10-K
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ea0284238-10k_cnhealthy.htm
ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________
to ____________
Commission file number 001-40272
CN Healthy Food Tech Group Corp.
(Exact name of registrant as specified in its charter)
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(86) 0756-8300080
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.0001 per share UCFI The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g)
of the Act: None
Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☐
If securities are registered pursuant
to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during
the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes ☐ No ☒
Our Common Stock and Public Warrants are listed on the Nasdaq Stock
Market LLC (the “Nasdaq”) under the symbols “UCFI” and “UCFIW,” respectively. On October 1, 2025,
the day on which the Trading Halt occurred, the intraday trading price of our Common Stock was $5.51 and the intraday trading price of
our Warrants was $0.09.
As of March 31, 2026, a total of 52,234,983 shares
of common stock, par value $0.0001 per share were outstanding.
TABLE OF CONTENTS
Page
PART I
Item 1. Business 1
Item 1A. Risk Factors 10
Item 1B. Unresolved Staff Comments 20
Item 1C. Cybersecurity 20
Item 2. Properties 21
Item 3. Legal Proceedings 21
Item 4. Mine Safety Disclosures 21
PART II
Item 6. [Reserved] 22
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 36
Item 8. Financial Statements and Supplementary Data 36
Item 9A. Controls and Procedures 36
Item 9B. Other Information 37
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 37
PART III
Item 10. Directors, Executive Officers and Corporate Governance 38
Item 11. Executive Compensation 43
Item 14. Principal Accountant Fees and Services 47
PART IV
Item 15. Exhibits and Financial Statement Schedules 48
Signatures 51
References in this Annual Report on Form 10-K
(this “Form 10-K” or “Annual Report”) to “we,” “us,” “our,” “CN Healthy
Food,” “UCFI,” the “Company” and similar terms all refer to CN Healthy Food Tech Group Corp. and its subsidiaries,
unless otherwise stated or the context otherwise requires.
A glossary of terms (the “Glossary”)
that should be used as a reference when reading this Annual Report can be found immediately prior to Item 1A.
Capitalized terms that are used in this Annual
Report are either defined when they are first used or in the Glossary.
i
FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY
This Form 10-K contains forward-looking
statements within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this
Annual Report on Form 10-K, including statements regarding our future results of operations or financial condition, business strategy
and plans and objectives of management for future operations, are forward-looking statements. Words such as “estimates,” “projected,”
“expects,” “estimated,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “would,” “future,” “propose,”
“target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions
(or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements
are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions
and other important factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include:
The forward-looking statements
contained in this Form 10-K are based on current expectations and beliefs concerning future developments and their potential effects on
us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, those factors described under the heading “Risk Factors” in this Form 10-K. Should one or
more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.
● the failure to realize the anticipated benefits of the Business Combination;
● costs related to the Business Combination;
ii
PART I
ITEM 1. BUSINESS
BUSINESS
Our Holding Company Structure
and China Business Operations
The figure below illustrates
our corporate structure, including our major subsidiaries and other subsidiaries as of the reporting date of this annual report.
CN Healthy Tech Group Corp.is
a holding company without substantive operations, with the Group’s core business being managed by its domestic wholly-owned subsidiaries
(together, the “Group”). These entities focus on developing, manufacturing, and marketing premium health foods driven by AI-powered
biotechnology and biotech innovation. By integrating modern biotechnology with traditional Chinese medicine principles, the Group addresses
the market’s growing demand for safe, high-quality nutritional products.
The group’s wholly-owned subsidiaries
within China are as follows:
1
On September 30, 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 Zhong Guo Liang Tou Group Limited,
a company incorporated and existing under the laws of the British Virgin Islands (“Legacy CFI”), and Rosy Sea, the owner of
100% of the issued and outstanding capital stock of Legacy CFI.
On September 30, 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 Zhong Guo Liang Tou Group Limited,
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.
On October 1, 2025, the newly
merged company was renamed CN Healthy Food Tech Group Corp. and began trading on the Nasdaq market on October 1, 2025, under the stock
codes “UCFI” and “UCFIW”. 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.
The main administrative office
of CFI Group is located at Rooms 1901-1930, T3 Office Building, Hengqin Huafa Commercial City, No.128 Rong ‘ao Road, Hengqin Guangdong-Macao
In-depth Cooperation Zone, Zhuhai City, Guangdong Province, People’s Republic of China. Contact number: (+86) 0756-8300080.
