - - 6,935,306 Net income - - - - - 3,996,003 - 3,996,003 Foreign currency translation adjustment - - - - - - (120,722 ) (120,722 ) Balance – December 31, 2024 - - 47,689,349 4,769 6,930,538 3,996,003 (120,722 ) 10,810,588 Business Combination Financing - - 3,545,634 355 (4,197,248 ) - - (4,196,893 ) Fair value of shares issued for services - - 1,000,000 100 4,089,900 - - 4,090,000 Net income - - - - - 8,412,519 - 8,412,519 Foreign currency translation adjustment - - - - - - 757,967 757,967 Balance – December 31, 2025 - $ - 52,234,983 $ 5,224 $ 6,823,190 $ 12,408,522 $ 637,245 $ 19,874,181 The accompanying notes are an integral part of these consolidated financial statements. F- 5 CN Healthy Food Tech Group Corp. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2025 2024 Cash flows from operating activities Net income $ 8,412,519 $ 3,996,003 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of shares issued for services 2,045,000 - Depreciation and amortization 468,162 194,602 Amortization of right-of-use assets 145,371 - Loss on disposal of property and equipment 1,621 - Provision for inventory shrinkage 114,144 121,223 Changes in operating assets and liabilities: Accounts receivable 579 (858 ) Inventories 224,832 (1,390,958 ) Prepayments and other current assets 1,218,822 (1,353,615 ) Other assets (17,686 ) - Accounts payable (591,947 ) 594,211 Accrued expenses and other current liabilities (164,458 ) 797,705 Advances from customers (21,166,734 ) 38,295,995 Income tax payable 292,741 862,097 Operating lease obligation (27,465 ) - Net cash (used in) provided by operating activities (9,044,499 ) 42,116,405 Cash flows from investing activities: Loan advances to an unrelated third party - (2,782,570 ) Proceeds from loan receivable 2,782,570 Purchase of property and equipment (710,636 ) (1,811 ) Purchase of intangible asset (42,618 ) (50,597 ) Purchase of other investment (139,098 ) - Net cash used in investing activities (892,352 ) (52,408 ) Cash flows from financing activities: Business Combination Financing 1,016,762 - Repayment promissory note – related party (1,014,000 ) - Net cash provided by financing activities 2,762 - Effect of exchange rates on cash and cash equivalents 1,514,986 (631,160 ) Net change in cash and cash equivalents (8,419,103 ) 41,432,837 Cash and cash equivalents, beginning of period 41,432,852 15 Cash and cash equivalents, end of period $ 33,013,749 $ 41,432,852 Supplemental Cash Flow Information: Cash paid for income taxes $ 3,467,815 $ 108,722 Cash paid for interest $ - $ - Supplemental non-cash in investing and financing activities: Fair value of shares issued in exchange for services to be received $ 4,090,000 $ - Operating lease right-of-use asset, obtained in exchange for operating lease obligation $ 553,424 $ - De-recognition of operating lease right-of-use asset and operating lease obligation on modified lease $ 59,162 $ - Property and land use rights contributed $ - $ 6,935,306 The accompanying notes are an integral part of these consolidated financial statements. F- 6 CN Healthy Food Tech Group Corp. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Description of Business and Basis of Presentation CN Healthy Food Tech Group Corp and its wholly owned subsidiaries focus on the high-end health food field driven by AI artificial intelligence technology and biotechnology innovation, mainly engaged in the research and development, production, and sales of related products. The group deeply integrates modern biotechnology with traditional Chinese medicine theory, precisely meeting the market’s growing demand for safe, high-quality, nutritious and healthy food. The Company’s operating subsidiaries are domiciled in the People’s Republic of China (“PRC”) and are collectively referred to as the “PRC Subsidiaries” and the parent company of the PRC Subsidiaries (“CFI HK”) is domiciled in Hong Kong. Basis of Presentation and Principles of Consolidation: On September 29, 2025 (the “Closing Date”), Iron Horse Acquisition Corp. (“Iron Horse)” consummated the merger transactions contemplated by the business combination agreement (the “Initial BCA”) executed during September 2024 with Grain Science Technology Innovative Bio (BVI) Co., Ltd, a company incorporated and existing under the laws of the British Virgin Islands (“Legacy CFI”), and Rosy Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Rosy Sea” or the “Seller”) and the owner of 100% of the issued and outstanding capital stock of Legacy CFI. The Initial BCA was subsequently amended in December 2024, August 2025, and September 2025 (the “Amended BCA”) (see Note 3). On the Closing Date, and in connection with the closing of the Business Combination, Iron Horse changed its name to CN Healthy Food Tech Group Corp (the “Company” or “CN Healthy”) and the Company’s common stock began trading on the Nasdaq stock market under the ticker symbol UCFI. Legacy CFI was deemed the accounting acquirer to the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805, Business Combination (“ASC 805”). The determination was primarily based on Legacy CFI’s stockholder prior to the Business Combination having the greatest voting interest in the combined company, Legacy CFI’s stockholder having the ability to control decisions regarding the election and removal of directors and officers of the combined company, Legacy CFI will comprise the ongoing operations of the combined company, and Legacy CFI’s existing senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy CFI’s issuing stock for the net assets of Iron Horse, accompanied by a recapitalization. The net assets of Iron Horse are stated at historical cost, with no goodwill or other intangible assets recorded. While Iron Horse was the legal acquirer in the Business Combination, because Legacy CFI was deemed the accounting acquirer, the historical financial statements of Legacy CFI became the historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the consolidated financial statements included in this report reflect (i) the historical operating results of Legacy CFI prior to the Business Combination; (ii) the combined results of Iron Horse and Legacy CFI following the closing of the Business Combination; (iii) the assets and liabilities of Legacy CFI at their historical cost; and (iv) the Company’s equity structure for all periods presented. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to the Legacy CFI stockholder in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Legacy CFI ordinary shares prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination. The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenues, expenses and cash flows of all wholly owned subsidiaries. References to U.S. GAAP issued by the Financial Accounting Standards Board (“FASB”) in these accompanying notes to the consolidated financial statements are to the FASB accounting standards codification (“ASC”). The accompanying consolidated financial statements include the accounts of CN Healthy and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation. F- 7 Note 2 – Summary of Significant Accounting Policies Emerging Growth Company: The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups (“JOBS”) Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as to those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Use of Estimates: The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The Company’s most significant assumptions and estimates relate to the carrying value of accounts receivable, including the determination of the allowance for credit losses, the net realizable value of inventories, the valuation of nonmonetary transactions, the useful life and recoverability of long lived assets, the determination of reserves for customer refunds, classification of warrants, income tax provision, determination of uncertain tax positions, and determination of deferred tax valuation allowances. These estimates are based on assumptions which management believes are reasonable. The Company evaluates its estimates on an ongoing basis and makes revisions to these estimates. Segment Information: ASC 280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the chief executive officer, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The CODM uses operating income as the primary measure to manage the business. The Company determined there are two operating and reportable segments based on the level at which the CODM reviews operating income, assesses performance and makes decisions regarding resource allocation. These operating segments are wholesale distribution and live-stream sales. The wholesale distribution segment focuses on product sales made through the Company’s extensive distributor network. The live-stream sales segment focuses on digital coupon sales for healthcare products and services on behalf of third-party merchants made through online platforms, primarily live-streaming platforms such as Douyin (TikTok), Meituan and Kuaishou. Cash and Cash Equivalents: Cash and cash equivalents consists of cash and fixed deposits held at banks, both of which are highly liquid and has original maturities of three months or less and is unrestricted as to withdrawal or use. The Company maintains cash and cash equivalents in excess of insured limits of RMB 500,000 ($71,465 at December 31, 2025) per financial institutions located in the PRC and $250,000 per financial institution located in the United States. The Company makes such deposits with financial institutions it believes are of high credit quality