8-K
CN Healthy Food Tech Group Corp. (UCFI)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 20, 2025
IRON HORSE ACQUISITIONS CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41898 | 85-4105289 |
|---|---|---|
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer |
| incorporation or organization) | Identification No.) | |
| P.O. Box 2506, Toluca Lake, CA | 91610 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(310) 290-5383
Not Applicable
(Former name or former address, if changed sincelast report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one share of common stock, one redeemable warrant, and one right entitling the holder to receive one-fifth (1/5) of one share of common stock | IROHU | The Nasdaq Stock Market LLC |
| Common stock | IROH | The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | IROHW | The Nasdaq Stock Market LLC |
| Rights | IROHR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Item 1.01. Entry Into a Material Definitive Agreement
Amendment to the Investment Management Trust Agreement
As approved by the stockholders of Iron Horse Acquisitions Corp. (“Iron Horse” or the “Company”) at the special meeting of stockholders held on June 25, 2025 (the “Extension Special Meeting”), the Company entered into an amendment to the Investment Management Trust Agreement, with Continental Stock Transfer & Trust Company (the “Trust Amendment”) dated as of June 25, 2025, to allow the Company to extend the date by which the Company must consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period, until June 29, 2026.
The foregoing description of the Trust Amendment is qualified in its entirety by reference to the full text of the Trust Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.
Item 5.03. Amendment to the Amended and RestatedCertificate of Incorporation.
As approved by the stockholders at the Extension Special Meeting, the Company filed an amendment to the Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period, until June 29, 2026 by providing one business days’ notice to Continental Stock Transfer & Trust Company (the “Trustee”) with the Secretary of State of Delaware on June 25, 2025.
The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1, and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Voteof Security Holders.
Special Meeting for the Business Combination
On June 20, 2025, the Company held a Special Meeting of stockholders (the “Business Combination Special Meeting”). On May 6, 2025, the record date for the Business Combination Special Meeting, there were 8,867,000 shares of common stock of the Company issued and outstanding entitled to be voted at the Business Combination Special Meeting. 8,090,561 shares of common stock of the Company or 91.24% of which were represented in person or by proxy at the Business Combination Special Meeting, constituting a quorum for the Business Combination Special Meeting.
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The stockholders approved all of the Proposals at the Business Combination Special Meeting. A summary of the voting results is set forth below:
1. The Business Combination Proposal - To consider and vote upon a proposal to approve and adopt the Amended and Restated Business Combination Agreement, dated as of December 18, 2024, by and among Iron Horse, Rosy Sea Holdings Limited (“Seller”), a company incorporated and existing under the laws of the British Virgin Islands and Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands which is a wholly owned subsidiary of the Seller.
The Business Combination Proposal required the affirmative vote of the majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy. The Business Combination Proposal received the following votes:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes |
|---|---|---|---|
| 5,958,905 | 857,538 | 0 | 1,274,118 |
2. The Charter AmendmentProposal - To consider and vote upon a proposal to approve the Second Amended and Restated Certificate of Incorporation of Iron Horse.
The Charter Amendment Proposal required the affirmative vote of the majority of the issued and outstanding shares of common stock. The Charter Amendment Proposal received the following votes:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes |
|---|---|---|---|
| 5,958,905 | 857,538 | 0 | 1,274,118 |
3. Advisory Proposals
- To consider and vote, on a nonbinding advisory basis, upon three separate governance proposals relating to material differences between Iron Horse’s Current Charter and the Amended Charter to be in effect upon the completion of the Business Combination in accordance with the requirements of the Securities and Exchange Commission.
The Advisory Proposals, being presented as three separate sub-proposals (Proposals 3A – 3C), required the affirmative vote of the majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote. The Advisory Proposals received the following votes:
Advisory Proposal 3A:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes |
|---|---|---|---|
| 5,893,605 | 922,838 | 0 | 1,274,118 |
Advisory Proposal 3B:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes |
|---|---|---|---|
| 5,958,605 | 857,538 | 300 | 1,274,118 |
Advisory Proposal 3C:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes |
|---|---|---|---|
| 6,940,573 | 1,149,988 | 0 | 0 |
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4. The Nasdaq Proposal
- To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rules 5635 (a) and (b), the issuance of more than 20% of the issued and outstanding shares of the common stock, par value $0.0001 per share, of Iron Horse and the resulting change in control in connection with the Business Combination.