Our business operations in
China face various risks and uncertainties. Our business operations are primarily conducted in China and are subject to complex and evolving
Chinese laws and regulations. For example, we face risks related to regulatory approvals for overseas issuances, antitrust regulatory
actions, as well as cybersecurity and data privacy regulations, which may affect our ability to conduct specific businesses, accept foreign
investments, or list and issue securities on exchanges in the United States or other foreign jurisdictions. These risks may lead to significant
adverse changes in our operations and common stock value, severely limit or completely hinder our ability to continue issuing securities
to investors, or cause such securities to experience substantial declines in value or even become worthless. For a detailed description
of risks associated with conducting business in China, please refer to “Item 1A: Risk Factors.”
Overview
The Group is a leading enterprise
integrating R&D, production, and sales of high-end technological bio-health foods. It specializes in green ecological products derived
from bio-extraction of whole grains and cereals, with the corporate vision of “AI Technology, Bio-Innovation for a Healthy World.”
Our products advocate for green, healthy, international, and mass-market consumption concepts, earning widespread market popularity.
Through strategic deployment
of official online e-commerce platforms and social media channels, the Group implements targeted traffic diversion for distributors’ offline
physical stores, achieving synergistic sales across both online and offline channels. Concurrently, the Group regularly organizes large-scale
offline promotional conferences to continuously drive steady growth in product sales.
2
The group has established business
bases in Daqing City and Harbin Mulan in Heilongjiang Province, as well as Zhuhai City in Guangdong Province, forming a “north-south”
layout structure. It has achieved effective market coverage across China and is progressively expanding into overseas markets.
Building on its successful
progress in the capital market, the group is committed to achieving its strategic goal of becoming a global leader in high-end health
food innovation, leveraging comprehensive advantages across the entire AI technology and biotech innovation value chain, encompassing
research, production, and sales.
Our Products
The group specializes in premium
health foods derived from natural grains, providing safe and reliable nutritional support for health-conscious consumers. Below are several
flagship products with high sales performance:
Cordyceps Peptide Selenium
Powder: This product is formulated with high-quality Cordyceps as raw material and refined through bio-enzymatic hydrolysis technology,
featuring a scientifically balanced ratio of peptides and selenium elements. The product combines high absorption characteristics with
nutritional supplementation advantages, making it suitable for consumer groups that prioritize the efficiency of nutritional supplementation.
Baofei Granule Extract Plant
Beverage: This product is formulated with eight traditional Chinese medicinal ingredients—Angelica dahurica, Citrus aurantium,
Alpinia oxyphylla, Buddha’s Hand, Ganoderma lucidum, Astragalus membranaceus, Lonicera japonica, and Agastache rugosa—extracted
through micro-nano technology for Chinese herbal medicine. It serves as a primary product beneficial for pulmonary health management.
Yanxu Peptide Selenium Premium
Powder: This product is a small-molecule active peptide complex refined from bird’s nest through bio-enzymatic hydrolysis technology,
rich in key nutrients of bird’s nest such as sialic acid and supplemented with selenium. The product combines the advantages of small
molecule size for easy absorption and high bioavailability, facilitating efficient nutritional supplementation, gentle gastrointestinal
care, while providing nutritional support for skin health, daily sleep, and energy levels.
Ganoderma and Matsutake
Peptide Selenium Powder: This product is a small-molecule active peptide complex refined through bio-enzymatic technology, with Ganoderma
lucidum and Matsutake as core ingredients with medicinal and edible properties, supplemented with selenium. It combines the nutritional
advantages of raw materials, the high absorption characteristics of small molecules, and the synergistic effects of selenium, thereby
enhancing nutrient utilization efficiency and supporting metabolic balance in the body. It is suitable for daily nutritional supplementation
scenarios.
Panax Ginseng Peptide Selenium
Concentrate Powder: This product is a small-molecule active peptide complex refined from ginseng powder and American ginseng powder
through directed bio-enzymatic hydrolysis technology. It is enriched with active ingredients such as ginsenosides and polysaccharides,
with scientifically formulated selenium content. Utilizing bio-enzymatic hydrolysis technology, the small-molecule structure enhances
bioavailability and reduces gastrointestinal metabolic burden. Ginsenosides, as the core active component, have been scientifically proven
to alleviate physical fatigue and assist in improving symptoms of physical weakness and fatigue. This product is suitable for consumer
groups with high blood pressure, susceptibility to fatigue, and those requiring daily nutritional supplementation.
Collagen Peptide Prebiotic
Beverage: This product is a plant-based oral beverage formulated with ingredients such as black truffle and ginseng, supplemented
with collagen peptides and prebiotic components. It is positioned in the field of intestinal health maintenance and nutritional supplementation,
suitable for consumer groups who prioritize daily nutritional management.