and has not experienced losses on these deposits as of December 31, 2025. Management believes the Company is not exposed to significant risks on such deposits. The amounts over these insured limits as of December 31, 2025 was RMB 230,476,590 ($32,942,169 at December 31, 2025). Customer and Supplier Concentration Risk Customer: The Company controls credit risk through credit approvals, requirement for customer advances, credit limits and monitoring procedures. The Company performs in-depth credit evaluations on customers or requires a customer deposit to be paid in advance of delivering our performance obligation. The Company enters into distribution agreements with each of its distributors in its wholesale distribution segment that are typically for two years. These agreements set forth the terms of the business relationship, the Company’s requirements for a distributors business practices, required compliance measures, minimum purchase volumes, if any, the Company’s commitment to provide marketing and promotion support to the distributor, and exclusivity requirement to only sell the Company’s products to the distributor’s customers. F- 8 The Company maintains a low concentration risk, with no single customer contributing more than 10% of total revenue for the years ended December 31, 2025 and 2024, or 10% of accounts receivable as of December 31, 2025 and 2024. Supplier: The Company currently obtains inventory from approximately twelve suppliers. The Company formalizes the relationship with suppliers through three-year supply agreements, which establish clear responsibilities regarding product specifications, production standards, delivery obligations, and quality assurances. The Company sources each of its products from two to three different suppliers to minimize disruption to its supply chain if one supplier were to encounter production issues. The Company evaluates each potential supplier through on-site assessments of the supplier’s scale, technical capability, production capacity, and delivery timelines to ensure a potential supplier meets the Company’s quality standards. Access to sufficient capacity from these suppliers in periods of high demand may be limited, as the Company may not account for a significant part of a supplier’s business. If the Company were to change or add additional suppliers, the Company’s on-site assessment process could prevent or delay product shipments that could negatively affect the Company’s results of operations. Two suppliers each contributed over 10% of the Company’s total procurement, with individual contributions of 37.7% and 21.9% for the year ended December 31, 2025 and four suppliers each contributed over 10% of the Company’s total procurement, with individual contributions of 23.7%, 20.3%, 12.6% and 10.8% for the year ended December 31, 2024. Reliance on these suppliers may negatively affect the Company’s production if the inventory varies in reliability or quality. If the Company is unable to obtain timely deliveries of sufficient quantities of acceptable quality or if the supplier’s prices increase, results of operations could be harmed. Accounts Receivable and Allowance for Credit Losses: Accounts receivable are stated at the historical carrying amount net of an allowance for expected credit losses, if any. The Company also adopted this guidance for other receivables. To estimate expected credit losses, the Company has identified the relevant risk characteristics of its customers and the related receivables. The Company considers the past collection experience, current economic conditions, future economic conditions (external data and macroeconomic factors) and changes in the Company’s customer collection trends. The allowance for credit losses and corresponding receivables are written off when they are determined to be uncollectible. As of December 31, 2025 and 2024, no allowance for credit losses was required. Other Receivables: Other receivables consist of amounts paid on behalf of employees which are expected to be either repaid by the employee or recoverable through statutory offsets within the next 12 months. Prepaid and other current assets: Prepaid and other current assets consist of funds deposited for future finished goods, services purchased from suppliers, or amounts paid on behalf of employees, all of which are expected to be either repaid by the employee or recoverable through statutory offsets within the next 12 months. Certain of the Company’s suppliers require deposits as a guarantee that the Company will complete its purchases to secure a specific purchase price. Inventories : Inventories, consisting of finished goods, are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. The valuation of inventories requires the Company to estimate obsolete or excess inventory as well as inventory that is not of saleable quality. The Company employs a variety of methodologies to determine the net realizable value of its inventory. While a portion of the calculation to record inventory at its net realizable value is based on the age of the inventory and lower of cost or net realizable value calculations, a key factor in estimating obsolete or excess inventory requires the Company to estimate the future demand for its products. If actual demand is less than the Company’s estimates, impairment charges, which are recorded to cost of sales, may need to be recorded in future periods. Inventory in excess of saleable amounts is not valued, and the remaining inventory is valued at the lower of cost or net realizable value. As of December 31, 2025 and 2024, an allowance for obsolete or slow-moving inventory was not required. The Company recorded a provision for inventory shrinkage of $114,144 and $121,223 for the years ended December 31, 2025 and 2024, respectively. F- 9 Property and equipment, net: The Company’s property consists of a building recorded at fair value that was contributed by a stockholder (see Note 12) and is being depreciated using the straight-line method over the following estimated useful lives: Useful life Building 20 years Equipment 3 - 10 years Leasehold improvements 3 years The cost of repairs and maintenance is expensed as incurred, while the costs of major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Land Use Right, net : According to the laws of the PRC, the government owns all land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. The land use rights contributed to the Company are recorded at fair value (see Note 12) and are being amortized using the straight-line method over the lease term of approximately 32 years. Intangible Asset, net: Intangible asset consists of a definite-lived trademark. The trademark is being amortized using the straight-line method over its estimated useful life of ten years. The Company carries intangible assets at cost less accumulated amortization. Investment in equity securities: Investment in equity securities without readily determinable fair values are accounted for in accordance with ASC 321, Investment in Equity Securities (“ASC 321”), under either the measurement alternative method or as an equity method investment. Measurement Alternative Method: Investments in equity securities that either (i) do not provide the Company with control or significant influence or (ii) do not have risk and reward characteristics that are substantially similar to an investment in the investee’s common stock. The Company records such investments under the measurement alternative method pursuant to ASC 321 as these investments do not have readily determinable fair values. Under the measurement alternative method, the Company records the investment at cost less impairment losses, if any, unless it identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, in which case the Company will measure its investments at fair value as of the date that the observable transaction occurred. Such investments are presented as Other Investments on the consolidated balance sheets and any impairment recognized related to these investments are presented as Impairment of other investments, a component of other income (expense), net in the consolidated statements of income and comprehensive income. Equity Method: The Company utilizes the equity method to account for investments when it possesses the ability to exercise significant influence, but not control, over the operating and financial decisions of the investee. Generally, the ability to exercise significant influence is presumed when the investor possesses more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is not present. The Company applies the equity method to investments in common stock and to other investments in nonconsolidated entities that have risk and reward characteristics that are substantially similar to an investment in the investee’s common stock. The Company subsequently adjusts the carrying amount of the equity method investment by the Company’s proportionate share of the net earnings or losses and other comprehensive income or loss of the investee based on the Company’s percentage of common stock or in-substance common stock ownership during the respective reporting period. The Company records its share of the results of equity method investees and any impairment related to equity method investments as earnings or losses from investments in equity method investees, net of tax in the consolidated statements of income and comprehensive income. In the event that net losses of the investee reduce the carrying amount to zero, additional