CN Healthy Food Tech Group Corp 10-K for FY2023

CN Healthy Food Tech Group Corp. (UCFI)

10-K 2024-04-01 For: 2023-12-31

Added on April 07, 2026

About this 10-K

CN Healthy Food Tech Group Corp filed this 10-K on April 1, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $308.79K; compared with a net loss of $181K a year earlier

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Delaware		333-275076		85-1783294
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

P.O. Box 2506 Toluca Lake, CA		91610
(Address of Principal Executive Offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	IROH	The Nasdaq Stock Market LLC
Rights	IROHR	The Nasdaq Stock Market LLC
Units	IROHU	The Nasdaq Stock Market LLC
Warrants	IROHW	The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☒

part I
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	14
ITEM 1B.	UNRESOLVED STAFF COMMENTS	14
ITEM 1C.	CYBERSECURITY	15
ITEM 2.	PROPERTIES	15
ITEM 3.	LEGAL PROCEEDINGS	15
ITEM 4.	MINE SAFETY DISCLOSURES	15

part II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	16
ITEM 6.	[RESERVED]	17
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	20
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	20
ITEM 9A.	CONTROLS AND PROCEDURES	21
ITEM 9B.	OTHER INFORMATION	21
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	21

part III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	22
ITEM 11.	EXECUTIVE COMPENSATION	29
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	30
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	32
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	34

part IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	35

Name	Age	Title
Jose Antonio Bengochea	32	Chief Executive Officer and Director
Brian Turner	63	Chair
Ken Hertz	64	Director
Jane Waxman	58	Chief Financial Officer and Director
William Caragol	57	Chief Operating Officer
Scott Morris	65	Director

Name of Individual(s)	Name of Affiliated Company	Position at Affiliated Company

Jose Antonio Bengochea	Bengochea Capital, LLC Bengochea SPAC Sponsors I LLC	CEO, Founder CEO

Jane Waxman	None	None

William J. Caragol, Jr	Quidem LLC Mainz Biomed N.V. Hawaiian Springs Water Janover, Inc. Worksport Ltd. Thermomedics Inc.	Managing Director CFO Director Director Director Chairman

Brian Virgil Turner	Microvision, Inc. McKinstry Inc. Institute of Systems Biology Ecellix Inc. Netwrix, Inc.	Director, Audit Chair Director, Audit Chair Director, Audit Chair Director Director

	Avista Gonzaga University, Board of Trustees	Chairman of the Board Director
Scott Lawrence Morris
	McKinstry Inc.	Director

	California Water Service	Director

Ken Hertz	Hertz Lichtenstein Young & Polk LLP Membrain, LLC JUST Goods, Inc.	Partner Founder Director, Co-Founder

	●	each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

	●	each of our officers and directors; and

	●	all of our officers and directors as a group.

Name and Address of Beneficial Owner ⁽¹⁾	Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Shares of Common Stock
Jose Antonio Bengochea ⁽²⁾		385,000		4.34	%
Brian Turner ⁽³⁾		100,000		1.13	%
Jane Waxman		40,000		*
William Caragol ⁽⁴⁾		80,000		1.04	%
Ken Hertz		30,000		*
Scott Morris ⁽⁵⁾		45,000		*
Bengochea SPAC Sponsors I LLC ^{(6) (7)}		1,695,000		19.11	%
All directors and executive officers as a group (6 individuals) ⁽⁸⁾		680,000		7.67	%⁽⁹⁾

