CN Healthy Food Tech Group Corp S-4/A, filed May 6, 2025
CN Healthy Food Tech Group Corp. (UCFI)
As filed with the U.S. Securities and Exchange Commission on May 6, 2025
Registration No. 333-283933
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
AMENDMENT NO. 6
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
IRON HORSE ACQUISITIONS CORP.
(Exact name of registrant as specified in its charter)
____________________
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Delaware |
6770 |
87-4105289 |
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(State or Other Jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
For co-registrants, see “Table of Co-Registrants” on the following page.
P.O. Box 2506
Toluca Lake, CA 91610
(310) 290-5383
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
____________________
Jose A. Bengochea, Chief Executive Officer
Iron Horse Acquisitions Corp.
Toluca Lake, CA 91610
(310) 290-5383
(Name, address, including zip code, and telephone number, including area code, of agent for service)
____________________
Copies to:
|
Mitchell S. Nussbaum Telephone: (212) 407-4000 |
Joan S. Guilfoyle Loeb & Loeb LLP 901 New York Avenue, NW Suite 300 East Washington, DC 20001 Telephone: (202) 618-5000 |
Laura Hemmann iTKG Law LLC 100 Corporate Drive Suite 302 Lebanon, NJ 08833 Telephone: (650) 799-2061 |
____________________
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Business Combination Agreement described herein.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
☐ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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Emerging growth company |
☒ |
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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 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
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Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
☐ |
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Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
☐ |
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
TABLE OF CO-REGISTRANTS
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Exact Name of Co-Registrant as Specified in its Charter(1)(2) |
State or Other |
Primary |
I.R.S. Employer |
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Zhong Guo Liang Tou Group Limited |
British Virgin Islands |
2000 |
Not applicable |
____________
(1) The Co-Registrant has the following principal executive office:
Zhong Guo Liang Tou Group Limited
Room 2712, Zhuhai Center Building, No. 1663 Yinwan Road, Xiangzhou District
Zhuhai City, Guangdong Province, People’s Republic of China.
(2) The agent for service for the Co-Registrant is:
COGENCY GLOBAL INC.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware (referred to as the “DGCL”) empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and the indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators. Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.
Section 102(b)(7) of the DGCL provides that a corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.
Iron Horse’s Certificate of Incorporation provides for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the DGCL, and Iron Horse’s bylaws provide for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the DGCL.
II-1
Item 21. Exhibits and Financial Statements Schedules
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Incorporated by Reference |
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Exhibit |
Description |
Schedule/ |
File Number |
Exhibits |
Filing Date |
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1.1*** |
Form 8-K |
01-41898 |
1.1 |
January 2, 2024 |
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2.1#*** |
Form 8-K |
01-41898 |
2.1 |
October 2, 2024 |
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2.2*** |
Form S-4 |
333-283933 |
2.2 |
December 19, 2024 |
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3.1*** |
Amended and Restated Certificate of Incorporation of Iron Horse |
Form 8-K |
333-283933 |
3.1 |
January 2, 2024 |
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3.2*** |
Form S-4 |
333-283933 |
3.2 |
December 19, 2024 |
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3.3*** |
Form S-1 |
333-268092 |
3.3 |
December 22, 2023 |
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4.1*** |
Form S-1 |
333-268092 |
4.1 |
December 22, 2023 |
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4.2*** |
Specimen Common Stock Certificate of Iron Horse Acquisitions Corp. |
Form S-1 |
333-268092 |
4.2 |
December 22, 2023 |
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4.3*** |
Specimen Warrant Certificate of Iron Horse Acquisitions Corp. |
Form S-1 |
333-268092 |
4.3 |
December 22, 2023 |
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4.4*** |
Form S-1 |
333-268092 |
4.4 |
December 22, 2023 |
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4.5*** |
Form 8-K |
01-41898 |
4.1 |
January 2, 2024 |
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4.6*** |
Form 8-K |
01-41898 |
4.2 |
January 2, 2024 |
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5.1*** |
Opinion of Loeb & Loeb LLP regarding the validity of the securities |
Form S-4 |
333-283933 |
5.1 |
April 14, 2025 |
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10.1*** |
Form 8-K |
01-41898 |
10.4 |
January 2, 2024 |