net losses may be recorded if the Company has other investment or other outstanding loans and advances to the investee and would be determined based on the Company’s proportionate share of the respective class of securities. F- 10 During April 2025, the Company acquired a 5.0% equity interest in a privately held household appliance enterprise in exchange for RMB 1,000,000 ($137,588 at the date of acquisition and $142,931 at December 31, 2025) and recorded it as a component of Other asset on the accompanying consolidated balance sheets at cost under the measurement alternative method as the investment does not provide the Company with control or significant influence nor does the investment have risk and reward characteristics that are substantially similar to an investment in the investee’s common stock. Impairment of Long-Lived Assets: In accordance with ASC 360, Impairment or Disposal of Long-Lived Assets (“ASC 360”), the Company reviews the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Based on the existence of one or more indicators of impairment, the Company measures any impairment of long-lived assets using the projected discounted cash flow method at the asset group level. The estimation of future cash flows requires significant management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets. No impairment of long-lived assets was recorded by the Company as of December 31, 2025 and 2024. Advances from Customers: Advances from customers consist of deposit payments from customers for inventories that were not yet shipped as of period end and is expected to be shipped within the next 12 months. The Company will recognize the advances from customers as revenue as inventories are shipped and title to the assets is transferred to customers in accordance with the Company’s revenue recognition policy. Revenue Recognition: The Company’s revenue arrangements primarily consist of a single performance obligation to transfer promised goods or services to a customer. Substantially all of the performance obligations are satisfied at a point in time rather than over time when title, risks and rewards of ownership, and subsequently control have transferred to the customer. Wholesale distribution segment Revenue primarily represents the sale of inventories to distributors. Revenue, which includes shipping and handling charges billed to the distributor, is recognized at the time the product is shipped to a distributor and is reported net of variable consideration, including applicable discounts, estimated returns, and allowances. The Company determined minimum purchase volumes required by the distributor agreements, if any, do not provide a distributor a material right that gives rise to a separate performance obligation as there are no discounts or other incentives provided in the distributor agreement. The Company’s performance obligation is created as new orders are received from the distributor. The Company is not obligated to transfer any products until the distributor submits an order specifying the quantity of products it wishes to purchase, which represents an option to purchase additional goods, not variable consideration. As a result, the Company recognizes revenue at the time control of the products ordered transfers to the distributor. The Company determined that any variable consideration related to a potential shortfall to a minimum purchase volume at the end of the distributor agreements was deemed to be fully constrained at inception and therefore excluded from the initial transaction price due to the high degree of uncertainty and risk associated with these potential payments as the Company determined that it could not assert that it was probable that a significant reversal in the amount of revenue recognized would not occur. The Company will recognize any remaining revenue associated with a shortfall to a minimum purchase volume during the period the Company can assert that it is probable that a significant reversal in the amount of revenue recognized would not occur. The Company reviews its variable consideration estimates at the end of each quarter. As of December 31, 2025 and 2024, the Company could not assert that it was probable that a significant reversal in the amount of revenue recognized would not occur for a potential shortfall to the minimum purchase volume at the end of the in place distributor agreements, which have a remaining term of twelve months. F- 11 The Company principally relies on historical experience, specific distributor agreements, and anticipated future trends to estimate variable consideration at the time of sale and to reduce the transaction price. The Company has no obligations related to discounts, returns, and allowances recorded on its consolidated balance sheets as of December 31, 2025 and 2024. Live-stream sales segment Revenue primarily represents the sale of digital coupons to customers for goods or services (or for discounts on goods or services) to be provided by third-party merchants. The Company has determined that it is the principal in these transactions because it has discretion in establishing the pricing of the digital coupons. Revenue is recognized at the time the customer redeems the digital coupon for goods or services (or for discounts on goods or services) from the third-party merchant as that is the timing for when the Company’s obligations to the customer are satisfied. Revenue is reported net of variable consideration, including estimated refunds and service fees The Company principally relies on historical experience, specific customer agreements, and anticipated future trends to estimate estimated refunds and service fees at the time of sale and to reduce the transaction price. The Company has no obligations related to service fees and refunds recorded on its consolidated balance sheets as of December 31, 2025 and 2024. There were no acquisition costs associated with obtaining customers in either segment and there were insignificant amounts owed to third-party merchant for the goods or services to be provided at the time the digital coupon is redeemed as of December 31, 2025 and 2024. Cost of Revenue: Cost of revenue consists primarily of the cost of inventories, warehousing and distribution costs such as inbound freight charges, purchasing and receiving costs. Research and Development Expense: Research and development costs did not meet the requirements to be recognized as an asset as the associated future benefits were at best uncertain and there was no alternative future use at the time the costs were incurred. Research and development costs mainly consist of labor costs, including salaries and benefits, material costs, testing costs, and other expenses.related to the Company’s investment into the development of new products and services. Advertising Costs: The Company expenses the costs of advertising as incurred. There was $832,329 and $191,551 of advertising expenses incurred for the years ended December 31, 2025 and 2024, respectively, and included within selling expenses on the accompanying consolidated statements of income and comprehensive income. Leases: The Company’s determination of whether an arrangement contains a lease is based on an evaluation of whether the arrangement conveys the right to use and control specific property or equipment. The Company leases office space under an operating lease primarily having an initial term of approximately three years. The Company records a lease liability and corresponding right-of-use asset at lease commencement for identified leases at the lease commencement date, which is generally when the Company takes possession of the asset. Lease agreements may contain adjustments to lease payments based on fixed escalation clauses, an index or a rate. Lease agreements may also require the Company to pay real estate taxes, insurance, common area maintenance, and other costs, collectively referred to as operating costs, in addition to lease payments. Lease agreements also may contain lease incentives, such as tenant improvement allowances and rent holidays. Lease agreements can include one or more options to renew or extend the initial lease term. The exercise of a lease renewal option is generally at the Company’s sole discretion. