Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
CN Energy Group, Inc.
(Name of Issuer)
Class A Ordinary Shares, no par value per share
(Title of Class of Securities)
G218K105
(CUSIP Number)
Robert B. Goldberg, Esq.
5555 Glenridge Connector, Suite 675
Atlanta, Georgia 30342
(404)233-2800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 20, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a Statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP NO. G218K105
Cover Page
1
NAMES OF REPORTING PERSONS
Wayne W. Boos
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
PF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e). [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7
SOLE VOTING POWER
2,220,000
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
2,220,000
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,220,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.63506%1
14
TYPE OF REPORTING PERSON (See Instructions)
IN
1 Based on the 39,396,196 shares of Class A Ordinary Shares outstanding as of
January 27, 2023.
SCHEDULE 13D
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement relates
is the Class A Ordinary Shares, no par value per share (the "Class A Ordinary
Shares"). The name of the issuer is CN Energy Group, Inc., a British Virgin
Islands corporation (the "Company"). The principal executive offices of the
Company are located at Building 2-B, Room 206, No. 268 Shiniu Road,
Liandu District, Lishui City, Zhejiang Province, PRC.
Item 2. Identity and Background.
The reporting person is Wayne W. Boos with respect to whom the following
information is provided:
(a) Name. Wayne W. Boos
(b) Address. 5260 N. Palm Avenue, Suite 120, Fresno, CA 93704.
(c) Principal Occupation and Employment. Managing Director at
Boos & Associates, a Professional Corporation,
5260 N. Palm Avenue, Suite 120, Fresno, CA 93704.
(d) Criminal Proceedings. None.
(e) Civil proceedings. None
(f) Citizenship. United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Class A Ordinary Shares acquired since August 29, 2022 with personal funds
in the amount of $746,964.01.
Item 4. Purpose of Transaction
All of the reported shares are held for investment purposes.
(a) The Reporting Person has no current plans or proposals which relate to or
would result in the acquisition of additional securities of the Company or
disposition of all or a portion of his investment in the Company;
(b) The Reporting Person has no plans or proposals which relate to or
would result in an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) The Reporting Person has no plans or proposals which relate to
or would result in a sale or transfer of a material amount of assets
of the Company or any of its subsidiaries;
(d) The Reporting Person has no plans or proposals which relate to
or would result in any change in the present board of directors or
management of the Company or in the number or term of Directors or
to fill any existing vacancies on the board;
(e) The Reporting Person has no plans or proposals which relate to
or would result in any material change in the present capitalization
or dividend policy of the Company;
(f) The Reporting Person has no plans or proposals which relate to
or would result in any other material change in the Company's business
or corporate structure;
(g) The Reporting Person has no plans or proposals which relate to
or would result in changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) The Reporting Person has no plans or proposals which relate to
or would result in causing a class of securities of the Company to
be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) The Reporting Person has no plans or proposals which relate to
or would result in a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) The Reporting Person has no plans or proposals which relate to
or would result in any action similar to any of those enumerated
above in Paragraphs (a) through (i).
Item 5. Interest in Securities of the Issuer.
(a) Number of Shares/Percentage of Class Beneficially Owned.
As of July 27, 2023, Wayne W. Boos beneficially owns a total of 2,220,000
shares of the Company's Class A Ordinary Shares which represent approximately
5.63506% of the outstanding Class A Ordinary Shares, based on 39,396,196
Class A Ordinary Shares outstanding as of January 27, 2023, as indicated
by the Company.
(b) Nature of Ownership. Wayne W. Boos has the sole power to vote and direct
the disposition of all of the 2,220,000 shares reported as beneficially
owned by him.
(c) Recent Transactions. In the past 60 days, Wayne W. Boos acquired 720,000
shares of the Company's Class A Ordinary Shares for an average price per share
of $0.18258 through his broker, Merrill Lynch.
(d) No other person has the right to receive or the power to direct the
receipt of the dividends from, or proceeds from the sale of, such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: August 1, 2023 /s/ Wayne W. Boos
Wayne W. Boos