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10.2*** |
Form 8-K |
01-41898 |
10.1 |
January 2, 2024 |
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10.3*** |
Form 8-K |
01-41898 |
10.2 |
January 2, 2024 |
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II-2
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Incorporated by Reference |
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Exhibit |
Description |
Schedule/ |
File Number |
Exhibits |
Filing Date |
|||||
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10.4*** |
Form 8-K |
01-41898 |
10.6 |
January 2, 2024 |
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10.5*** |
Form S-1 |
333-268092 |
10.7 |
December 21, 2023 |
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10.6*** |
Form 8-K |
01-41898 |
10.3 |
January 2, 2024 |
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10.7*** |
Indemnity Agreements, dated December 27, 2023, with each of Iron Horse’s directors and officers |
Form 8-K |
01-41898 |
10.5 |
January 2, 2024 |
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10.8** |
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10.9** |
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10.10*** |
Form S-4 |
333-283933 |
10.10 |
January 28, 2025 |
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10.11*** |
Form S-4 |
333-283933 |
10.11 |
April 30, 2025 |
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10.12*** |
Form S-4 |
333-283933 |
10.12 |
January 28, 2025 |
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10.13*** |
Form S-4 |
333-283933 |
10.13 |
January 28, 2025 |
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10.14*** |
Form S-4 |
333-283933 |
10.14 |
January 28, 2025 |
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10.15*** |
Form S-4 |
333-283933 |
10.15 |
January 28, 2025 |
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16.1*** |
Form S-4 |
333-283933 |
16.1 |
April 7, 2024 |
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23.1*** |
Consent of MaloneBailey, LLP, independent registered public accounting firm of Iron Horse. |
Form S-4 |
333-283933 |
23.1 |
April 14, 2025 |
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23.2*** |
Consent of Kaida CPA & Co., independent registered public accounting firm of CFI |
Form S-4 |
333-283933 |
23.2 |
April 14, 2025 |
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23.3*** |
Form S-4 |
333-283933 |
23.3 |
April 14, 2025 |
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23.4*** |
Consent of Guangdong Xinyu Law Firm (included in Exhibit 99.9). |
Form S-4 |
333-283933 |
23.4 |
March 18, 2025 |
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24.1*** |
Form S-4 |
333-283933 |
24.1 |
December 19, 2024 |
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99.1*** |
Form S-4 |
333-283933 |
99.1 |
December 19, 2024 |
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99.2*** |
Form S-4 |
333-283933 |
99.2 |
December 19, 2024 |
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99.3*** |
Form S-4 |
333-283933 |
99.3 |
December 19, 2024 |
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99.4*** |
Form S-4 |
333-283933 |
99.4 |
December 19, 2024 |
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99.5*** |
Form S-4 |
333-283933 |
99.5 |
December 19, 2024 |
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99.6*** |
Form S-4 |
333-283933 |
99.6 |
December 19, 2024 |
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99.7*** |
Form S-4 |
333-283933 |
99.7 |
December 19, 2024 |
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II-3
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Incorporated by Reference |
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Exhibit |
Description |
Schedule/ |
File Number |
Exhibits |
Filing Date |
|||||
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99.8*** |
Form S-4 |
333-283933 |
99.8 |
April 14, 2025 |
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99.9*** |
Form S-4 |
333-283933 |
99.9 |
March 18, 2025 |
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101.INS*** |
Inline XBRL Instance Document. |
Form S-4 |
333-283933 |
101.INS |
April 14, 2025 |
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101.CAL*** |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
Form S-4 |
333-283933 |
101.CAL |
April 14, 2025 |
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101.SCH*** |
Inline XBRL Taxonomy Extension Schema Document. |
Form S-4 |
333-283933 |
101.SCH |
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101.DEF*** |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
Form S-4 |
333-283933 |
101.DEF |
April 14, 2025 |
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101.LAB*** |
Inline XBRL Taxonomy Extension Labels Linkbase Document. |
Form S-4 |
333-283933 |
101.LAB |
April 14, 2025 |
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101.PRE*** |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
Form S-4 |
333-283933 |
101.PRE |
April 14, 2025 |
|||||
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104*** |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
Form S-4 |
333-283933 |
104 |
April 14, 2025 |
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107*** |
Form S-4 |
333-283933 |
107 |
April 30, 2025 |
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____________
* Indicates management contract or compensatory plan or arrangement.