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. F- 12 The lease liability is initially measured at the present value of the minimum fixed lease payments over the expected lease term, which includes options to extend or terminate the lease agreement when it is reasonably certain those options will be exercised, using the Company’s discount rate as of lease commencement. Minimum fixed lease payments are discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company does not generally borrow on a collateralized basis, it uses the loan prime rate announced by the Bank of China as its incremental borrowing rate. The Company accounts for fixed lease and non-lease components of a lease as a single lease component. Therefore, minimum lease payments used to measure the lease liability include all of the fixed consideration in the contract. Variable lease payments associated with the Company’s leases are recognized upon the occurrence of the event, activity, or circumstance in the lease agreement on which those payments are assessed. Variable lease payments are presented in the accompanying consolidated statements of income and comprehensive income in the same line item as expense arising from fixed lease payments, which is generally within general and administrative expenses. Leases with an initial term of 12 months or less are not recorded on the accompanying consolidated balance sheets and are recognized on a straight-line basis over the lease term within general administrative costs on the accompanying consolidated statements of income and comprehensive income. Accumulated Other Comprehensive Income: Comprehensive income is comprised of net income and all changes to the statement of stockholder’s equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. The Company’s comprehensive income consists of net income and gains from foreign currency translation adjustments. Warrants: The Company evaluates the appropriate balance sheet classification of warrants issued as either equity or as a derivative liability. In accordance with ASC 815, Derivatives and Hedging (“ASC 815”), a warrant is classified as equity if it is “indexed to the Company’s equity” and meets several specific conditions for equity classification, A warrant is not considered “indexed to the Company’s equity,” in general, when it contains certain types of exercise contingencies or potential adjustments to its exercise price. If a warrant is not indexed to the Company’s equity or it has net cash settlement provisions that result in the warrants being accounted for under ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) or ASC 815, it is classified as a derivative liability which is carried on the consolidated balance sheets at fair value with any changes in its fair value recognized in the consolidated statements of income and comprehensive income. At December 31, 2025, all of the Company’s outstanding warrants were classified as equity. Capital Contributions: Contributions of tangible and intangible assets in which no consideration is exchanged are accounted for as capital contributions in accordance with ASC 505, Equity (“ASC 505”) and are measured at fair value in accordance with ASC 845, Nonmonetary Transactions (“ASC 845”) Inflation Reduction Act of 2022: On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, may be subject to the excise tax. There were no transactions subject to this excise tax through December 31, 2025, including redemptions in connection with the Business Combination (see Note 1 and Note 3). F- 13 Income Taxes: The Company accounts for income taxes under the provisions of ASC 740, Income Taxes (“ASC 740”), which is an asset and liability approach that requires recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740 prescribes a recognition threshold and measurement process for accounting for uncertain tax positions and also provides guidance on various related matters such as derecognition, interest, penalties, and disclosures required. The Company does not have any entity-level uncertain tax positions. The Company files income tax returns in the United States, British Virgin Islands (“BVI”), Hong Kong, and PRC. The Company’s tax returns remain open, subject to examination by major tax jurisdictions. Under the current laws of the United States, CN Healthy is subject to an income tax rate of 21.0%. Under the current laws of the BVI, the Company’s subsidiaries domiciled in BVI are not subject to tax on income or capital gain. Additionally, upon payment of dividends by the Company’s subsidiaries domiciled in BVI to its stockholder, no BVI withholding tax will be imposed. Under the current laws in Hong Kong, the Company’s subsidiaries domiciled in Hong Kong are subject to a Hong Kong profits tax rate of 16.5%. Additionally, upon payment of dividends by CFI HK to its stockholder, no Hong Kong withholding tax will be imposed. Under the current laws in the PRC, the Company’s subsidiaries domiciled in the PRC are subject to a 25% enterprise income tax under the Enterprise Income Tax law (“EIT”) of the PRC with the exception that 15% tax rate under preferential policies applicable to enterprises operating within the Guangdong-Macao In-Depth Cooperation Zone in Hengqin (Hengqin Cooperation Zone),a designated special economic zone offering targeted tax incentives. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Earnings per Share: Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period, excluding the effects of any potential dilutive securities. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common share equivalents had been issued and if the additional common shares were dilutive. Earnings per share excludes all potential dilutive shares of common shares if their effect is anti-dilutive. The calculation of diluted earnings per share does not consider the effect of the warrants assumed during the Business Combination (see Note 1 and Note 3) as the exercise of these warrants are contingent upon the occurrence of future events ,nor the shares of common stock that the holders of the promissory notes could elect to receive (see Note 8 and Note 9) as the conversion formula is not defined. Foreign Currency and Foreign Currency Translation: The consolidated financial statements of the Company are presented in the reporting currency of the U.S dollar (“USD”). The functional currency for each entity included in these consolidated financial statements is the applicable local currency used in the primary economic environment of the respective entity. The Company’s entities domiciled in the PRC and Hong Kong maintain their books in Chinese Renminbi (“RMB”) and Hong Kong Dollar (“HKD”), respectively, while the entities domiciled in the United States and BVI maintain their books and records in USD. For each entity whose functional currency is not the USD, assets and liabilities are translated into the reporting currency using the exchange rate in effect at the balance sheet dates. Equity transactions are translated using the historical exchange rate in effect on the date of the transaction, except for the change in retained earnings during the year, which is the result of the operations translation process. Results of operations and cash flows are translated using the weighted average exchange rates in effect during the period. As a result, amounts relating to the assets and liabilities reported on the consolidated statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. F- 14 Translation adjustments resulting from the process of translating the local currency financial statements into the reporting currency are recorded as a component of comprehensive income (loss). The translation adjustment for the years ended December 31, 2025 and 2024 was a gain of $757,967 and a loss of $120,722, respectively. Remeasurement gains and losses from transactions that are not denominated in the functional currency are recorded as other income (expenses) in the consolidated statements of income and comprehensive income. All of revenue transactions are transacted in the respective entity’s functional currency. As of December 31, 2025, the Company has not entered into any material transaction in a currency other than its functional currency since inception. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Translation of amounts from the functional currency into the reporting currency has been made at the following exchange rates for the respective periods: For the Years Ended December 31, Average exchange rate: 2025 2024 RMB:USD 7.1892 7.1886 HKD:USD 7.7962 NA Period exchange rate: December 31, 2025 December 31, 2024 RMB:USD 6.9964 7.2980 HKD:USD 7.7833 NA Fair Value of Financial Instruments: ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: ● Level 1: Inputs based on unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. ● Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data. ● Level 3: Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are both unobservable for the asset and liability in the market and significant to the overall fair value measurement. An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities measured at fair value are based on one or more of the following techniques noted in ASC820: ● Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. ● Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost). ● Income approach: Techniques to convert future amounts to a single present value amount based upon market expectations (including present value techniques, option pricing, and excess earnings models). F- 15 The Company believes its valuation methods are appropriate and consistent with other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s financial instruments with a carrying value that approximates fair value consist of cash and cash equivalents, accounts receivable, prepayments and other current assets, accounts payable, accrued expenses and other current liabilities, advances from customers and income tax payable because of the short-term nature or expected settlement dates of these instruments. The Company does not have any financial instruments, assets or liabilities that have recurring fair value measurements. Government Contribution Plan: Pursuant to the laws applicable to companies organized under the laws of the PRC, the PRC Subsidiaries are required to participate in a government-mandated multi-employee defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the PRC Subsidiaries to pay to the local labor bureau a monthly contribution rate based on the monthly basic compensation of qualified employees. The relevant local bureau is responsible for meeting all retirement benefit obligations and there are no further commitments beyond the monthly contribution for the PRC Subsidiaries. Reclassifications: Certain prior period