Plant Essential Oils:
This product is a sprayable skin essential oil that integrates ancient Traditional Chinese Medicine formulas with modern technology. It
is formulated using over 28 natural herbal ingredients including ginseng, salvia miltiorrhiza, and gastrodia elata, refined through advanced
extraction processes. All ingredients in the formulation are selected from the “List of Approved Cosmetic Ingredients” and contain
no hormonal substances. The product is positioned in the field of skin soothing care.
3
Shangshan Literacy Congee:
This product was jointly developed by the National Mixed Cereals Research Center and is a natural, non-GMO, additive-free composite grain
congee. It is formulated with a carefully selected blend of 78 ingredients, rich in 30 trace elements and 18 amino acids, without the
addition of artificial flavorings, colorants, preservatives, or sucrose. The aim is to provide consumers with a nutritionally balanced
and convenient dietary option.
Nattokinase Special Dietary
Food: This product is a special dietary food primarily composed of nattokinase, earthworm protein, and red yeast rice, refined through
optimized formulation systems and manufacturing processes. The product development was inspired by the classic experiments leading to
the discovery of nattokinase.
Our Research and Development
The Group has established a
robust R&D system and engages in in-depth collaboration with multiple authoritative domestic research institutions. The R&D team
comprises high-level professionals from the industry, focusing on the innovative development and quality enhancement of advanced biotechnology
health products, continuously providing the market with natural and premium health product solutions.
Intellectual Property
We believe that our patents,
trademarks, service marks, domain names, trade secrets, and similar intellectual property rights are crucial to our success. We rely on
patent, copyright, and trademark laws, as well as confidentiality and non-disclosure agreements, to protect our intellectual property.
We also regularly monitor any infringement or unauthorized use of our intellectual property rights.
As
of December 31, 2025, we have registered 13 patents, 85 trademarks, and 6 registered copyrights in the Chinese mainland, and there are
still some patents and licenses under application.
Our Manufacturing, Suppliers
and Quality Control
Since our in-house production
facility commenced operations in October 2025, we have progressively achieved self-sufficiency in core product manufacturing and distribution,
with the self-production ratio expected to continue increasing. Currently, certain products remain outsourced through OEM partnerships
or sourced from external suppliers. We regard our collaborating manufacturers and suppliers as critical partners in product development,
playing a vital role in maintaining the group’s supply chain and delivering essential products for sustainable operations and growth.
The procurement department conducts rigorous supplier evaluations through on-site assessments of facility scale, technical capabilities,
production capacity, and delivery timelines to ensure compliance with our quality standards.
Our Production Base
To ensure large-scale and standardized
operations of core business activities, the Group has established its own production base in Taikang Industrial Park, Duerbote Mongolian
Autonomous County, Daqing City, Heilongjiang Province, covering an area of 18,000 square meters. The factory features a rational functional
layout designed to meet modern production requirements, comprising four key zones: 1) An 879.50-square-meter office space with ample natural
lighting and organized layout, integrating R&D design, project management, quality control, and administrative functions; 2) A 785.00-square-meter
hybrid workshop suitable for precision operations; 3) A 1,540.20-square-meter steel structure workshop with spacious layout and excellent
load-bearing capacity, housing large-scale automated production equipment and assembly lines; 4) An 821.66-square-meter warehouse serving
as raw material storage, finished product temporary storage, and logistics hub, achieving integrated closed-loop operations for production,
warehousing, and logistics to significantly enhance operational efficiency. The production base officially commenced operations in October
2025, providing solid hardware infrastructure for the company’s long-term stable development.
4
To further enhance production
efficiency and align with industry trends, the Group will implement comprehensive upgrades at existing production bases, prioritizing
automated production lines, precision testing equipment, and intelligent warehouse management systems while optimizing manufacturing processes.
Upon completion, these upgrades are expected to significantly increase core product output capacity. Digital management solutions will
boost productivity, reduce energy consumption per unit, effectively control production costs, and ensure consistent product quality. The
office facilities will also undergo modernization with newly established R&D laboratories, sample display areas, and remote collaboration
systems, providing integrated support for technological innovation, team management, and client engagement. This initiative aims to build
a state-of-the-art production base that meets industry benchmarks while integrating large-scale operations with smart technologies.
Our manufacturing facilities
currently specialize in producing flagship products including Yan Cui Peptide Selenium Premium Powder, Ganoderma and Matsutake Peptide
Selenium Powder, and Panax Ginseng Peptide Selenium Concentrate. Since commencing operations in October 2025, these products have contributed
13% to the group’s annual revenue. This self-sufficient production model for core products has significantly strengthened the group’s
control over product quality, cost management, and supply chain efficiency.