** Filed herewith
*** Previously filed
# Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
Item 22. Undertakings
a. The undersigned registrant hereby undertakes:
i. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(1) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(2) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(3) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
ii. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
iii. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
iv. That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is
II-4
part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
v. That, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(1) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(2) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(3) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(4) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
vi. The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to re-offerings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable Form.
vii. The undersigned registrant hereby undertakes as follows: that every prospectus (i) that is filed pursuant to the paragraph immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
viii. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
b. The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
c. The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
II-5
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toluca Lake, State of California, on the 6th day of May, 2025.
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Iron Horse Acquisitions Corp. |
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By: |
/s/ Jose A. Bengochea |
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Name: |
Jose A. Bengochea |
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Title: |
Chief Executive Officer and Director |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
Title |
Date |
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/s/ Jose A. Bengochea |
Chief Executive Officer and Director |
May 6, 2025 |
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Jose A. Bengochea |
(Principal Executive, Financial and |
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/s/ William Caragol |
Chief Financial Officer and Chief Operating Office |
May 6, 2025 |
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William Caragol |
(Principal Financial and Accounting Officer) |
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* |
Chairman |
May 6, 2025 |
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Brian Turner |
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* |
Director |
May 6, 2025 |
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Jane Waxman |
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* |
Director |
May 6, 2025 |
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Ken Hertz |
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* |
Director |
May 6, 2025 |
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Scott Morris |
____________
* Signed by Jose A. Bengochea and William Caragol pursuant to the power of attorney signed by each individual and previously filed with this Registration Statement on December 19, 2024.
II-6
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Zhuhai, PRC, on the 6th day of May, 2025.
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Zhong Guo Liang Tou Group Limited |
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By: |
/s/ Zhenjun Jiang |
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Name: |
Zhenjun Jiang |
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Title: |
Director |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
Title |
Date |
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/s/ Zhenjun Jiang |
Sole Director, Principal Executive Officer, |
May 6, 2025 |
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Zhenjun Jiang |
and Principal Financial Officer |
II-7
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE CO-REGISTRANT
Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of the co-registrant has signed this registration statement on the 6th day of May, 2025.
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COGENCY GLOBAL INC. |
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Authorized U.S. Representative |
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title: |
Sr. Vice President on behalf of Cogency Global Inc. |
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II-8
Exhibit 10.8
SPONSOR SUPPORT AGREEMENT
This SPONSOR SUPPORT AGREEMENT, dated as of March 6, 2025 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Rosy Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (the “Seller”), Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (the “Company”) and Iron Horse Acquisitions Corp., a Delaware corporation (“Acquiror”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA (as defined below).