presentation and disclosures were reclassified to ensure comparability with current period presentation. The reclassifications have not change the results of operations of the prior period. Recent Accounting Pronouncements, adopted: ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures (“ASU 2023-09”), requires disclosures of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The amendment also includes other changes to improve the effectives of income tax disclosures, including further disaggregation of income taxes paid for individually significant jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis. Accordingly, the expanded disclosures are provided for the year ended December 31, 2025 while prior period disclosures have not been retroactively adjusted and continue to be presented under the previous disclosure requirements. As this update only impacts disclosures, its adoption did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows. See Note 14 for additional information. ASU 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements (“ASU 2024-02”) updates accounting standards for revenue recognition (ASC 606), lease accounting (ASC 842), and impairment of long-lived assets (ASC 360). ASU 2024-02 provides enhanced guidance for estimating variable consideration, accounting for contract modifications, determining lease terms, and simplifying impairment testing for long-lived assets. It also introduces increased disclosure requirements for financial instruments and derivatives. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2024-02 on January 1, 2025 and its adoption did not have a material effect on the Company’s consolidated financial position, results of operations, or cash flows. Recent Accounting Pronouncements, not yet adopted: ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”), requires public companies to disaggregate key expense categories, such as inventory purchases, employee compensation and depreciation in their financial statements. This aims to improve investor insight into company performance. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its consolidated financial statements and disclosures. ASU 2025-05, Financial Instruments – Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers . Under ASU 2025-05, entities may assume that current conditions as of the balance sheet date do not change the remaining life of the asset. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its consolidated financial statements and disclosures. F- 16 ASU 2025-11, Interim Reporting: Narrow Scope Improvements (“ASU 2025-11”), provides clarity about the current requirements for interim reporting. ASU 2025-11 is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its consolidated financial statements and disclosures. ASU 2025-12, Codification Improvements (“ASU 2025-12”), represent changes to the ASC that clarify, correct errors or make minor improvements, making the ASC easier to understand and apply. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its consolidated financial statements and disclosures. The Company has evaluated other new accounting standards issued by the FASB and SEC that are not yet effective. Management does not expect these standards to have a material impact on the Company’s consolidated financial position or results of operations. Note 3 – Reverse Recapitalization On September 29, 2025, Legacy CFI and Iron Horse consummated the merger contemplated by the BCA, with Legacy CFI surviving the merger as a wholly owned subsidiary of Iron Horse. Upon the closing of the Business Combination, Iron Horse’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of capital stock to 200,000,000 shares, of which 160,000,000 were designated common stock, $0.0001 par value per share, and of which 40,000,000 shares were designated preferred stock, $0.0001 par value per share. Upon the consummation of the Business Combination, (i) the Legacy CFI ordinary share issued and outstanding was cancelled and converted into 47,689,349 shares of the Company’s common stock and (i) the holders of Iron Horse rights to receive one-fifth of one share of the Company’s common stock upon consummation of a Business Combination were issued 1,379,983 shares of the Company’s common stock. Outstanding warrants to purchase Iron Horse common stock will remain outstanding at the Closing Date. The warrants will become exercisable 30 days after the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation (see Note 11). Certain Iron Horse shareholders exercised their right to redeem certain of their outstanding shares for cash resulting in the redemption of 6,701,349 shares of Iron Horse common stock for gross redemption payments of approximately $71,066,578, which were paid during September 2025 and October 2025. The Business Combination is accounted for as a reverse recapitalization in accordance with US GAAP. Under this method of accounting, Iron Horse was treated as the “acquired” company for financial reporting purposes (see Note 1). Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy CFI issuing stock for the net assets of Iron Horse, accompanied by a recapitalization. The net assets of Iron Horse are stated at historical cost, with no goodwill or intangible assets recorded. The Business Combination represents a reverse acquisition for federal income tax purposes in the United States. Prior to the Business Combination, Iron Horse filed separate standalone federal, state and local tax returns and Legacy CFI did not file any federal, state or local tax returns as there were no operations based in the United States. As a result of the Business Combination, Legacy CFI will file a full year consolidated income tax return in the year the Business Combination closes, with Iron Horse joining in the return the day after the Closing Date. F- 17 The number of shares of common stock issued immediately following the consummation of the Business Combination were: Common stock, outstanding prior to Business Combination 8,867,000 Less: redemption of Iron Horse shares of common stock (6,701,349 ) Iron Horse shares of common stock 2,165,651 Shares issued to holders of Iron Horse rights 1,379,983 Legacy CFI shares 47,689,349 Shares issued in connection with consulting agreements (see Note 10) 1,000,000 Total shares of common stock after Business Combination and as of December 31, 2025 52,234,983 Lock-Up Arrangements: Certain former stockholders of Legacy CFI and Iron Horse have agreed to lock-up restrictions regarding the future transfer shares of common stock. Such shares may not be transferred or otherwise disposed of for a period of six months through March 2026, subject to certain exceptions. Transaction Costs: Transaction costs incurred in connection with the Business Combination totaled approximately $5,907,000, including compensation owed to the Sponsor in the amount of $2,000,000 as provided in the Amended BCA, which were charged to additional paid-in capital during the year ended December 31, 2025. As December 31, 2025, approximately $3,476,000 of transaction costs were not paid and included on the accompanying consolidated balance sheets as part of accounts payable, accrued expenses and other current liabilities, notes payable and notes payable, related parties. Note 4 – Significant Balance Sheet Components Prepaid and other current assets is summarized as follows as of December 31: 2025 2024 Advisory services through share issuance (see Note 10) $ 2,045,000 $ - Prepayments to suppliers and vendors 455,743 1,313,695 Prepaid insurance 323,010 - Other current assets 96,564 19,615 Total prepaid expenses and other current assets $ 2,921,317 $ 1,333,310 Accrued expenses and other current liabilities is summarized as follows as of December 31: 2025 2024 Accrued transaction costs due to Sponsor (see Note 3) $ 1,000,000 $ - Accrued vendor and supplier invoices 548,945 227,726 Other taxes payable 330,945 558,022 Other 11,584 - Total accrued expenses and other current liabilities $ 1,891,474 $ 785,748 Note 5 – Property and equipment, net Property and equipment, net is summarized as follows as of December 31: 2025 2024 Building $ 4,332,228 $ 4,153,193 Equipment 278,460 1,784 Leasehold improvements 414,708 - Total property and equipment, gross 5,025,396 4,154,977 Less: Accumulated depreciation (417,009 ) (115,125 ) Total property and equipment, net $ 4,608,387 $ 4,039,852 F- 18 Depreciation expense for the years ended December 31, 2025 and 2024 was $325,548 and $116,877, respectively and is included as a component of general and administrative expenses on the accompanying consolidated statements of income and comprehensive income. During the year ended December 31, 2025, we disposed of property and equipment for no proceeds, recognizing a loss on disposal of property and equipment of $1,621 as a component of general and administrative expenses on the accompanying consolidated statements of income and comprehensive income. There were no disposals of property and equipment during the year ended December 31, 2024. Note 6 – Land Use Right, net Land use right, net is summarized as follows as of December 31: 2025 2024 Land use right $ 2,838,603 $ 2,721,294 Less: Accumulated amortization (213,487 ) (75,403 ) Total land use right, net $ 2,625,116 $ 2,645,891 Amortization expense of the land use right for the years ended December 31, 2025 and 2024 was $131,442 and $76,550, respectively and is included as a component of general and administrative expenses on the accompanying consolidated statements of income