Suppliers
The group’s relationship with
suppliers is formally established through structured OEM agreements lasting one to three years, which incorporate key provisions from
the Supplier Agreement. These agreements clearly define responsibilities regarding product specifications, production standards, delivery
obligations, and quality assurance. Each supplier must provide essential certifications including business licenses, tax registration
certificates, food production licenses, and product inspection certificates to verify compliance with regulatory and quality standards.
Under the supplier agreement,
suppliers process orders in accordance with specifications issued by the Group, including product types, quantities, quality standards,
and delivery requirements. This approach ensures that every order meets the Group’s stringent expectations. Suppliers are responsible
for product packaging, labeling, and logistics arrangements for delivering goods to designated locations, where the Group conducts final
inspection and acceptance.
Product quality is ensured
by compliance with national safety and quality regulations, as detailed in the Supplier Agreement. Suppliers must immediately notify the
Group of any non-compliance with packaging or quality requirements and assume full responsibility for any defects resulting from production
defects or failure to adhere to approved formulations.
In the event of non-compliance
with regulations, the agreement specifies corrective measures, including penalties for recurring quality issues and potential contract
termination. Additionally, both parties shall have rights and obligations regarding order modifications, confidentiality obligations,
and dispute resolution. In the event of unresolved disputes, jurisdiction shall be vested in the court where the supplier is located.
Our Brand and Marketing
System
Strong brand recognition is
a key decision-making factor for consumers of biotech health products. The UCFI Group currently leads in the high-end biotech health food
sector in China. The goal is to capture over 15% market share in the natural grain and processed health food markets. The group has developed
a series of multi-dimensional strategies to enhance brand reputation and consumer trust. Our marketing strategy emphasizes transparent
communication with consumers to strengthen brand reputation. We conduct consumer engagement activities, such as educational campaigns
and community events, to highlight the health benefits and quality of our products. Additionally, we actively monitor brand reputation
and promptly address any potential issues, ensuring swift correction of any misinformation. By maintaining transparency and integrity
in marketing efforts, we are committed to building long-term loyalty and establishing ourselves as a trustworthy brand.
As of December 31, 2025, our
offline marketing channels have over 10,000 physical specialty stores and distributor clients. For online channels, we also conduct sales
and promotional activities through e-commerce and social platforms such as Douyin, Kuaishou, and Meituan. During the reporting period,
we launched the “Kebixin” self-operated live streaming room and introduced AI digital employee anchors. In the future, we will
further establish a multi-account live streaming system combining the main brand account with vertical sub-accounts to precisely target
high-end customer segments. Meanwhile, we utilize a data middle platform to centrally track key metrics for product popularity, providing
data support for operational strategy optimization.
5
An AI-powered Marketing System Online
Leveraging e-commerce platforms
and social media, the group employs digital marketing strategies to drive omnichannel sales across online and offline channels. The platform
integrates AI-powered digital human technology, enabling regular live-streaming sales on social media platforms. Virtual digital hosts
facilitate round-the-clock interactive engagement and product demonstrations, bridging physical and virtual environments to strengthen
direct customer connections. This approach delivers end-to-end services that seamlessly transition from interactive experiences to transactional
conversions.
Offline Channel Strategies, Emphasizing Refined
Operations and Capability Iteration
Amid the accelerating globalization
and aging population trends, public health awareness has significantly increased, leading to growing consumer demand for healthy foods.
The pursuit of high-quality lifestyles has further driven consumption upgrades in the health food sector. Based on increasingly segmented
consumer profiles and needs, the group continues to strengthen brand channel matrix development and implement in-depth, refined operations
across all distribution channels.
Whether in traditional specialized
channels with established strengths, highly dynamic online platforms, or steadily expanding emerging scenarios, the group consistently
adheres to long-term strategies to drive continuous iteration, enhance efficiency, and leverage precise consumer insights and targeted
marketing operations, thereby solidifying the foundation for brand and business growth.
Our Technology
All operating subsidiaries
employ advanced technologies in multiple areas including product development, supply chain management, research and development (R&D),
and marketing. Our sustained investment in technology applications has enhanced product quality, optimized supply chain management, and
improved marketing effectiveness, thereby laying a solid foundation for long-term growth and sustainable development.
Product Development Technology
The Group adheres to the standards
of systematization, technological advancement, and internationalization, focusing on the non-GMO agricultural sector and committed to
the manufacturing and service of high-end products. Research and development (R&D) serves as the core driving force for new product
innovation, with emphasis on non-GMO grain-based high-value-added foods. Relevant technological achievements are transferred from the
National Research Center for Mixed Cereals.