WHEREAS, Acquiror, the Company and Seller are parties to that certain Amended and Restated Business Combination Agreement, dated as of December 18, 2024, as amended, modified or supplemented from time to time (the “BCA”), which provides, among other things, that, upon the terms and subject to the conditions thereof, each Company Share issued and outstanding immediately prior to the Closing Date shall be transferred to the Acquiror in exchange for the right of the Seller to receive, such number of newly issued shares of Acquiror Common Stock as determined in accordance with the BCA, which upon completion of the transaction contemplated therein, will result in the Company (including its subsidiaries) becoming the direct wholly owned subsidiary of the Acquiror;
WHEREAS, as of the date hereof, each Stockholder owns the number of shares of common stock, par value $0.0001 (including shares of common stock underlying other securities), of Acquiror set forth on Exhibit A (all such shares, or any successor or additional shares of Acquiror of which ownership of record or the power to vote is hereafter acquired by the Stockholder prior to the termination of this Agreement being referred to herein as the “Stockholder Shares”); and
WHEREAS, in order to induce the Acquiror, the Company, and the Seller, to enter into the BCA, each Stockholder is executing and delivering this Agreement to the Seller and the Company.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree as follows:
1. Voting Agreements. Each Stockholder, in its capacity as a stockholder of Acquiror and solely with respect to such Stockholder and not with respect to any other Stockholder, agrees that, at the Acquiror Stockholder Meeting, at any other meeting of Acquiror’s stockholders related to the transactions contemplated by the BCA (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) related to the transactions contemplated by the BCA (the Acquiror Stockholders’ Meeting and all other meetings related to the BCA, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote, or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares in favor of the BCA, the transactions contemplated by the BCA and each of the other Transaction Proposals (as defined in the BCA);
(c) authorize and approve any amendment to the Acquiror’s organizational documents that is deemed necessary or advisable for purposes of effecting the transactions contemplated by the BCA;
(d) vote, or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares against any other action that, to the knowledge of such Stockholder, would reasonably be expected to (x) impede, interfere with, delay, postpone or materially and adversely affect any of the transactions contemplated by the BCA, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement; and
(e) vote, or cause to be voted at any meeting of Acquiror’s stockholders, all of the Stockholder Shares in favor of an extension of the period of time Acquiror is afforded under its organizational documents and the final prospectus relating to the IPO to consummate an initial business combination.
2. Restrictions on Transfer. The Stockholder agrees that it shall not sell, assign or otherwise transfer any of the Stockholder Shares unless the buyer, assignee or transferee thereof executes a joinder agreement to this Agreement in a form reasonably acceptable to the Seller and the Company. Acquiror shall not register any sale, assignment or transfer of the Stockholder Shares on Acquiror’s stock ledger (book entry or otherwise) that is not in compliance with this Section 2.
3. New Securities. During the period commencing on the date hereof and ending on the earlier to occur of (a) the Closing, and (b) such date and time as the BCA shall be terminated, in the event that, (i) any shares of Acquiror Common Stock or other equity securities of Acquiror are issued to the Stockholder after the date of this Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of Acquiror securities owned by the Stockholder, (ii) the Stockholder purchases or otherwise acquires beneficial ownership of any shares of Acquiror Common Stock or other equity securities of Acquiror after the date of this Agreement, or (iii) the Stockholder acquires the right to vote or share in the voting of any Acquiror Common Stock or other equity securities of Acquiror after the date of this Agreement (such Acquiror Common Stock or other equity securities of Acquiror, collectively the “New Securities”), then such New Securities acquired or purchased by the Stockholder shall be subject to the terms of this Agreement to the same extent as if they constituted the Stockholder Shares as of the date hereof.
4. No Challenge. Each Stockholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Acquiror, Seller, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the BCA or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the BCA.
5. Consent to Disclosure. Each Stockholder hereby consents to the publication and disclosure in the Registration Statement and the Proxy Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other documents or communications provided by Acquiror or the Company to any Governmental Authority (as defined in the BCA) or to securityholders of Acquiror) of such Stockholder’s identity and beneficial ownership of Stockholder Shares and the nature of such Stockholder’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by Acquiror or the Company, a copy of this Agreement. Each Stockholder will promptly provide any information reasonably requested by Acquiror or the Seller or the Company for any regulatory application or filing made or approval sought in connection with the transactions contemplated by the BCA (including filings with the SEC).