and comprehensive income. Note 7 – Intangible Asset, net Intangible asset, net is summarized as follows as of December 31,: 2025 2024 Trademark $ 91,164 $ 50,443 Less: Accumulated amortization (7,436 ) (1,157 ) Total intangible asset, net $ 83,728 $ 49,286 Amortization expense of the intangible asset for the years ended December 31, 2025 and 2024 was $11,172 and $1,175, respectively and is included as a component of general and administrative expenses on the accompanying consolidated statements of income and comprehensive income. Note 8 – Notes Payable September 2025 Note Payable In connection with the Business Combination, the Company modified the payment terms of the deferred underwriting commission stated in the underwriting agreement entered into between Iron Horse and the underwriter on December 27, 2023 to replace a cash payment of $2,518,500 on the Closing Date with (i) a cash payment of $500,000 on the Closing Date and (ii) a non-interest bearing promissory note for a principal sum of $2,018,500 that matures on November 17, 2025 (the “September 2025 Note Payable”). The September 2025 Note Payable can be prepaid at anytime without penalty. Upon the occurrence of an event of default (as defined in the agreement), the September 2025 Note Payable will accrue an interest rate of 15.0% per annum until such time the event of default is cured. If the Company fails to repay the September 2025 Note Payable by the maturity date, the note holder will have the right to convert the unpaid principal into shares of the Company’s common stock, provided that in no case can the lender’s beneficial ownership of the Company’s outstanding shares exceed 4.99%. The conversion formula was not defined in the agreement, however the Company was required to reserve 5,000,000 shares of its common stock to satisfy the unpaid balance. The September 2025 Note Payable will remain outstanding until such time the holder has sold the shares issued and received net proceeds that equal or exceed the amount due, including default interest. If the net proceeds of shares sold are less than the balance owed, the Company will be required to make a cash payment for the shortfall balance owed under the September 2025 Note Payable. If the net proceeds from the sale of the shares exceed the balance due, including default interest, then the remaining unsold shares shall be cancelled and any excess proceeds over the amount due shall be reimbursed to the Company. F- 19 As of December 31, 2025, $2,018,500 was outstanding on the September 2025 Note Payable. As of the issuance date of these consolidated financial statements, the Company is in default of its payment obligations under the September 2025 Note Payable and is in discussions with the underwriter to extend the maturity date. Assumed Note Payable In connection with the Business Combination, the Company assumed a non-interest bearing promissory note entered into by Iron Horse on September 29, 2025 with a non-related lender Yanjun Jiao for the principal sum of $1,000,000 that matures on October 13, 2025 (the “Assumed Note Payable”) for the purpose of funding the payment of certain transaction costs on the Closing Date. The Assumed Note Payable can be prepaid at anytime without penalty. Upon the occurrence of an event of default (as defined in the Assumed Note Payable), the Assumed Note Payable will accrue an interest rate of 15.0% per annum until such time the event of default is cured. If the Company fails to repay the Assumed Note Payable by the maturity date, the lender will have the right to convert the unpaid principal into shares of the Company’s common stock, provided that in no case can the lender’s beneficial ownership of the Company’s outstanding shares exceed 4.99%. Upon default, the lender may elect to convert the unpaid principal into 650,000 shares of the Company's common stock. As of December 31, 2025, $1,000,000 was outstanding on the Assumed Note Payable. As of the issuance date of these consolidated financial statements, the Company is in default of its payment obligations under the Assumed Note Payable and is in discussions with the lender to extend the maturity date. As of December 31, 2025, the Company had incurred a de minimis amount of default interest on its notes payable (see also Note 9). The amount is not material to the financial statements taken as a whole and has not been accrued. Note 9 – Notes Payable, Related Party In connection with the Business Combination, the Company aggregated the outstanding principal balances of various loans with its Sponsor and the deferred portion of the business combination consideration payment of $900,000 (see Note 3) into a single promissory note with the Sponsor with a principal sum of $1,421,343 that matures on November 15, 2025 (the “Sponsor Note Payable”). The Sponsor Note Payable can be prepaid at anytime without penalty. Upon the occurrence of an event of default (as defined in the agreement), the Sponsor Note Payable will accrue an interest rate of 15.0% per annum until such time the event of default is cured. If the Company fails to repay the Sponsor Note Payable by the maturity date, the Sponsor will have the right to convert the unpaid principal into shares of the Company’s common stock, provided that in no case can the lender’s beneficial ownership of the Company’s outstanding shares exceed 4.99%. The conversion formula was not defined in the agreement, however the Company was required to reserve an unlimited number shares of its common stock to satisfy the unpaid balance. The Sponsor Note Payable will remain outstanding until such time the Sponsor has sold the shares issued and received net proceeds that equal or exceed the amount due, including default interest. If the net proceeds of shares sold are less than the balance owed, the Company will be required to make a cash payment for the shortfall balance owed under the Sponsor Note Payable. In connection with the Business Combination, the Company assumed the remaining balance of a non-interest bearing promissory note with the Sponsor totaling $47,347, which was due on demand (the “Assumed Sponsor Note Payable”). As of December 31, 2025, $454,690 was outstanding under the Sponsor Note Payable and the Assumed Sponsor Note Payable. As of the issuance date of these consolidated financial statements, the Company is in default of its payment obligations under the Sponsor Note Payable and is in discussions with the Sponsor to extend the maturity date. As of December 31, 2025, in Note 8 and Note 9, the expected default interest on notes payable is de minimis, the amount is not material to the financial statements taken as a whole and has not been accrued. F- 20 Note 10 – Stockholders’ Equity As discussed in Note 1 and Note 3, on September 30, 2025, the company consummated the Business Combination, which has been accounted for as a reverse recapitalization. Pursuant to the Certificate of Incorporation as amended on September 30, 2025 and as a result of the reverse recapitalization, the Company has retrospectively adjusted the Legacy CFI ordinary shares issued and outstanding prior to September 30, 2025 to give effect to the shares of common stock of the combined entity into which the Legacy CFI’s ordinary share was converted. Preferred Stock: The Company is authorized to issue 40,000,000 shares of preferred stock with a par value of $0.0001 per share. The Company’s board of directors is authorized to issue shares of preferred stock in one or more series, fix the number of shares of such series, determine such voting rights and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences. As of December 31, 2025 and 2024, there were no shares of preferred stock issued and outstanding. Common Stock: The Company is authorized to issue 160,000,000 shares of common stock with a par value of $0.0001 per share, of which 52,234,983 and 47,689,349 shares were issued and outstanding as of December 31, 2025 and 2024, respectively. Each common stockholder is entitled to one vote for each share held. Non-monetary Contribution: On May 30, 2024, the Company increased additional-paid in capital by the fair value of a non-monetary contribution of a building and a land use right from the stockholder of Rosy Sea (see Note 12). Shares issued for services: On September 30, 2025, the Company issued 1,000,000 shares of restricted common stock to officers of Iron Horse for management advisory services to be rendered with a fair value of $4,090,000 (see Note 3). These shares of common stock were valued based on the market value of the Company’s common stock price at the issuance date or the date the Company entered into the agreement related to the issuance. During the year ended December 31, 2025, the Company amortized $2,045,000 of the value of the shares as the services were rendered and $2,045,000 of the remaining fair value of the shares was included as a component of prepayments and other current assets on the accompanying consolidated balance sheets (see Note 4). Note 11 – Warrants Public Warrants: On December 29, 2023, Iron Horse completed an initial public offering that included warrants for shares of common stock (the “Public Warrants”). Each Public Warrant entitles the holder to the right to purchase one share of common stock at an exercise price of $11.50 per share. No fractional shares will be issued upon exercise of the Public Warrants. The Company may elect to redeem the Public Warrants, in whole and not in part, at a price of $0.01 per Public Warrant if (i) 30 days prior