6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2024

Commission File Number: 001-39978

Building 2-B, Room 206, No. 268 Shiniu Road

Liandu District, Lishui City, Zhejiang Province

The People’s Republic of China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F ☐

Resignation of Ms. Xinyang Wang

On February 16, 2024, Ms. Xinyang Wang (“Ms. Wang”) notified CN Energy Group. Inc. (the “Company”) of her resignation as the Chief Executive Officer of the Company, effective as of February 16, 2024. Ms. Wang has advised that her resignation was due to personal reasons and not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.

Appointment of Mr. Steven Berman as the Chief Executive Officer

To fill in the vacancy created by the resignation of Ms. Wang, on February 16, 2024, the Nominating and Corporate Governance Committee of the Board recommended, and the Board appointed, Mr. Steven Berman to serve as the Chief Executive Officer of the Company, effective February 16, 2024.

Mr. Steven Berman, age 47, has over 28 years of leadership expertise in customer service, finance, sales and innovative technology. Mr. Berman is the founder of Berman Electronic Enterprises LLC (“BE Enterprises”), a private global enterprise in the semiconductor industry, and has operated this firm for the past 15 years. Before his tenure in the semiconductor industry, Berman was an investment banker at some of North America's leading investment firms including Citigroup and Dreyfus, a division of Mellon Investments Corporation.

There are no family relationships between Mr. Berman and any director of the Company. To the best knowledge of the Company, there is no understanding or arrangement between Mr. Berman and any other person pursuant to which he was appointed as the Chief Executive Officer.

| 99.1 | Press Release - CN Energy Group. Inc. Appoints Steven Berman as the Chief Executive Officer |

SIGNATURES

Pursuant to the requirements 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.

| | | Steven Berman |

| | | Chief Executive Officer |

cney_ex991.htm EXHIBIT 99.1

CN Energy Group. Inc. Appoints Steven Berman as the Chief Executive Officer

LISHUI, China, Feb. 16, 2024 /PRNewswire/ -- CN Energy Group. Inc. (NASDAQ: CNEY) (the "Company"), a high-tech enterprise specializing in cogeneration of high-quality wood-activated carbon and clean energy, today announced the appointment of Steven Berman as its new Chief Executive Officer, effective immediately. This appointment follows a comprehensive global search.

We believe Mr. Berman will bring a wealth of experience to the Company as the Chief Executive Officer, with over 28 years of leadership expertise in customer service, finance, sales and innovative technology. Mr. Berman is the founder of Berman Electronic Enterprises LLC (“BE Enterprises”), a private global enterprise in the semiconductor industry, and has been operating BE Enterprises for the past 15 years. BE Enterprises is a full-service global distributor of electronic components servicing original equipment manufacturers and contract manufacturers worldwide.

Before his tenure in the semiconductor industry, Mr. Berman was an investment banker at some of North America's leading investment firms including Citigroup and Dreyfus, a division of Mellon Investments Corporation.

Mr. Berman will lead CN Energy in its continued development, manufacturing, and distribution of wood-based activated carbon on a global scale, with a focus on the US Markets. Mr. Berman aims to expand the Company’s horizon into the semiconductor distribution industry, fostering a dual business model that combines being a global distributor of electronic components with manufacturing of wood-based activated carbon. Although the expansion into semiconductor distribution anticipates potential acquisitions, no such targets have been identified to date. This vision includes both focus on technology and AI powered semiconductor chip distribution, alongside being a key manufacturer and distributor of activated carbon for pharmaceutical manufacturing, water purification, environmental protection and food and beverage production.

Upon his appointment, Mr. Berman commented, “I am honored and excited to have been selected to lead CN Energy. With the rapid expansion of applications for activated carbon as well as the ever-growing need for semiconductors and creative supply chain for both commodities, I am focused and dedicated to shareholder transparency and increased profitability. I look forward to our bright future as a shareholder focused management team.”

About CN Energy Group. Inc.

With patented proprietary bioengineering and physiochemical technologies, the Company has pioneered and specialized in producing high-quality recyclable activated carbon and renewable energy from abandoned forest and agricultural residues, converting harmful wastes into a valuable product and delivering significant financial, economic, environmental, and ecological benefits. The Company's products and services have been widely used by food and beverage producers, industrial and pharmaceutical manufacturers, as well as environmental protection enterprises. For more information, please visit the Company's website at www.cneny.com (http://www.cneny.com/).

Forward-Looking Statements

Certain statements, other than statements of historical facts, made in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial conditions, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to refer to its filings with the U.S. Securities and Exchange Commission, including without limitation, the Company's registration statements and other filings with the U.S. Securities and Exchange Commission that set forth certain risks and uncertainties that may have an impact on future results and directions of the Company.

Investor Relations Contact:

+86-571-87555823

ir@cneny.com