6. No Redemption. Each Stockholder hereby agrees that it shall not redeem, or submit a request to Acquiror’s transfer agent or otherwise exercise any right to redeem, any Stockholder Shares.
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7. Stockholder Representations: Each Stockholder represents and warrants to Acquiror, Seller and the Company, as of the date hereof, that:
(a) such Stockholder has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Agreement;
(b) (i) if such Stockholder is not an individual, such Stockholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Stockholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Stockholder and (ii) if such Stockholder is an individual, the signature on this Agreement is genuine, and such Stockholder has legal competence and capacity to execute the same;
(c) this Agreement has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(d) the execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Stockholder, or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Stockholder of its obligations under this Agreement;
(e) there are no Actions (as defined in the BCA) pending against such Stockholder or, to the knowledge of such Stockholder, threatened against such Stockholder, before (or, in the case of threatened Actions, that would be before) any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Stockholder of such Stockholder’s obligations under this Agreement;
(f) such Stockholder has had the opportunity to read the BCA and this Agreement and has had the opportunity to consult with such Stockholder’s tax and legal advisors;
(g) such Stockholder has not entered into, and shall not enter into, any agreement that would prevent such Stockholder from performing any of such Stockholder’s obligations hereunder;
(h) such Stockholder has good title to the Stockholder Shares opposite such Stockholder’s name on Exhibit A, free and clear of any Liens other than Permitted Liens, and such Stockholder has the sole power to vote or cause to be voted such Stockholder Shares; and
(i) the Stockholder Shares identified on Exhibit A of this Agreement are the only shares of Acquiror Capital Stock owned of record or beneficially owned by the Stockholder as of the date hereof (including, without limitation, shares that may be obtained upon the conversion of convertible securities), and none of such Stockholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Stockholder Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement.
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8. Damages; Remedies. Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The Stockholder hereby agrees and acknowledges that (a) Acquiror, Seller and the Company would be irreparably injured in the event of a breach by the Stockholder of its obligations under this Agreement, (b) monetary damages may not be an adequate remedy for such breach and (c) the non-breaching party shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond or undertaking and without proof of damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other party has an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity.
9. Entire Agreement; Amendment. This Agreement and the BCA constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior and contemporaneous understandings and agreements related hereto (whether written or oral), to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. No provision of this Agreement may be explained or qualified by any agreement, negotiations, understanding, discussion, conduct or course of conduct or by any trade usage. Except as otherwise expressly stated herein, there is no condition precedent to the effectiveness of any provision hereof or thereof. This Agreement may not be changed, amended or modified as to any particular provision, except by a written instrument executed by all parties hereto, and cannot be terminated orally or by course of conduct. No provision hereof can be waived, except by a writing signed by the party against whom such waiver is to be enforced, and any such waiver shall apply only in the particular instance in which such waiver shall have been given.
10. Assignment. No party hereto may, except as set forth herein, assign either this Agreement or any of its rights, interests, or obligations hereunder, including by merger, consolidation, operation of law or otherwise, without the prior written consent of the other parties. Any purported assignment or delegation in violation of this paragraph shall be void and ineffectual, and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on the Stockholder, Seller, Acquiror and the Company and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.
11. Counterparts. This Agreement may be executed in any number of original, electronic or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. This Agreement shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties.
12. Severability. This Agreement shall be deemed severable, and a determination by a court or other legal authority that any provision that is not of the essence of this Agreement is legally invalid shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, the parties shall cooperate in good faith to substitute (or cause such court or other legal authority to substitute) for any provision so held to be invalid a valid provision, as alike in substance to such invalid or unenforceable provision as may be possible and be valid and enforceable.
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13. Governing Law; Jurisdiction; Jury Trial Waiver. Section 11.7 and Section 11.14 of the BCA are incorporated by reference herein to apply with full force to any disputes arising under this Agreement.