written notice of redemption is provided to the holders, and (ii) the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ended on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. On the Closing Date, there were 6,900,000 Public Warrants outstanding. Private Warrants: Simultaneous with Iron Horse’s initial public offering in December 2023, Iron Horse’s sponsor purchased warrants at a purchase price of $1.00 per warrant in a private placement (the “Private Warrants”). The Private Warrants have terms and provisions identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period, except that the Private Warrants and the common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until 30 days after the completion of the Business Combination, subject to limited exceptions. On the Closing Date, there were 2,457,000 Private Warrants outstanding. All warrants were determined to have equity classification at issuance, and as such, were recorded to additional paid-in capital at the time of issuance. In no event will the Company be required to net cash settle any warrant. F- 21 The following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at December 31, 2025: Warrants Outstanding Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Public Warrants $ 11.50 6,900,000 4.75 $ 11.50 Private Warrants 11.50 2,457,000 4.75 11.50 $ 11.50 9,357,000 4.75 $ 11.50 A summary of warrant activity for the periods presented is as follows: Warrants Weighted-Average Exercise Price Outstanding at December 31, 2024 - $ - Assumed in Business Combination (see Note 3) 9,357,000 11.50 Outstanding at December 31, 2025 9,357,000 $ 11.50 Note 12 – Related Party Transactions On May 30, 2024, the stockholder of Rosy Sea contributed to the Company (i) a building with a gross floor area of 4,032.36 square meters and (ii) a land use right for 18,000 square meters that expire in September 2056, both of which are located in Deliger Industrial Park, Duerbot Mongolian Autonomous County, Daqing City, Heilongjiang Province. The building and land use right (collectively, the “Contributed Assets”) were recorded on the contribution date at fair value of RMB 30,310,000 ($4,189,937 at May 30, 2024 and $4,332,228 at December 31, 2025, respectively) and RMB 19,860,000 ($2,745,369 at May 30, 2024 and $2,838,603 at December 31, 2025, respectively), respectively. Determining the fair values of the Contributed Assets requires judgments and the use of significant estimates and assumptions. The Company engaged an independent third-party appraisal firm to assist in the fair value determination of the Contributed Assets on the contribution date. The Contributed Assets were valued using a cost method valuation approach which utilizes assumptions about future economic factors, replacement costs, and depreciation rates relevant to the unique characteristics of the Contributed Assets. At Closing, compensation of $2,000,000, as provided in the Amended BCA (see Note 3), was accounted for as transaction costs charged to additional paid-in capital (see Note 3) and was payable to the Sponsor, a shareholder of the Company. The Company included $1,000,000 in accrued expenses and other current liabilities, included $900,000 as part of a promissory note that was entered into with the Sponsor (see Note 9), and paid $100,000 at Closing. During the year ended December 31, 2025, the Company made repayments totaling $1,014,000 on the promissory note with the Sponsor. As of December 31, 2025, $1,000,000 of unpaid compensation owed to the Sponsor was included as a component of accrued expenses and other current liabilities (see Note 4) and $454,690 remains outstanding under the promissory notes with the Sponsor (see Note 9). Note 13 – Commitments and Contingencies Indemnification Agreements: The Company enters into contractual relationships that contain indemnification provisions in its normal course of business with other parties. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from a breach of representation, covenant, or third-party infringement claims. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. Historically, there have been no such indemnification claims. Management believes any liability arising from these agreements will not be material to the Company’s consolidated financial statements. F- 22 Legal Matters: The Company is periodically involved in legal proceedings, legal actions, and claims arising in the normal course of business, including proceedings relating to intellectual property, safety and health, employment and other matters. Management believes that the outcome of such legal proceedings, legal actions, and claims will not have a significant adverse effect, individually, or in the aggregate, on the Company’s financial position, results of operations or cash flows. Nasdaq Notices: Following its listing on Nasdaq on October 1, 2025, the Company was notified by Nasdaq that it had received a notification from personnel at the China Securities Regulatory Commission (the “CSRC”) informing Nasdaq that the CSRC had not yet completed its process of review of the Company’s U.S. listing. As a result, Nasdaq has halted trading of the Company’s common stock and warrants while it seeks clarification of these matters from the Company.The Company has provided Nasdaq with additional documentation and is awaiting further information at this time. Geographical Data: Primarily all of the Company’s revenue is generated in the PRC and all of the Company’s assets are located in the PRC. Industrial Park Project: On August 5, 2024, Legacy CFI entered into an agreement with a construction developer to develop an industrial park project (the “Project”) in the Mulan Economic Development Zone, committing to make aggregate estimated disbursements totaling RMB 1,000,000,000 ($139,097,535 at December 31, 2025) between 2025 and 2029. The Project covers 130,000 square meters with a planned gross floor area of 168,497.45 square meters, incorporating warehouses, production plants, and office buildings. On October 25, 2024, Legacy CFI, Rosy Sea’s stockholder, and the construction developer signed a Tripartite Agreement, under which Legacy CFI transferred all responsibilities and capital commitments of the Project to Rosy Sea’s stockholder for no consideration. As a result, Legacy CFI ceased to be a party to the Project. The Company evaluated this transaction under ASC 470-50, Debt — Modifications and Extinguishments, as the execution of the Tripartite Agreement resulted in the modification and ultimate extinguishment of Legacy CFI’s obligations related to the Project. Since no liability had been previously accrued for the Project’s disbursement commitments, no gain or loss was recognized upon the transfer. Although the transfer was made for no consideration, Rosy Sea’s stockholder has significant capital contributions in the Company, including additional paid-in capital received for prior building and capital contributions. The Company considered these factors in its assessment and determined that the transaction was appropriate in the context of the overall restructuring efforts related to the Business Combination (see Note 3). Management believes this was a one-time transaction and does not expect similar transfers in the future. Short-term operating leases: In June 2024, the Company entered a seven-month lease for office space of approximately 150 square meters in Zhuhai, China, expiring December 31, 2024, with monthly payments of RMB 17,116 ($2,446 at December 31, 2025). In December 2024, the Company renewed the lease for office space for a term of six-months with monthly payments of RMB 13,616 ($1,946 at December 31, 2025). For the years ended December 31, 2025 and 2024, operating lease expense of RMB 68,081 ($9,470 at December 31, 2025) and RMB 119,812 ($16,667 at December 31, 2024), respectively, was included as a component of general and administrative expenses on the accompanying consolidated statements of income and comprehensive income. Long-term operating lease: In January 2025, the Company entered a thirty-four month lease for office space of approximately 2,247.34 square meters in Zhuhai, China, expiring December 31, 2027, with monthly payments of RMB 144,325 ($20,628 at December 31, 2025) commencing August 1, 2025. During September 2025, the lease agreement was modified to defer the payment commencement date to November 1, 2025, resulting in a derecognition of $59,162 from the right-of-use asset and operating lease obligations. For the year ended December 31, 2025 operating lease expense of RMB 1,045,101 ($145,371 at December 31, 2025) was included as a component of general and administrative expenses on the accompanying consolidated statements of income and comprehensive income. The weighted-average discount rate used in the lease measurement was 3.1% at inception and remaining lease-term as December 31, 2025 was 2.0 years. F- 23 The following tables provides a summary of lease liability maturities as of December 31, 2025: Amount For the year ending December 31, 2026 247,541 2027 247,541 Total undiscounted payments 495,082 Less: Imputed interest (15,423 ) Total operating lease liability 479,659 Less: Operating lease liability, current portion (236,169 ) Operating lease liability, non-current portion $ 243,490 Note 14 – Income Taxes The components of net income (loss) were attributable to the following regions: For the years ended December 31, 2025 2024 PRC $ 10,498,139 $ 3,996,003 United States (2,085,620 ) - Total net income (loss) $ 8,412,519 $ 3,996,003 