Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Summary

Nasdaq Hearings Panel Determines That Company Is in Compliance With Nasdaq Listing Rules and Approves Continued Listing, Subject to Conditions, Including a One-Year Discretionary Panel Monitor

On October 7, 2026, the Nasdaq Hearings Panel (the "Panel") of The Nasdaq Stock Market LLC ("Nasdaq") issued a decision (the "Panel Decision") finding CN Healthy Food Tech Group Corp. (the "Company") in compliance with the Nasdaq Listing Rules and granting the Company's request to remain listed on Nasdaq, subject to the conditions described below, including a one-year Discretionary Panel Monitor. Although the Panel granted the Company's request to remain listed, the Panel also found that the Company failed to provide Nasdaq, and the investing public, with accurate information as to the status of its application with the China Securities Regulatory Commission (the "CSRC") in connection with the Company's listing on Nasdaq. The Panel noted, however, that the omission did not relate to the Company's finances or business operations, which the Panel described as matters more fundamental to an investor's assessment of a company's investment prospects and the integrity of senior management.

This Current Report on Form 8-K is being filed to satisfy the public disclosure condition imposed by the Panel, which requires such disclosure on or before October 14, 2026.

Background

As previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on July 21, 2026, the Company received a letter from the Listing Qualifications Staff of Nasdaq (the "Staff") notifying the Company of the Staff's determination to delist the Company's common stock, par value $0.0001 per share (the "Common Stock"), and warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share (together with the Common Stock, the "Listed Securities"), based on Nasdaq's discretionary authority under Nasdaq Listing Rule 5101 and IM-5101-1 and the Company's alleged violation of Nasdaq Listing Rules 5205(e) and 5250(a)(1). The Staff's determination related to the Company's Current Report on Form 8-K filed with the SEC on September 30, 2025, which the Staff claimed did not disclose that the Company's filing with the CSRC remained under review at the time of the Company's listing on Nasdaq. The Company timely requested a hearing before the Panel, which was held on August 27, 2026.

Panel Decision

In the Panel Decision, the Panel found that the Company's failure to disclose the status of its CSRC application constituted a material omission to both Nasdaq and the public, and that the Company's reliance on the advice of counsel did not absolve it of its obligation to make accurate disclosures. The Panel noted, however, that the omission did not relate to the Company's finances or business operations, and, in light of the CSRC's closure of its investigation, the remedial measures adopted by the Company and the harm that delisting would cause to current shareholders, the Panel determined, pursuant to Nasdaq Listing Rule 5815(c)(4), to permit the Company to remain listed, subject to the following conditions:

1. Public Disclosure; Remedial Measures. On or before October 14, 2026, the Company must publicly disclose the Panel's finding described above, the remedial measures described to the Panel, the Company's commitment to maintain those measures and the Discretionary Panel Monitor. The Company is satisfying this condition by the filing of this Current Report on Form 8-K. The remedial measures described to the Panel, each of which the Company has implemented, are:

(a) terminating the Company's prior counsel in the People's Republic of China (the "PRC") and engaging a new and more prestigious PRC law firm, under a three-year engagement to serve as the Company's compliance advisor, including monitoring the Company's CSRC reporting and filing obligations;