14. Notice. Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent or given in accordance with the terms of Section 11.3 of the BCA to the applicable party, and, with respect to each Stockholder, at the address set forth on Exhibit A.
15. Termination. This Agreement shall terminate on the earlier of the Closing or the termination of the BCA. No such termination shall relieve the Stockholder, Acquiror, Seller or the Company from any liability resulting from a breach of this Agreement occurring prior to such termination.
16. Adjustment for Stock Split. If, and as often as, there are any changes in Acquiror or the Stockholder Shares by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means, equitable adjustment shall be made to the provisions of this Agreement as may be required so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Stockholder, Acquiror, the Company, and the Stockholder Shares as so changed.
17. Further Actions. Each of the parties hereto agrees to execute and deliver hereafter any further document, agreement or instrument of assignment, transfer or conveyance as may reasonably be considered within the scope of such party’s obligations hereunder, as may be necessary or desirable to effectuate the purposes hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| ZHONG GUO LIANG TOU GROUP LIMITED | ||
| By: | /s/ Zhenjun Jiang | |
| Name: Zhenjun Jiang | ||
| Title: Director | ||
| IRON HORSE ACQUISITIONS CORP. | ||
| By: | /s/ Jose Antonio Bengochea | |
| Name: Jose Antonio Bengochea | ||
| Title: Chief Executive Officer | ||
| ROSY SEA HOLDINGS LIMITED | ||
| By: | /s/ Zhenjun Jiang | |
| Name: Zhenjun Jiang | ||
| Title: Director | ||
| BENGOCHEA SPAC SPONSORS I LLC (Stockholder) | ||
| By: | /s/ Jose Antonio Bengochea | |
| Name: Jose Antonio Bengochea | ||
| Title: Managing Member | ||
[Signature Page to Sponsor Support Agreement]
Exhibit A
Stockholders
| Stockholder |
No. of Acquiror Common Stock |
Address for Notices | ||
| Bengochea SPAC Sponsors I LLC | 1,932,000 | c/o Iron Horse Acquisitions Corp., P.O. Box 2506, Toluca Lake, CA 91610 |
Exhibit 10.9
SELLER SUPPORT AGREEMENT
This SELLER SUPPORT AGREEMENT, dated as of February 27, 2025 (this “Agreement”), is entered into by and among Rosy Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (the “Seller”), Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (the “Company”) and Iron Horse Acquisitions Corp., a Delaware corporation (“Acquiror”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA (as defined below).
WHEREAS, Acquiror, the Company, and the Seller are parties to that certain Amended and Restated Business Combination Agreement, dated as of December 18, 2024, as amended, modified or supplemented from time to time (the “BCA”), which provides, among other things, that, upon the terms and subject to the conditions thereof, each Company Share issued and outstanding immediately prior to the Closing Date shall be transferred to the Acquiror in exchange for the right of the Seller to receive, such number of newly issued shares of Acquiror Common Stock as determined in accordance with the BCA, which upon completion of the transaction contemplated therein, will result in the Company (including its subsidiaries) becoming the direct wholly owned subsidiary of the Acquiror;
WHEREAS, as of the date hereof, the Seller owns 100% of the Company Shares; and
WHEREAS, in order to induce the Acquiror to enter into the BCA, the Seller is executing and delivering this Agreement to the Acquiror.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree as follows:
1. Voting Agreements. The Seller agrees that, at any meeting of the Company’s shareholders related to the approval of the BCA and the transactions contemplated by the BCA (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s shareholders related to the approval of the BCA and the transactions contemplated by the BCA (all meetings or consents related to the BCA, collectively referred to herein as the “Meeting”), the Seller shall:
| (a) | when the Meeting is held, appear at the Meeting or otherwise cause the Seller’s Company Shares to be counted as present thereat for the purpose of establishing a quorum; |
| (b) | vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Seller’s Company Shares in favor of the BCA and the transactions contemplated thereby; |
| (c) | authorize and approve any amendment to the Company’s organizational documents that is deemed necessary or advisable by the Company for purposes of effecting the transactions contemplated by the BCA; and |
| (d) | vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Seller’s Company Shares against any other action that, to the knowledge of Seller, would reasonably be expected to (x) impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by the BCA, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Seller contained in this Agreement. |
2. Restrictions on Transfer. The Seller agrees that it shall not sell, assign or otherwise transfer any of the Seller’s Company Shares unless the buyer, assignee or transferee thereof executes a joinder agreement to this Agreement in a form reasonably acceptable to Acquiror. The Company shall not register any sale, assignment or transfer of the Seller’s Company Shares on the Company’s stock ledger (book entry or otherwise) that is not in compliance with this Section 2.