The provision for income taxes consists of the following: For the years ended December 31, 2025 2024 Current Foreign $ 3,907,611 $ 1,613,034 Federal - - Total current provision (benefit) for income taxes 3,907,611 1,613,034 Deferred Foreign - - Federal (185,734 ) - Total deferred provision (benefit) for income taxes (185,734 ) - Change in valuation allowance 185,734 - Total provision for income taxes $ 3,907,611 $ 1,613,034 The reconciliation of the statutory income tax rate and the Company’s effective income tax rate were as follows: For the years ended December 31, 2025 2024 PRC statutory income tax rate 25.0 % 25.0 % Federal statutory income tax rate different rate (2.9 )% 0.0 % Permanent differences 5.6 % 0.0 % Other 2.5 % 3.8 % Changes in valuation allowance 1.5 % 0.0 % Effective income tax rate 31.7 % 28.8 % F- 24 The components of the Company’s net deferred tax assets (liabilities) were as follows as of December 31: 2025 2024 Deferred tax assets Net operating loss carry-forwards $ 117,809 $ - Startup expenses 349,261 Other 18,173 - Total deferred tax assets, gross 485,243 - Valuation allowance (467,070 ) - Total deferred tax asset $ 18,173 $ - The Company provided a valuation allowance equal to the Company’s U.S. deferred income tax assets for the year ended December 31, 2025 because it is not presently known whether future taxable income will be sufficient to utilized the loss carry-forwards. The valuation allowance could be reduced or eliminated based on future earnings and future estimates of taxable income. At each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. On the basis of this evaluation, only the portion of the deferred tax asset that is more likely than not to be realized will be recognized. However, if the Company will not able to generate sufficient taxable income from its operations in the future, then a valuation allowance to reduce the Company’s U.S. deferred tax assets may be required, which would increase the Company’s expenses in the period the allowance is recognized. Income tax provisions are generally based on an annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items related specifically to annual periods. The income tax impact of discrete items is recognized in the period these occur. Note 15 – Segment Information The Company reports its results of operations in two operating segments: (i) wholesale distribution segment and (ii) live-stream sales segment. The Company separately reports the results of its corporate division, which primarily consists of expenses associated with corporate functions and projects, certain employee benefits, rent, utilities, depreciation of property, amortization of land use right and intangible asset, interest income, and inter-segment eliminations. This presentation is consistent with the manner in which the CODM reviews the business to assess performance and allocate resources. The CODM uses operating income to allocate resources for each segment on an ongoing basis and to assess the performance for each segment. F- 25 The following tables include additional information about reported segment revenue, significant segment expenses and segment measure of profitability: For the Year Ended December 31, 2025 Wholesale distribution Live-stream sales Corporate Total Revenue: Sale of inventories to distributors $ 24,091,146 $ - $ - $ 24,091,146 Sale of digital coupons to customers - 3,668,704 - 3,668,704 Total revenue, net 24,091,146 3,843,235 - 27,759,850 Costs of revenues 7,400,148 1,943,304 - 9,343,452 Gross profit 16,690,998 1,899,931 - 18,416,398 Operating expenses: Sales staff costs 208,519 690,989 70,467 969,975 Administrative staff costs 28,129 526,437 321,501 876,067 Outbound transportation expenses 137,409 126,397 - 263,806 Advertising 664,415 167,914 - 832,329 Depreciation and amortization 20,885 173,217 312,073 506,175 Consulting 43,361 55,659 2,045,540 2,144,560 Rental 1,196 18,565 - 19,761 Research and development costs 133,260 - - 133,260 Other expenses 166,284 175,778 549,964 892,026 Total operating expenses 1,403,458 1,934,956 3,299,545 6,637,959 Operating income (loss) 15,287,540 (209,556 ) (3,299,545 ) 11,778,439 Total other income (expense), net - - 541,691 541,691 Provision for income tax - - (3,907,611 ) (3,907,611 ) Net income $ 15,287,540 $ (209,556 ) $ (6,665,465 ) $ 8,412,519 For the Year Ended December 31, 2024 Wholesale distribution Live-stream sales Corporate Total Revenue: Sale of inventories to distributors $ 10,595,703 $ - $ - $ 10,595,703 Distributor training revenue 64,751 - - 64,751 Sale of digital coupons to customers - services - 686,453 - 686,453 Total revenue, net 10,660,454 686,453 - 11,346,907 Costs of revenues 3,803,068 - - 3,803,068 Gross profit 6,857,386 686,453 - 7,543,839 Operating expenses: Sales staff costs 200,818 102,934 303,752 Administrative staff costs 88,853 170,121 293,154 552,128 Outbound transportation expenses 45,903 - - 45,903 Advertising 156,345 33,537 1,669 191,551 Depreciation and amortization 1,085 56 193,461 194,602 Consulting 477,097 7,497 60,123 544,717 Rental - 16,667 - 16,667 Research and development costs 6,971 - - 6,971 Other expenses 105,185 27,778 12,684 145,647 Total operating expenses 1,082,257 358,590 561,091 2,001,938 Operating income (loss) 5,775,129 327,863 (561,091 ) 5,541,901 Total other income (expense), net - - 67,136 67,136 Provision for income tax - - (1,613,034 ) (1,613,034 ) Net income $ 5,775,129 $ 327,863 $ (2,106,989 ) $ 3,996,003 F- 26 Note 16 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. As of the date of issuance, the Nasdaq trading halt described in Note 13 remains in effect and the promissory notes described in Notes 8 and 9 remain in default. Other than as described within these consolidated financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. F- 27 (b) Exhibit Index Exhibit Incorporated by Reference Number Description Form Exhibit Filing Date 2.1* Business Combination Agreement dated as of September 27, 2024, by and between Iron Horse Acquisitions Corp. and Rosy Sea Holdings Limited 8-K 2.1 10/2/24 2.2 Amended and Restated Business Combination Agreement dated as of December 18, 2024, by and among Iron Horse Acquisitions Corp., Rosy Sea Holdings Limited and Zhong Guo Liang Tou Group Limited (included as Annex A to this proxy statement/prospectus) S-4 2.2 12/19/24 2.3 Amendment No. 1 to the Amended and Restated Business Combination Agreement dated December 18, 2024 by and among Iron Horse, Seller and CFI. 8-K 2.1 9/3/25 2.4 Amendment No. 2 to the Amended and Restated Business Combination Agreement dated December 18, 2024 by and among Iron Horse, Seller and CFI 8-K 2.1 9/15/25 3.1 Second Amended and Restated Certificate of Incorporation of CN Healthy Food Tech Group Corp. 8-K 3.1 10/6/25 3.2 Amended and Restated Bylaws of CN Healthy Food Tech Group Corp. 8-K 3.2 10/6/25 4.1 Specimen Common Stock Certificate. S-1 4.2 12/22/23 4.2 Specimen Warrant Certificate. S-1/A 4.3 12/22/23 4.3 Warrant Agreement, dated as of December 10, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. 8-K 4.1 1/2/24 10.1 Satisfaction and Discharge of Indebtedness Agreement, dated as of September 30, 2025, by and among Iron Horse, DBC and the Company. 8-K 10.1 10/6/25 10.2 Promissory Note, dated as of September 30, 2025, issued to DBC. 8-K 10.2 10/6/25 10.3 Promissory Note, dated as of September 30, 2025, issued to the Sponsor 8-K 10.3 10/6/25 10.4 Amended and Restated Registration Rights Agreement, dated as of September 30, 2025, by and among the Company and certain investors 8-K 10.4 10/6/25 49 Exhibit Incorporated by Reference Number Description Form Exhibit Filing Date 10.5 Lock-up Agreement, dated as of September 30, 2025, by and between Iron Horse and Rosy Sea Holdings Limited. 8-K 10.5 10/6/25 10.6 Letter Agreement, dated April 2, 2025, by and between the Sponsor and Zhenjun Jiang 8-K 10.6 10/6/25 10.7 Sponsor Support Agreement, dated March 6, 2025, by and among Iron Horse, Sponsor, Rosy Sea Holdings Limited and Zhong Guo Liang Tou Group Limited S-4 10.8 5/6/25 10.8 Company Support Agreement, dated February 27, 2025, by and among Iron Horse Acquisitions Corp., Rosy Sea Holdings Limited and Zhong Guo Liang Tou Group Limited S-4 10.9 5/6/25 10.9 Form of Consulting Agreement. S-4 10.15 1/28/25 10.10 Form of Indemnification Agreement. 8-K 10.10 10/6/25 10.11 Promissory Note, dated September 29, 2025, issued to Yanjun Jiao by Iron Horse Acquisitions Corp. 8-K 10.11 10/6/25 14.1 Code of Business Ethics and Conduct of CN Healthy Food Tech Group Corp. 8-K 14.1 10/6/25 21.1 Subsidiaries of the Company. 8-K 21.1 10/6/25 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 50 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CN HEALTHY FOOD TECH GROUP CORP. March 31, 2026 By: /s/ Zhenjun Jiang Name: Zhenjun Jiang Title: Chief Executive Officer Each person whose signature appears below constitutes and appoints each of Zhenjun Jiang and Weihong Zhu, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title /s/ Zhenjun Jiang Chairman and Chief Executive Officer Zhenjun Jiang Date: March 31, 2026 /s/ Lili Zhang Director Lili Zhang Date: March 31, 2026 /s/ Pan Hu Director and Chief Operating Officer Pan Hu Date: March 31, 2026 /s/ John L. Suprock Director John L. Suprock Date: March 31, 2026 /s/ Lydia Bergamasco Director Lydia Bergamasco Date: March 31, 2026 /s/ Donghai Li Director Donghai Li Date: March 31, 2026 /s/ Jinyu Huang Director Jinyu Huang Date: March 31, 2026 /s/ Weihong Zhu Chief Financial Officer Weihong Zhu Date: March 31, 2026 51