(1)	Unless otherwise indicated, the business address of each of the individuals is c/o Iron Horse Acquisitions Corp., P.O. 2506, Toluca Lake, California 91610. Share amounts indicated for each director and each officer are inclusive of both amounts held by the sponsor on behalf of each individual for their service as a director or officer of the Company as well as amounts held by the sponsor on behalf of each individual, to the extent applicable, in their capacities as investors in the sponsor.
(2)	Figures in this row include 47,500 shares held by the sponsor on behalf of Mr. Bengochea for his service as a director and officer of the Company as well as 337,500 shares held by the sponsor on behalf of Bengochea Capital LLC, a limited liability company controlled solely by Mr. Bengochea, on the basis of funds invested by Bengochea Capital LLC in the sponsor.
(3)	Figures in this row include 45,000 shares held by the sponsor on behalf of Mr. Turner for his service as a director of the Company as well as 55,000 shares held by the sponsor on behalf of Mr. Turner on the basis of funds invested by Mr. Turner in the sponsor.
(4)	Figures in this row include 30,000 shares held by the sponsor on behalf of Mr. Caragol for his service as an officer of the Company as well as 50,000 shares held by the sponsor on behalf of Mr. Caragol on the basis of funds invested by Mr. Caragol in the sponsor.
(5)	Figures in this row include 20,000 shares held by the sponsor on behalf of Mr. Morris for his service as a director of the Company as well as 25,000 shares held by the sponsor on behalf of Mr. Morris on the basis of funds invested by Mr. Morris in the sponsor.
(6)	Prior to the consummation of our IPO, virtually all of the shares of the Company were held by the sponsor. Amounts held by the sponsor are inclusive of (a) amounts held on behalf of directors and officers for their service as such, (b) amounts held on behalf of the various constituent investors in the sponsor, and (c) 252,000 shares in the aggregate which could potentially be forfeited depending on the extent to which the underwriters’ over-allotment option is exercised in connection with our IPO. Excluding amounts held by the sponsor on behalf of directors and officers for their service, prior to the consummation of the offering, the number of shares held by the sponsor is 1,684,500.
(7)	This figure includes shares held by the sponsor on behalf of Ms. Lisa Hatton Harrington, a former member of the Board of Directors who resigned from the Board of Directors on January 21, 2024.
(8)	Figures in this row include all shares held by the sponsor on behalf of our directors and officers as a group, whether such shares are attributable to a director or officer on the basis of his or her service as such or on the basis of funds invested by a director or officer in the sponsor (including, in the case of Mr. Bengochea, funds invested through Bengochea Capital LLC).
(9)	All percentages are approximate, and are based upon a total of 8,867,000 shares of common stock outstanding (inclusive of shares included in our units) as of March 28, 2024.
(*)	Less than 1%, rounded down to the nearest 0.1%

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 206)	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Changes in Stockholders’ Deficit	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7

Exhibit No.		Description
1.1		Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
3.2		Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
4.2		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
4.4		Specimen Rights Certificate (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
4.5		Warrant Agreement, dated December 27, 2023, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
4.6		Rights Agreement, dated December 27, 2023, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
4.7		Description of Registrant’s Securities
10.1		Investment Management Trust Agreement, dated December 27, 2023, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
10.2		Stock Escrow Agreement, dated December 27, 2023, among the Company, Continental Stock Transfer & Trust Company, and Bengochea SPAC Sponsors I LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
10.3		Private Warrant Subscription Agreement, dated December 27, 2023, between the Company and Bengochea SPAC Sponsors I LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
10.4		Letter Agreements, dated December 27, 2023, with Bengochea SPAC Sponsors I LLC and each of the Company’s directors and officers (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
10.5		Indemnity Agreements, dated December 27, 2023, with each of the Company’s directors and officers (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
10.6		Registration Rights Agreement, dated December 27, 2023, among the Company, Bengochea SPAC Sponsors I LLC, and each of the Company’s directors and officers (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
10.7		Promissory Note (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
10.8		Administrative Services Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
14		Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
16		Letter of Marcum LLP to the Securities and Exchange Commission, dated October 18, 2023 (incorporated by reference to Exhibit 16 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
99.1		Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
99.2		Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
99.3		Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1		Clawback Policy.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Dated: April 1, 2024	IRON HORSE ACQUISITIONS CORP.