The Group has established a
deep research collaboration with Professor Xu Liran, Dean of the Zhongjing Medical Research Institute at Henan University of Chinese Medicine,
and his team. Professor Xu Liran is an expert recipient of the State Council Special Government Allowance. He served consecutively as
the Chief Scientist for major scientific research projects on AIDS during the 11th, 12th, and 13th Five-Year Plans, led multiple key projects
funded by the National Natural Science Foundation of China, and has accumulated over 20 research achievement awards. His team comprises
more than 20 researchers, including postdoctoral fellows, PhD holders, and master’s degree holders.
Nutritional Formula Design
The group leads nutritional
formula development through a team of senior nutritionists and food scientists, leveraging cutting-edge nutritional research findings
to customize health food formulations tailored to the specific needs of diverse populations such as the elderly, children, and athletes.
This ensures precise alignment with consumers’ health and wellness objectives.
Raw Material Selection and Source Control
The Group implements end-to-end
quality control across the entire industrial chain, covering all process stages including planting bases, crop cultivation, raw material
screening, non-GMO testing, formulation development, product manufacturing, and packaging. This ensures comprehensive quality control
from source to end-user, providing consumers with high-quality products.
6
Product Process Innovation and Quality Control
The Group strictly adheres
to national standards, industry standards, and corporate standards in production organization, establishing a dual management quality
control system. The quality control line comprises three-tier positions: quality control officers, quality supervisors, and quality managers.
The laboratory line features three-tier roles: laboratory technicians, laboratory supervisors, and laboratory managers. This structure
creates an independent yet coordinated quality assurance mechanism between production and testing processes, ensuring product safety and
stability.
Supply Chain Management Technology
Logistics Tracking: Through
collaboration with logistics suppliers, we employ tracking systems to monitor real-time cargo status. This technology ensures accurate
and timely product delivery, thereby enhancing customer satisfaction.
Cloud Warehouse Management
System: Utilizing advanced inventory management software, we monitor inventory levels in real-time to ensure stable product supply. Data
analysis and forecasting tools optimize procurement and production planning, preventing inventory overstocking or stockouts.
Quality Assurance
We are committed to delivering
high-quality products and services to our customers in alignment with our core values and commitments. We believe quality assurance is
fundamental to ensuring premium product and service delivery, while also being crucial for reducing waste and enhancing operational efficiency.
Quality management practices are prioritized across all business functions, including product development, manufacturing, supplier quality
control, procurement, customer experience, service delivery, and logistics operations. Our dedicated quality management team oversees
the formulation of comprehensive quality strategies, quality systems and processes, quality culture development, and the implementation
of holistic quality management initiatives.
Customer Service
Pre-sales Service
Product Consultation: Customers
may inquire about detailed product information, including ingredients, efficacy, and target population, through telephone calls, in-person
visits at physical stores, or online consultations with customer service representatives. Customer service personnel should possess comprehensive
product knowledge to provide accurate responses to customer inquiries.
Personalized recommendations:
Based on the customer’s age, gender, health status, and dietary preferences, we provide customized product recommendations to meet diverse
customer needs.
In-sales Service
Order Processing: Ensure fast
and accurate handling of customer orders, including order confirmation, payment guidance, and logistics tracking. Customer service representatives
should promptly communicate order status with customers to ensure timely updates on order progress.
Payment guidance: Offers customers multiple payment
options and provides detailed instructions on completing payment transactions to ensure secure and convenient transactions.
After-sales Service
Product Usage Guidelines: Provide
customers with detailed instructions and precautions for product use to ensure correct and safe operation.
7
Problem Resolution: Customer
service personnel shall promptly and patiently provide answers and guidance to any issues or inquiries encountered by customers during
product usage.
Complaint Handling: Customer
service personnel should attentively listen to, document, and promptly address customer complaints. Through effective communication and
coordination, disputes should be resolved to ensure customer satisfaction.
Return and exchange procedures:
Establish and improve the return and exchange management system, clearly defining the conditions, processes, and processing timelines
for returns and exchanges. For cases that comply with the return and exchange policies, respond promptly and handle them efficiently to
ensure the protection of customers’ legitimate rights and interests.
Customer Relationship Management
Customer Follow-up: Conduct
regular follow-ups with customers to gather their usage experiences and feedback, enabling continuous improvement of product and service
quality.
Health literacy promotion:
By delivering health information and organizing health lectures, provide customers with health knowledge and dietary recommendations to
assist them in better managing their own health.
