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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**



**FORM 20-F/A**

**(Amendment No. 1)**



☐ **REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934**



**OR**



☒ **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**



**For the fiscal year ended September 30, 2023**



**OR**



☐ **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**



**OR**



☐ **SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**



Date of event requiring this shell company report



**For the transition period from   to**



Commission file number: 001-39978









|**CN ENERGY GROUP. INC.**                             
|------------------------------------------------------
|(Exact name of Registrant as specified in its charter)













**N/A**

(Translation of Registrant’s name into English)



**British Virgin Islands**

(Jurisdiction of incorporation or organization)



**Building 2‐B, Room 206, No. 268 Shiniu Road**

**Liandu District, Lishui City, Zhejiang Province**

**PRC**

(Address of principal executive offices)



**Jinwu Huang, Chief Financial Officer**

**Telephone: + 86‐571‐87555823**

**Email: jinwuhuang@cneny.com**

**At the address of the Company set forth above**

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)



**Securities registered or to be registered pursuant to Section 12(b) of the Act.**









|**Title of each class**                             |  | **Trading Symbol(s)** |  | **Name of each exchange on which registered**
|--------------------------------------------------- |  | --------------------- |  | ---------------------------------------------
|**Class A ordinary shares, no par value per share** |  | **CNEY**              |  | **The Nasdaq Stock Market LLC**              













Securities registered or to be registered pursuant to Section 12(g) of the Act.



**None**

(Title of Class)



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.



**None**

(Title of Class)









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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.



An aggregate of 2,285,826 Class A ordinary shares and 100,698 Class B ordinary shares, no par value, as of September 30, 2023.



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.



Yes ☐     No ☒



If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.



Yes ☐     No ☒



Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.



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, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b‐2 of the Exchange Act.









|Large accelerated filer | ☐ | Accelerated filer       | ☐
|----------------------- | - | ----------------------- | -
|Non-accelerated filer   | ☒ | Emerging growth company | ☒













If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐









|* | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
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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 which basis of accounting the registrant has used to prepare the financial statements included in this filing:









|U.S. GAAP ☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐
|----------- | ------------------------------------------------------------------------------------------------------- | -------



















|* | If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------













If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‐2 of the Exchange Act). Yes ☐     No ☒









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**EXPLANATORY NOTE**



This Amendment No. 1 (this “Amendment No. 1”) to the Annual Report on Form 20-F for the fiscal year ended September 30, 2023, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 15, 2024 (the “2023 Form 20-F”) is being filed solely to correct Exhibit 15.2 Consent of Enrome LLP, as an incorrect version of the consent was inadvertently filed with the 2023 Form 20-F. The correction of this consent is the sole change to the 2023 Form 20-F.



This Amendment No. 1 speaks as of the filing date of the 2023 Form 20-F on February 15, 2024. Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update, or restate the information in the 2023 Form 20-F, or reflect any events that have occurred after the 2023 Form 20-F was originally filed.



As required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, we are also filing the certifications required under Section 302 of the Sarbanes Oxley Act of 2002 as exhibits to this Amendment No. 1.









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**Item 19. EXHIBITS**

**EXHIBIT INDEX**











|**Exhibit No.** |  | **Description**                                                                                                                                  
|--------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|12.1*           |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                               
|12.2*           |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                               
|13.1**          |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|13.2**          |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|15.2*           |  | Consent of Enrome LLP                                                                                                                            







|*  | Filed with this amendment No. 1 to annual report on Form 20‐F    
|-- | -----------------------------------------------------------------
|** | Furnished with this amendment No. 1 to annual report on Form 20‐F



















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**SIGNATURES**



The registrant hereby certifies that it meets all of the requirements for filing on this Amendment No. 1 to Form 20‐F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.









|                        | CN ENERGY GROUP. INC. |                                       
|----------------------- | --------------------- | --------------------------------------
|                        |                       |                                       
|Date: February 15, 2024 | By:                   | */s/ Xinyang Wang*                    
|                        |                       | Xinyang Wang                          
|                        |                       | Chief Executive Officer, Director, and
|                        |                       | Chairwoman of the Board of Directors  



















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