	By:	/s/ Jose Bengochea
	Name:	Jose A. Bengochea
	Title:	Chief Executive Officer

Name	Position	Date

/s/ Jose Bengochea	Chief Executive Officer	April 1, 2024
Jose Bengochea	(Principal Executive Officer) and Director

/s/ Jane Waxman	Chief Financial Officer and Director	April 1, 2024
Jane Waxman	(Principal Financial and Accounting Officer)

/s/ Brian Turner	Chair of the Board	April 1, 2024
Brian Turner

/s/ William Caragol	Chief Operating Officer	April 1, 2024
William Caragol

/s/ Scott Morris	Director	April 1, 2024
Scott Morris

/s/ Ken Hertz	Director	April 1, 2024
Ken Hertz

Report of Independent Registered Public Accounting Firm (PCAOB ID 206)	F-2
Financial Statements:
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Changes in Stockholders’ Deficit	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7 to F-19

	December 31,			December 31,
	2023			2022
Assets
Current assets
Cash	$	656,977		$	—
Prepaid expenses		33,157			—
Total Current Assets		690,134			—
Deferred offering costs		—			671,667
Cash held in trust account		69,000,000			—
Total Assets	$	69,690,134		$	671,667

Liabilities and Stockholders’ Deficit
Current liabilities
Accrued expenses	$	70,810		$	70,011
Accrued offering costs		221,914			106,250
Overallotment liability		11,135			—
Promissory note – related party		557,781			670,780
Total Current Liabilities		861,640			847,041
Deferred underwriting fee payable		2,518,500			—
Total Liabilities		3,380,140			847,041

Commitments and Contingencies (Note 6)

Common stock subject to possible redemption, 6,900,000 shares at redemption value of $10.00 per share at December 31, 2023 and none at December 31, 2022		69,000,000			—

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Common stock, $0.0001 par value; 50,000,000 shares authorized, 1,999,200 and 1,932,000 shares issued and outstanding (excluding 6,900,000 and 0 shares subject to possible redemption) at December 31, 2023 and 2022, respectively ⁽¹⁾		200			193
Additional paid-in capital		—			24,807
Accumulated deficit		(2,690,206	)		(200,374	)
Total Stockholders’ Deficit		(2,690,006	)		(175,374	)
Total Liabilities and Stockholders’ Deficit	$	69,690,134		$	671,667

	For the Year Ended December 31,
	2023			2022
Formation and operational costs	$	309,018		$	181,003
Loss from operations		(309,018	)		(181,003	)

Other income:
Interest earned on marketable securities held in Trust Account		—			—
Total other income		—			—

Loss before provision for income taxes		(309,018	)		(181,003	)
Provision for income taxes		226			—
Net loss	$	(308,792	)	$	(181,003	)

Basic and diluted weighted average shares outstanding of redeemable shares		71,429			—
Basic and diluted net loss per common share, redeemable shares	$	(0.17	)	$	—
Basic weighted average shares outstanding of non-redeemable shares⁽¹⁾		1,709,423			1,708,000
Basic net loss per common share, non-redeemable shares	$	(0.17	)	$	(0.11	)
Diluted weighted average shares outstanding of non-redeemable shares⁽¹⁾		1,764,192			1,708,000
Diluted net loss per common share, non-redeemable shares	$	(0.17	)	$	(0.11	)

	Common Stock Subject to Possible Redemption				Common Stock				Additional Paid-In			Accumulated			Shareholders’ Equity
	Shares		Amount		Shares		Amount		Capital			Deficit			(Deficit)
Balance – December 31, 2021		—	$	—		1,932,000	$	193	$	24,807		$	(19,371	)	$	5,629

Net loss		—		—		—		—		—			(181,003	)		(181,003	)

Balance - December 31, 2022⁽¹⁾		—		—		1,932,000		193		24,807			(200,374	)		(175,374	)

Issuance of founder shares		—		—		32,200		3		(3	)		—			—

Sale of units at initial public offering		6,900,000		69,000,000		—		—		—			—			—

Sale of 2,457,000 private placement warrants		—		—		—		—		2,457,000			—			2,457,000

Fair Value of public warrants at issuance		—		—		—		—		43,470			—			43,470

Fair value of rights included in public units		—		—		—		—		3,283,710			—			3,283,710

Allocated value of transaction costs to Common Stock		—		—		—		—		(275,665	)		—			(275,665	)