Customer Care Program: Develop
customer care initiatives such as holiday greetings and birthday gifts to enhance customer loyalty, encourage referrals, and drive repeat
purchases.
In summary, the company’s customer
service is designed to provide comprehensive and high-quality service experiences. Through professional pre-sales consultation, convenient
in-sales services, robust after-sales support, and close customer relationship maintenance, we continuously enhance customer satisfaction
and loyalty.
Environment, Society, and Governance
In line with UCFI’s established
principles, the company strictly complies with environmental protection laws and regulations such as the Environmental Protection Law
of the People’s Republic of China during its production and operations. It adheres to fundamental environmental principles and systems—including
prioritizing protection, emphasizing prevention, implementing comprehensive management, fostering public participation, and assuming liability
for damages—to ensure that its production and business activities do not cause environmental harm.
Competition
The biotechnology high-end
health food sector is marked by intense competition and innovation-driven growth, fueled by consumers’ increasing demand for healthy and
sustainable products. Operating in a dynamic market environment, the group competes with established domestic and international players
who leverage substantial resources in technology, branding, and marketing to capture market share. As consumer expectations evolve alongside
technological advancements, companies continuously adapt their strategies to meet the growing demand for personalized, eco-friendly, and
easily accessible health solutions.
The field of biotechnology-based
high-end health foods is a complex domain composed of various competitors, each possessing unique advantages and facing distinct challenges:
8
To address potential competitive
impacts, the group has implemented a series of multidimensional strategies to consolidate its market position and enhance resilience.
Continuous Innovation and R&D
Investment: We fully recognize that product differentiation is crucial for attracting consumers. Therefore, we consistently invest in
research and development to create health and wellness products that meet evolving consumer needs. This includes developing customized
nutritional formulations and employing advanced processing technologies to enhance product quality and health benefits. By fostering an
innovation-driven culture, we strive to accelerate new product launches, meet market demands, and maintain competitive advantages.
Enhancing Product Quality Control:
We implement rigorous quality control measures throughout the entire production process to ensure products meet the highest safety and
efficacy standards. These measures include regular supplier audits, comprehensive testing of raw materials, and adherence to industry
standards for food safety and compliance. Our focus on quality assurance helps build consumer trust and reduces risks that could impact
competitors due to product recalls or quality issues.
Enhancing Brand Reputation
and Consumer Trust: Our marketing strategy prioritizes transparent communication with consumers to strengthen brand reputation. We conduct
consumer engagement initiatives such as educational campaigns and community events to highlight the health benefits and quality of our
products. Additionally, we actively monitor brand reputation and promptly address any potential issues, ensuring swift correction of misinformation.
By maintaining transparency and integrity in marketing efforts, we strive to build long-term customer loyalty and establish ourselves
as a trustworthy brand.
Optimizing Supply Chain and
Logistics: To ensure supply chain sustainability, we have established robust partnerships with multiple trusted suppliers to secure critical
raw material supplies. We conduct comprehensive supply chain risk assessments to identify and mitigate potential disruptions such as price
fluctuations or shortages of key components. Our logistics framework is designed with flexibility in mind, enabling rapid adaptation to
supply-demand fluctuations. By maintaining stable and resilient supply chains, we enhance cost control capabilities while delivering consistent
product availability to consumers.
Expanding Market Channels and
Consumer Engagement: Our distribution strategy focuses on broadening both online and offline market channels to enhance product accessibility
and market penetration. By leveraging e-commerce platforms, social media, and digital marketing tools, we reach wider audiences and engage
directly with consumers. Additionally, we strive to elevate in-store shopping experiences through seamless integration of physical stores
and digital touchpoints, creating a cohesive omnichannel shopping journey. These initiatives position us to capture a larger share of
the health-conscious consumer market. The Group also plans to establish a chain network of Traditional Chinese Medicine (TCM) health centers
(starting from 2025) to integrate TCM practices, supporting our mission in producing health foods and delivering personalized wellness
solutions. Concurrently, targeted research initiatives are being implemented to boost customer engagement. Key initiatives include developing
advanced digital tools such as AI-powered marketing solutions to optimize distribution efficiency, alongside establishing an AI-driven
customer service system to enhance satisfaction levels.
Adapting market strategies
to align with consumer trends: We closely monitor consumer preferences and market dynamics to optimize product offerings and pricing strategies.
Our methodology incorporates frequent market analysis and consumer feedback evaluations, enabling rapid response to demand shifts and
refined positioning in the healthcare sector. Through continuous market strategy optimization, we strive to maintain relevance and attract
diverse consumer demographics.