3. New Securities. During the period commencing on the date hereof and ending on the earlier to occur of (a) the Closing, and (b) such date and time as the BCA shall be terminated, in the event that, (i) any Company Shares or other equity securities of the Company are issued to the Seller pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of Company securities owned by the Seller, (ii) the Seller purchases or otherwise acquires beneficial ownership of any Company Shares or other equity securities of Company after the date of this Agreement, or (iii) the Seller acquires the right to vote or share in the voting of any Company Shares or other equity securities of Company after the date of this Agreement (such Company Shares or other equity securities of the Company, collectively the “New Securities”), then such New Securities acquired or purchased by the Seller shall be subject to the terms of this Agreement to the same extent as if they constituted the Seller’s Company Shares as of the date hereof.
4. No Challenge. The Seller agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Acquiror, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the BCA or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the BCA.
5. Waiver. The Seller hereby irrevocably and unconditionally waives any rights of appraisal, dissenter’s rights and any similar rights relating to the BCA and the consummation by the parties of the transactions contemplated thereby, that the Seller may have under applicable law.
6. Consent to Disclosure. The Seller hereby consents to the publication and disclosure in the Form S-4 and the Proxy Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other documents or communications provided by the Acquiror or the Company to any Governmental Authority (as defined in the BCA) or to securityholders of the Acquiror) of such Seller’s identity and beneficial ownership of Seller’s Company Shares and the nature of such Seller’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by the Acquiror or the Company, a copy of this Agreement. The Seller will promptly provide any information reasonably requested by the Acquiror or the Company for any regulatory application or filing made or approval sought in connection with the transactions contemplated by the BCA (including filings with the SEC).
7. Seller Representations: The Seller represents and warrants to Acquiror and the Company, as of the date hereof, that:
| (a) | The Seller has full right and power, without violating any agreement to which it is bound to enter into this Agreement; |
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| (b) | the Seller is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the Seller’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Seller; |
| (c) | this Agreement has been duly executed and delivered by the Seller and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of the Seller, enforceable against the Seller in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies); |
| (d) | the execution and delivery of this Agreement by the Seller does not, and the performance by the Seller of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of the Seller, or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Seller of its obligations under this Agreement; |
| (e) | there are no Actions (as defined in the BCA) pending against the Seller or, to the knowledge of the Seller, threatened against the Seller, before (or, in the case of threatened Actions, that would be before) any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by the Seller of its obligations under this Agreement; |
| (f) | no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the Seller or, to the knowledge of the Seller, by the Company; |
| (g) | the Seller has had the opportunity to read the BCA and this Agreement and has had the opportunity to consult with its tax and legal advisors; |
| (h) | the Seller has not entered into, and shall not enter into, any agreement that would prevent the Seller from performing any of the Seller’s obligations hereunder; |
| (i) | the Seller has good title to the Seller’s Company Shares opposite the Seller’s name on Exhibit A, free and clear of any Liens other than Permitted Liens, and the Seller has the sole power to vote or cause to be voted such Seller’s Company Shares; and |
| (j) | the Seller’s Company Shares identified in Section 2 of this Agreement are the only shares of the Company’s outstanding capital stock owned of record or beneficially owned by the Seller as of the date hereof (including, without limitation, shares that may be obtained upon the conversion of convertible securities), and none of the Seller’s Company Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Seller’s Company Shares that is inconsistent with the Seller’s obligations pursuant to this Agreement. |
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8. Damages; Remedies. Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The Seller hereby agrees and acknowledges that (a) Acquiror and the Company would be irreparably injured in the event of a breach by the Seller of its obligations under this Agreement, (b) monetary damages may not be an adequate remedy for such breach and (c) the non-breaching party shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond or undertaking and without proof of damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other party has an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity.