Issuance of Representative Shares		—				35,000		4		—			—			4

Remeasurement of Common Stock subject to possible redemption		—		—		—		—		(5,533,319	)		(2,181,040	)		(7,714,359	)

Net loss		—		—		—		—		—			(308,792	)		(308,792	)
Balance - December 31, 2023⁽¹⁾		6,900,000	$	69,000,000		1,999,200	$	200	$	—		$	(2,690,206	)	$	(2,690,006	)

	Year Ended December 31,			Year Ended December 31,
	2023			2022
Cash Flows from Operating Activities:
Net loss	$	(308,792	)	$	(181,003	)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of office expenses made by sponsor		269,251			113,601
Courtesy discount on legal fees		(11,301	)		—
Changes in operating assets and liabilities:
Prepaid expenses		(33,157	)		—
Accounts payable and accrued expenses		799			67,402
Net cash used in operating activities		(83,200	)		—

Cash Flows from Investing Activities:
Investment of cash into trust Account		(69,000,000	)		—
Net cash used in investing activities		(69,000,000	)		—

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		68,413,500			—
Proceeds from sale of private placements warrants		2,457,000			—
Repayment of promissory note - related party		(1,014,523	)		—
Payment of offering costs		(115,800	)		—
Net cash provided by financing activities		69,740,177			—

Net Change in Cash and cash equivalents		656,977			—
Cash and cash equivalents – Beginning of period		—			—
Cash and cash equivalents – End of period	$	656,977		$	—

Non-Cash investing and financing activities:
Remeasurement of Common Stock subject to possible redemption	$	7,714,359		$	—
Deferred underwriting fee payable	$	2,518,500		$	—
Issuance of representative shares	$	4		$	—
Issuance of founder shares	$	3		$	—
Offering costs included in accrued offering costs	$	221,914		$	106,250
Offering costs paid via promissory notes	$	632,273		$	507,986

Gross proceeds	$	69,000,000
Less:
Proceeds allocated to Public Warrants		(43,470	)
Proceeds allocated to Public Rights		(3,283,710	)
Proceeds allocated to over-allotment option		(11,135	)
Common stock issuance cost		(4,376,044	)
Plus:
Remeasurement of carrying value to redemption value		7,714,359
Common stock subject to possible redemption, December 31, 2023	$	69,000,000

	For the Year Ended						For the Year Ended
	December 31, 2023						December 31, 2022
	Redeemable			Non-redeemable			Redeemable		Non-redeemable
Basic net loss per common stock
Numerator:
Allocation of net loss	$	(12,385	)	$	(296,407	)	$	—	$	(181,003	)
Denominator:
Basic weighted average shares outstanding		71,429			1,709,423			—		1,708,000
Basic net loss per common stock	$	(0.17	)	$	(0.17	)	$	—	$	(0.11	)
Diluted net loss per common stock
Numerator:
Allocation of net loss	$	(12,016	)	$	(296,776	)	$	—	$	(181,003	)
Denominator:
Diluted weighted average shares outstanding		71,429			1,764,192			—		1,708,000
Diluted net loss per common stock	$	(0.17	)	$	(0.17	)	$	—	$	(0.11	)

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

	●	if, and only if, the last reported sale price (the “closing price”) of common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period commencing at any time after the shares underlying the warrants have become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

	Level		December 31, 2023
Assets:
Cash held in Trust Account		1	$	69,000,000
Liabilities:
Over-allotment option		3	$	11,135
Equity:
Fair value of Public Warrants for common stock subject to possible redemption allocation		3	$	43,470
Fair value of Public Rights for common stock subject to possible redemption allocation		3	$	3,283,710

	December 29, 2023
Market price of public stock	$	9.52
Term (years)		2.38
Risk-free rate		4.07	%
Volatility		3.27	%

Date: April 1, 2024	By:	/s/ Jose Antonio Bengochea
		Jose Antonio Bengochea
		Chief Executive Officer

Date: April 1, 2024	By:	/s/ Jane Waxman
		Jane Waxman Chief Financial Officer