The Nasdaq Proposal required the affirmative vote of the majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy. The Nasdaq Proposal received the following votes:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes |
|---|---|---|---|
| 5,958,905 | 857,538 | 0 | 1,274,118 |
5. The Director ElectionProposal - To consider and vote upon a proposal to elect 7 members to serve on New CFI’s board of directors effective upon the consummation of the Business Combination.
The Director Election Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy. The Director Election Proposal received the following votes:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes |
|---|---|---|---|
| 6,307,715 | 498,648 | 10,080 | 1,274,118 |
6. The Adjournment Proposal
- To consider and vote upon a proposal to approve the adjournment of the Business Combination Special Meeting by the chairman thereof to a later date, if necessary to, among other reasons, permit further solicitation of proxies if there are insufficient votes received at the time of the Business Combination Special Meeting to approve the Condition Precedent Proposals.
The Adjournment Proposal required the affirmative vote of the majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy. The Adjournment Proposal received the following votes:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes |
|---|---|---|---|
| 6,607,401 | 1,483,160 | 0 | 0 |
Special Meetingfor Extension
On June 25, 2025, Iron Horse held the Extension Special Meeting. On May 6, 2025, the record date for the Extension Special Meeting, there were 8,867,000 shares of common stock of the Company issued and outstanding entitled to be voted at the Extension Special Meeting. Of that total, there were 6,900,000 public shares (“Public Shares”) outstanding on the record date, May 6, 2025. 7,274,259 shares of common stock of the Company or 82.04% of which were represented in person or by proxy at the Extension Special Meeting, constituting a quorum for the Extension Special Meeting.
The stockholders approved all of the Proposals at the Extension Special Meeting. A summary of the voting results is set forth below:
1. The Extension AmendmentProposal - To consider and vote upon a proposal to amend the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period, until June 29, 2026 by providing one business days’ notice to the Trustee.
The Extension Amendment Proposal required the affirmative vote of a majority of the issued and outstanding shares of common stock. The Extension Amendment Proposal received the following votes:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes |
|---|---|---|---|
| 6,286,170 | 988,088 | 1 | 0 |
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2. The Trust AmendmentProposal - To consider and vote upon a proposal to amend the Company’s investment management trust agreement, dated as of December 27, 2023, by and between the Company and the Trustee, to allow the Company to extend the date by which the Company must consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period, until June 29, 2026.
The Trust Amendment Proposal required the affirmative vote of at least 50% of the Public Shares. The Trust Amendment Proposal received the following votes from the Public Shares:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes |
|---|---|---|---|
| 4,319,170 | 988,088 | 1 |
3. The Adjournment Proposal
- To consider and vote upon a proposal to direct the chairman of the Extension Special Meeting to adjourn the Extension Special Meeting to a later date or dates, if necessary, under certain circumstances, to solicit additional proxies (i) to approve the Extension Amendment Proposal, (ii) to approve the Trust Amendment Proposal, or (iii) if a quorum is not present at the Extension Special Meeting.
The Adjournment Proposal required the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of common stock who are present ( virtually) or represented by proxy and entitled to vote thereon at the Extension Special Meeting. The Adjournment Proposal received the following votes:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes |
|---|---|---|---|
| 6,286,170 | 988,088 | 1 | 0 |
Item 8.01. Other Events.
In connection with the stockholders’ vote at the Business Combination Special Meeting and the Extension Special Meeting, 6,751,349 shares of common stock were tendered for redemption. The Company plans to close the business combination as described in the Proxy Statement as soon as possible.
On June 26, 2025, the Company provided a notice to the Trustee that the Company is extending the time available in order to consummate a Business Combination for an additional one (1) month, from June 29, 2025 to July 29, 2025.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 3.1 | Amendment to the Amended and Restated Certificate of Incorporation of the Company |
| 10.1 | Amendment to the Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company dated June 25, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 hereunto duly authorized.
| Dated: June 26, 2025 | IRON HORSE ACQUISITIONS CORP. | |
|---|---|---|
| By: | /s/ Jose Antonio Bengochea | |
| Name: | Jose Antonio Bengochea | |
| Title: | Chief Executive Officer |
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Exhibit 3.1
CERTIFICATE OF AMENDMENTTO THEAMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOFIRON HORSE ACQUISITIONS CORP.Pursuant to Section 242 of theDelaware General Corporation Law
IRON HORSE ACQUISITIONS CORP.(the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:
The name of the Corporation is “Iron Horse Acquisitions Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 23, 2021. An amended and restated certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 26, 2023 (the “Amended and Restated Certificate of Incorporation”).
