M&A - CN ENERGY GROUP. INC.

Form Type: F-3

Filing Date: 2025-06-30

Corporate Action: Acquisition

Type: New

Accession Number: 000147793225004859

Filing Summary: CN Energy Group, Inc. filed a registration statement under Form F-3 with the SEC on June 30, 2025, related to the resale of up to 32,012,780 Class A ordinary shares by Streeterville Capital, LLC. This includes 63,898 Commitment Shares issued as a fee under a Securities Purchase Agreement with Streeterville and potential issuance of up to 31,948,882 Purchase Shares related to pre-paid purchase agreements amounting to up to $20 million. The agreement allows Streeterville to take delivery of shares from CN Energy in line with outstanding pre-paid purchase balances. The registration pertains to a corporate structure that primarily operates in China through various subsidiaries. As part of corporate restructuring, CN Energy had recently undergone significant equity transfers and acquisitions, including a notable acquisition of 4,500 shares of Ynong International Group Limited for a total consideration of approximately $40.9 million, involving cash, shares, and the assignment of accounts receivable. Furthermore, the company has identified certain risks associated with its operations, particularly the legal and operational landscape in China, which may affect investor confidence and securities value. This prospectus beings with a special note on forward-looking statements detailing risks associated with future operations and legislative changes.

Form Type: 6-K/A

Filing Date: 2025-04-30

Corporate Action: Acquisition

Type: Update

Accession Number: 000147793225003169

Filing Summary: On April 30, 2025, CN Energy Group, Inc. closed an acquisition involving the purchase of 4,500 shares of Ynong International Group Limited from Ynong Group Limited. The transaction included the issuance of 50,000,000 shares of Class A ordinary shares to the seller and was valued at a total consideration of $40,913,370. This value comprised shares worth $10,000,000, accounts receivable valued at $24,548,022, and a cash payment of $6,365,348 to be made to the seller on or before June 30, 2025. Several agreements were executed to facilitate this transaction, including a shareholder agreement, a voting agreement, and an assignment agreement regarding accounts receivable. Additionally, an individual designated by CN Energy Group will join the board of directors of a subsidiary, PWAN, by June 30, 2025. The issuance of shares was exempt from registration as provided under Regulation S of the Securities Act.