Ensuring robust compliance
and risk management: To mitigate regulatory risks, we have established a comprehensive compliance framework that ensures all operational
activities comply with applicable laws and regulations. This includes regular compliance audits, employee training programs on regulatory
standards, and a proactive approach to identifying and addressing potential legal challenges. Our steadfast commitment to compliance helps
protect the group from regulatory fines while strengthening consumer confidence in our brand integrity.
In summary, while competitors’
development may impact our group in various aspects, our proactive strategies in product innovation, quality control, brand enhancement,
supply chain resilience, market expansion, adaptive strategies, and compliance management have established a solid foundation for addressing
competitive dynamics and achieving sustainable growth.
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ITEM 1A. RISK FACTORS
There are many factors that
affect our business and results of operations, some of which are beyond our control. The following is a description of some important
factors that may cause the actual results of operations in future periods to differ materially from those currently expected or desired.
Risks Related to the
Trading Halt
As of October 1, 2025,
in accordance with Nasdaq’s oral notice, our securities have been suspended from trading on Nasdaq. As of the date of this annual report,
our securities have not resumed trading on Nasdaq, which may have a material adverse impact on the value or liquidity of investors holding
our securities.
As disclosed in our Form
8-K filing with the U.S. Securities and Exchange Commission (SEC) on October 6, 2025, following Nasdaq’s listing on October 1, 2025, Nasdaq
notified the Company that it had received notification from China Securities Regulatory Commission (“CSRC”) officials stating
that Nasdaq’s CSRC review process for the Company’s U.S. listing had not been completed. Consequently, Nasdaq suspended trading of the
Company’s common stock and warrants while requiring clarification on these matters (the “Trading Halt”). The Company asserts
that it has fulfilled its obligations to the CSRC and has obtained legal opinions from its Chinese securities legal counsel regarding
this matter. Additional documentation has been submitted to Nasdaq. However, as of the date of this annual report, the Trading Halt remains
in effect.
If the Trading Halt persists,
or if our securities are ultimately delisted from Nasdaq, our investors may face significant adverse consequences due to their holdings,
including:
● Limited market quotes for our securities;
● No longer considered as “valuable securities”, as detailed below;
● Limited news and analytical coverage; and
The National Securities Market
Improvement Act of 1996, a federal statute, prohibits or takes precedence over state regulations regarding the sale of certain securities
(referred to as “regulated securities”). While states are prioritarily deprived of regulatory authority over securities sales,
this federal law does allow states to investigate companies when fraud is suspected. If fraudulent activities are identified, states may
impose oversight or prohibit the sale of regulated securities under specific circumstances. Although no state has utilized these powers
to restrict securities issued by blank check companies (with the exception of Idaho), securities regulators in some states maintain negative
views toward such entities and may employ or threaten to employ these authorities to hinder the sale of blank check company securities
within their jurisdictions. Furthermore, if we delist from NASDAQ, our securities will cease to be regulated securities and will fall
under the jurisdiction of the states where we offer them.
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Should Nasdaq ultimately
decide to delist our securities, we may face shareholder lawsuits, which would have a significant adverse impact on our operations.
Should Nasdaq ultimately
decide to delist our securities, this action is likely to negatively impact their price performance and impair shareholders’ ability
to trade them. In the event of delisting, we cannot guarantee that any measures taken to meet listing requirements will result in securities
relisting, stabilize market prices, enhance liquidity, or prevent future violations of Nasdaq’s listing standards.
Furthermore, if our securities
are not listed on NASDAQ or delisted from NASDAQ for any reason and are traded on the Over-the-Counter Bulletin Board—an automated
quotation system for stock trading between non-national stock exchanges—our securities may face greater liquidity and pricing constraints
compared to listings on NASDAQ or other national stock exchanges. Should our securities experience liquidity shortages, shareholders may
struggle to trade their holdings unless market conditions can be restored. Conversely, if investors are unable to trade our securities,
this could severely impact our capacity to raise additional capital.
If any of our shareholders
initiate legal proceedings against us, we may incur substantial costs in litigation defense. Such lawsuits may also divert the time and
attention of our management, preventing them from focusing on our business operations, thereby severely impairing our business performance,
profitability, and reputation.
According to China
law, the business merger with IRON HORSE that we completed on September 30, 2025 requires filing with the China Securities Regulatory
Commission. As of now, we cannot predict when we will complete such filings.
