{"url_path":"/sec/ucfiw/10-k/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1901203/0001213900-26-068310-index.html","accession_number":"0001213900-26-068310","cik":"0001901203","ticker":"UCFI","issuer_name":"CN Healthy Food Tech Group Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1901203/0001213900-26-068310-index.html","primary_entity_key":"0001901203","primary_entity_name":"CN Healthy Food Tech Group Corp."},"word_count":948,"has_tables":true,"body_markdown":"**UNITED\nSTATES**\n\n**SECURITIES\nAND EXCHANGE COMMISSION**\n\n**WASHINGTON,\nD.C. 20549**\n\n \n\n**Amendment\nNo. 1 to**\n\n**FORM\n10-K/A**\n\n \n\n☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n \n\nFor the fiscal year ended December 31, 2025\n\n \n\n☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n \n\nCommission\nFile Number 001-40272\n\n \n\n**CN\nHEALTHY FOOD TECH GROUP CORP.**\n\n(Exact\nname of registrant as specified in its charter)\n\n \n\nDelaware   85-4105289\n\n(State or other jurisdiction of\n\nincorporation or organization)\n \n(I.R.S. Employer\n\nIdentification No.)\n\n \n\n1901-1930, T3 Office Building, Hengqin Huafa Commercial City\n\nNo.128 Rong’ao Road, Hengqin Guangdong-Macao\nIn-depth Cooperation Zone,\nZhuhai City, Guangdong Province, China   519000\n\n(Address of principal executive offices)   (Zip Code)\n\n \n\nRegistrant’s telephone number, including\narea code: (86) 0756-8300080\n\n \n\nSecurities registered pursuant to Section 12(b) of the Act:    \n\n \n\nTitle of each class   Name of each exchange on which registered\n\nCommon stock, par value $0.0001 per share   Nasdaq Capital Markets\n\nWarrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share   Nasdaq Capital Markets\n\n \n\nSecurities registered pursuant to Section 12(g)\nof the Act: None\n\n \n\nIndicate by check mark if the registrant is a\nwell-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐\nNo ☒\n\n \n\nIndicate by check mark if the registrant is not\nrequired to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐\nNo ☒\n\n \n\nIndicate by check mark whether the registrant\n(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months\n(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements\nfor the past 90 days. Yes ☒ No ☐\n\n \n\nIndicate by check mark whether the registrant\nhas submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted\npursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that\nthe registrant was required to submit and post such files). Yes ☒\nNo ☐\n\n \n\nIndicate by check mark if disclosure of delinquent\nfilers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge,\nin definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.\n☒\n\n \n\nIndicate by check mark whether the registrant\nis a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.\nSee the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”\nand “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):\n\n \n\nLarge accelerated filer ☐   Accelerated filer ☐   Non-accelerated filer ☒\n\n \n\nSmaller reporting company ☒   Emerging growth company ☒\n\n \n\nIf an emerging growth company, indicate by check\nmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting\nstandards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\n \n\nIndicate by check mark whether the registrant\nhas filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial\nreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared its\naudit report. ☐\n\n \n\nIf securities are registered pursuant to Section\n12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction\nof an error to previously issued financial statements. ☐\n\n \n\nIndicate by check mark whether any of those error\ncorrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s\nexecutive officers during the relevant recovery period pursuant to Section 240.10D-1(b). ☐\n\n \n\nIndicate by check mark whether the registrant\nis a shell company (as defined in Rule 12b-2 of the Act). Yes ☐\nNo ☒\n\n \n\nOur Common Stock and Public Warrants are listed\non the Nasdaq Stock Market LLC (the “Nasdaq”) under the symbols “UCFI” and “UCFIW,” respectively.\nOn October 1, 2025, the day on which the Trading Halt occurred, the intraday trading price of our Common Stock was $5.51 and the intraday\ntrading price of our Warrants was $0.09.\n\n \n\nAs of May 13, 2026, a total of 52,234,983 shares\nof common stock, par value $0.0001 per share were outstanding.\n\n \n\n \n\n \n\n \n\n \n\n**EXPLANATORY NOTE**\n\n \n\nThis Amendment No. 1 on Form 10-K/A (this “Amendment”)\nis being filed by CN Healthy Food Tech Group Corp. (the “Company”) to amend its Annual Report on Form 10-K for the fiscal\nyear ended December 31, 2025, originally filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026 (the\n“Original Filing”).\n\n \n\nThis Amendment is being filed solely to include\nthe Company’s Executive Compensation Recovery (Clawback) Policy, adopted in accordance with SEC Rule 10D-1 and NASDAQ Listing Rule\n5608, which was inadvertently omitted from the Original Filing. The policy is filed as Exhibit 97 to this Amendment.\n\n \n\nThis Amendment speaks as of the filing date of\nthe Original Filing. No other information included in the Original Filing has been modified or updated in any way. The Original Filing\ncontinues to speak as of the date of the filing, and the Company has not updated the disclosures contained therein to reflect any events\nthat occurred after the filing other than as expressly indicated in this Amendment. Accordingly, this Amendment should be read in conjunction\nwith the Original Filing and the Company’s other SEC filings.\n\n \n\n1\n\n \n\n**PART IV**"}