This Amendment amends, in part, the Amended and Restated Certificate of Incorporation of the Corporation.
This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of majority of the issued and outstanding shares of common stock of the Company at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”).
The text of Article Six, Section D of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in full as follows:
(i) D. The Corporation has eighteen months from the closing of its IPO to consummate its initial Business Combination (“Combination Period”). If the Corporation anticipates that it may not be able to consummate its initial Business Combination within eighteen months from the closing of its IPO, the Corporation may, but is not obligated to, extend the Combination Period up to 12 times by an additional one month each time for a total of up to 12 months by notifying the Trustee each month, upon at least one business days’ notice that the deadline for completing a business combination has been extended by an additional one month. In the event that the Corporation does not consummate a Business Combination by (i) eighteen months from the consummation of the IPO or (ii) up to thirty months from the consummation of the IPO if the Corporation elects to extend the amount of time to complete a Business Combination in accordance with the terms of the Investment Management Trust Agreement between the Corporation and Continental Stock Transfer & Trust Company (in any case, such date being referred to as the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the DGCL, including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the DGCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the DGCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust Account plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Corporation to pay its taxes divided by the total number of IPO Shares then outstanding.
- The text of Article Six, Section H to the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in full as follows:
H. If any amendment is made to this Article SIXTH that would modify the substance or timing of the Corporation’s obligation to provide for the conversion of the IPO Shares in connection with an initial Business Combination or to redeem 100% of the IPO Shares if (A) the Corporation has not consummated an initial Business Combination within up to thirty months from the date of the consummation of the IPO or (B) with respect to any other provision in this Article SIXTH, the holders of IPO Shares shall be provided with the opportunity to redeem their IPO Shares upon the approval of any such amendment, at the per-share price specified in paragraph C.
- All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, Iron Horse Acquisitions Corp. has caused this Amendment to the Amended and Restated Certificate of Incorporation to be duly executed in its name and on its behalf by an authorized officer as of this 25th^th^ day of June, 2025.
| IRON HORSE ACQUISITIONS CORP. | |
|---|---|
| By: | /s/ Jose Antonio Bengochea |
| Name: | Jose Antonio Bengochea |
| Title: | Chief Executive Officer |
Exhibit 10.1
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUSTAGREEMENT OFIRON HORSE ACQUISITIONS CORP.
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 25, 2025, by and between Iron Horse Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated December 27, 2023, by and between the parties hereto (the “Trust Agreement”).
WHEREAS, a total of $69,000,000 was placed in the Trust Account from the IPO and sale of private warrants in a private placement;
WHEREAS, the Trust Agreement provides that the Trustee shall commence liquidation of the Trust Account and distribute the Property in the Trust Account after receipt of, and only in accordance with, a Termination Letter; or in the event that a Termination Letter has not been received by the Trustee by the 12 month anniversary of the closing of the IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination for up to 18-months from the effective date of the prospectus but has not completed the Business Combination within the applicable monthly anniversary of the effective date of the prospectus;
WHEREAS, the Company has obtained the requisite approval of the stockholders of the Company to amend the Trust Agreement;
WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
- Amendmentsto Trust Agreement.
(a) Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Chief Financial Officer, Chief Operating Officer, Secretary or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by EF Hutton, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 18-month anniversary of the closing of the IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination for up to 30 months from the closing of the IPO but has not completed the Business Combination within such period, up to 30-month anniversary of the Closing (as applicable, the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date.
(b) The text of the letter in Exhibit D is amended as follows:
“Pursuant to Section 1(l) of the Investment Management Trust Agreement between Iron Horse Acquisitions Corp. (“Company”) and Continental Stock Transfer & Trust Company, dated as of December 27, 2023 (“Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional one (1) month, from ______________ to ____________ (the “Extension”).
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
This is the _____ of up to twelve Extension Letters.”
- MiscellaneousProvisions.
2.1. *Successors.*All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.
2.2. *Severability.*This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
2.3. *Applicable Law.*This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.
2.4. *Counterparts.*This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.
2.5. *Effect of Headings.*The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
2.6. *Entire Agreement.*The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first set forth above.
| Iron Horse Acquisitions Corp. | |
|---|---|
| By: | /s/ Jose Antonio Bengochea |
| Name: | Jose Antonio Bengochea |
| Title: | Chief Executive Officer |
| Continental Stock Transfer & Trust Company, as Trustee | |
| --- | --- |
| By: | /s/ Francis Wolf |
| Name: | Francis Wolf |
| Title: | Vice President |
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