The Regulations on Foreign
Investors’ Acquisition of Domestic Companies, commonly referred to as the M&A Rules, were promulgated in 2006 by six different China
regulatory authorities and revised in 2009. On the surface, they require offshore special purpose vehicles controlled by China companies
or individuals to obtain approval from the China Securities Regulatory Commission (CSRC) before listing their securities on overseas stock
exchanges through acquisitions of domestic companies or assets in China. The interpretation and application of these provisions remain
unclear, and our offshore issuance may ultimately require approval from the CSRC. If such approval is required, we face uncertainties
regarding our ability to obtain it and the potential timeframes involved. Furthermore, even if approved by the CSRC, such approval may
be revoked. Any failure to obtain or delay obtaining CSRC approval for our listing, or any revocation of such approval, may subject us
to sanctions from the CSRC or other China regulatory authorities. These sanctions may include fines and penalties affecting our operations
in China, restrictions or constraints on our ability to distribute dividends overseas, and other forms of sanctions that could have significant
adverse impacts on our business, financial condition, and operating performance.
In addition, the Chinese
government has recently attempted to impose greater supervision and control over overseas issuances or foreign investments by China issuers.
Among other measures, the Guidelines (definitions provided below) emphasize the need to strengthen cross-border regulatory cooperation,
as well as the management and supervision of China issuers, and to establish a comprehensive regulatory framework to apply China capital
market laws and regulations overseas. On February 17, 2023, the China Securities Regulatory Commission (CSRC) promulgated the “Interim
Measures for the Administration of Overseas Securities Issuance and Listing by Domestic Companies,” also known as the “Overseas
Listing Filing Rules,” which came into effect on March 31, 2023. According to the Overseas Listing Filing Rules, China domestic companies
issuing or listing stocks, depositary receipts, convertible corporate bonds, or other equity securities in overseas stock markets, whether
directly or indirectly through offshore holding companies, must file with the CSRC. If a China domestic company intends to complete an
overseas (i) initial public offering and listing or (ii) listing under the name of an overseas enterprise through one or more acquisitions,
stock swaps, stock transfers, or other means, based on the equity, assets, income, or other similar rights of the relevant China domestic
company, the issuer (if the issuer is a China domestic company) or its designated major China domestic operating entity (if the issuer
is an offshore holding company) must report to the entity within three working days after the issuer submits application documents related
to the initial public offering and/or listing, or after the first announcement of the relevant transaction (if no application documents
are required). The determination of whether any issuance or listing is “indirect” will be based on the principle of “substance
over form.” If the issuer meets the following two conditions, the issuer’s issuance or listing will be considered an overseas indirect
issuance or listing of a China domestic company: (i) The revenue, profit, total assets, or net assets of the China domestic company in
the most recent fiscal year account for more than 50% of the relevant line items in the issuer’s audited consolidated and consolidated
financial statements for that year; and (ii) The majority of senior executives responsible for its business operations and management
are Chinese citizens or have a general residence in China, or if its principal place of business is in China, or if its business operations
are primarily conducted in China. In addition, according to the “Overseas Listing Filing Rules” and a set of Q&As published
on the official website of the China Securities Regulatory Commission (CSRC) related to the release of the “Overseas Listing Application
Rules,” if any regulatory authority with jurisdiction over the relevant industries and sectors explicitly requires (in the form of
institutional rules) that a China domestic company must fulfill regulatory procedures before listing overseas, the company must obtain
regulatory opinions, approvals, and other documents from the competent authority prior to submitting filings to the CSRC, and complete
any required filings. After obtaining filing with the China Securities Regulatory Commission (CSRC) and before the completion of this
issuance and/or listing, if any of the following material events occurs, the reporting entity shall promptly report to the CSRC within
three working days and update the CSRC filing: (i) significant changes in the issuer’s main business, licenses, or qualifications; (ii)
changes in the issuer’s control or any major changes in the issuer’s equity structure; and (iii) any major changes to the issuance and
listing plan. Once listed overseas, the reporting entity shall also be required to report to the CSRC within three working days after
any of the following material events occur and are announced to the CSRC: (i) changes in the issuer’s control; (ii) investigations, sanctions,
or other measures taken by foreign securities regulatory authorities or relevant competent authorities against the issuer; (iii) changes
in listing status or transfer of the Listing Committee; and (iv) voluntary or compulsory delisting of the issuer. In addition, if the
issuer completes any overseas follow-on issuance in the same overseas market where the public offering and listing were completed, it
must file with the CSRC within three working days. Failure to comply with applicable filing requirements may result in fines imposed on
the relevant China domestic company, its controlling shareholders, and other responsible persons.
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In accordance with the “Overseas
Listing Filing Rules”, the “Notice on Domestic Companies’ Overseas Fundraising Listing Filing Management” issued by the