9. Entire Agreement; Amendment. This Agreement and the BCA constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior and contemporaneous understandings and agreements related hereto (whether written or oral), to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. No provision of this Agreement may be explained or qualified by any agreement, negotiations, understanding, discussion, conduct or course of conduct or by any trade usage. Except as otherwise expressly stated herein, there is no condition precedent to the effectiveness of any provision hereof. This Agreement may not be changed, amended or modified as to any particular provision, except by a written instrument executed by all parties hereto, and cannot be terminated orally or by course of conduct. No provision hereof can be waived, except by a writing signed by the party against whom such waiver is to be enforced, and any such waiver shall apply only in the particular instance in which such waiver shall have been given.
10. Assignment. No party hereto may, except as set forth herein, assign either this Agreement or any of its rights, interests, or obligations hereunder, including by merger, consolidation, operation of law or otherwise, without the prior written consent of the other parties. Any purported assignment or delegation in violation of this paragraph shall be void and ineffectual, and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on the Seller, the Acquiror and the Company and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.
11. Counterparts. This Agreement may be executed in any number of original, electronic or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. This Agreement shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties.
12. Severability. This Agreement shall be deemed severable, and a determination by a court or other legal authority that any provision that is not of the essence of this Agreement is legally invalid shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, the parties shall cooperate in good faith to substitute (or cause such court or other legal authority to substitute) for any provision so held to be invalid a valid provision, as alike in substance to such invalid or unenforceable provision as may be possible and be valid and enforceable.
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13. Governing Law; Jurisdiction; Jury Trial Waiver. Section 11.7 and Section 11.14 of the BCA are incorporated by reference herein to apply with full force to any disputes arising under this Agreement.
14. Notice. Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent or given in accordance with the terms of Section 11.3 of the BCA to the applicable party.
15. Termination. This Agreement shall terminate on the earlier of the (i) Closing, or (ii) termination of the BCA. No such termination shall relieve the Seller, Acquiror or the Company from any liability resulting from a breach of this Agreement occurring prior to such termination.
16. Adjustment for Stock Split. If, and as often as, there are any changes in the Seller’s Company Shares by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means, equitable adjustment shall be made to the provisions of this Agreement as may be required so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Seller, Acquiror, the Company, the Seller’s Company Shares as so changed.
17. Further Actions. Each of the parties hereto agrees to execute and deliver hereafter any further document, agreement or instrument of assignment, transfer or conveyance as may reasonably be considered within the scope of such party’s obligations hereunder, as may be necessary or desirable to effectuate the purposes hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| IRON HORSE ACQUISITIONS CORP. | |||
| By: | /s/ Jose Bengochea | ||
| Name: | Jose Bengochea | ||
| Title: | Chief Executive Officer | ||
| ZHONG GUO LIANG TOU GROUP LIMITED | |||
| By: | /s/ Zhenun Jiang | ||
| Name: | Zhenjun Jiang | ||
| Title: | Director | ||
| ROSY SEA HOLDINGS LIMITED | |||
| By: | /s/Zhenun Jiang | ||
| Name: | Zhenjun Jiang | ||
| Title: | Director | ||
Exhibit A
Seller
|
Seller |
Number of Company Shares | |
| Rosy Sea Holdings Limited | 1 |