CN Healthy Food Tech Group Corp 8-K, filed Oct 6, 2025
CN Healthy Food Tech Group Corp. (UCFI)
About this 8-K
CN Healthy Food Tech Group Corp filed this 8-K on October 6, 2025, reporting on events of September 30, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 3.02: Unregistered sale of equity
- Item 3.03: Change to shareholders' rights
- Item 5.01: Change in control
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.05: Code of ethics change or waiver
- Item 5.06: Change in shell company status
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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INTRODUCTORY NOTE
Unless the context otherwise requires, “we,” “us,” “our,” “CN Healthy” and the “Company” refer to CN Healthy Food Tech Group Corp., a Delaware corporation (f/k/a Iron Horse Acquisitions Corp., a Delaware corporation), and its consolidated subsidiaries following the Closing (as defined below). Unless the context otherwise requires, references to “Iron Horse” refer to Iron Horse Acquisition Corp., a Delaware corporation, prior to the Closing. All references herein to the “Board” refer to the board of directors of the Company.
Terms used in this Current Report on Form 8-K (this “Report”) but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the Proxy Statement/Prospectus (as defined below) in the section entitled “Frequently Used Terms” beginning on page 2 thereof, and such definitions are incorporated herein by reference.
Item 1.01. Entry into a Material Definitive Agreement.
Business Combination
As disclosed in the proxy statement/prospectus (the “Proxy Statement/Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) by Iron Horse on May 15, 2025, Iron Horse entered into a Business Combination Agreement (the “Original BCA”), dated as of September 27, 2024 (as amended and restated on December 18, 2024, and as further amended on August 31, 2025 and September 12, 2025, the “BCA”), with Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (“CFI”), and Rosy Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Seller”) and the owner of 100% of the issued and outstanding capital stock of CFI. On December 18, 2024, Iron Horse, CFI and the Seller entered into an Amended and Restated Business Combination Agreement (the “Amended BCA”), pursuant to which parties (i) included CFI was included as a party to the Business Combination made certain representations and warranties; (ii) agreed that compensation to the Sponsor in the amount of $2,000,000 should be paid at the Closing; and (iii) updated Section 11.6 of the Original BCA to include the additional Acquiror expenses that will be paid by the Seller at the Closing and to include that the Acquiror Financing Note (as defined in the Amended BCA) will remain outstanding if the Closing does not occur due to a Terminating Acquiror Breach (as defined in the Amended BCA), that is not cured, or regulatory action.
On August 31, 2025, Iron Horse entered into an amendment to the Amended BCA (“Amendment No. 2”) with Seller and CFI. Prior to the Amendment No. 2, the Amended BCA provided that Iron Horse may terminate the Business Combination Agreement if the closing of the Business Combination has not occurred on or before September 1, 2025 (the “Agreement End Date”). Pursuant to the Amendment No. 2, the Agreement End Date is extended from September 1, 2025 to September 15, 2025. On September 12, 2025, Iron Horse entered into another amendment to the Amended BCA with Seller and CFI to further extend the Agreement End Date from September 15, 2025 to September 30, 2025.
The Business Combination Agreement provided that, at the Closing, Iron Horse would purchase from Seller the issued and outstanding ordinary shares of CFI in exchange for shares of common stock of Iron Horse, par value $0.0001 per share (the “Common Stock”), as a result of which CFI would become a wholly owned subsidiary of Iron Horse (the “Business Combination” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”).
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Special Meeting and Closing of the Transactions
On June 20, 2025, Iron Horse held a special meeting, at which the Iron Horse stockholders considered and adopted, among other matters, a proposal to approve the Business Combination, including (a) adopting the Business Combination Agreement and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in the Proxy Statement/Prospectus.
Pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement, following the Special Meeting, on September 30, 2025 (the “Closing Date”), the Transactions were consummated (the “Closing”).
Item 2.01 of this Report discusses the consummation of the Transactions and the entry into agreements relating thereto and is incorporated herein by reference.
Shareholder Support Agreement
On February 27, 2025, Seller, Iron Horse and CFI entered into a voting and support agreement pursuant to which, among other things, Seller agreed that it would not transfer and would vote its ordinary shares of CFI in favor of the Business Combination Agreement (including by execution of a written consent) and the Transactions, and that it would take such other actions as may be necessary to further its performance of the Business Combination Agreement and the consummation of the Transactions.
Sponsor Support Agreement
On March 6, 2025, Seller, Iron Horse and Bengochea SPAC Sponsors I LLC, a Delaware limited liability company (the “Sponsor”) entered into a voting support agreement pursuant to which, among other things, the Sponsor agreed that it would not transfer and would vote its shares of Common Stock and Iron Horse’s preferred stock, or any additional shares of Common Stock or Iron Horse’s preferred stock that it acquires prior to the Stockholder Meeting (as defined in the Business Combination Agreement), in favor of the Business Combination Agreement and the Transactions and each of the Transaction Proposals.
Letter Agreement
On April 2, 2025, the Sponsor and Zhenjun Jiang, entered into the Letter Agreement that provided for additional funding, in the form of loans, by the Sponsor to Iron Horse, and by Mr. Jiang to the Sponsor to support certain of the financial obligations of Iron Horse through the consummation of the Business Combination.
The Letter Agreement contemplated that the Sponsor would loan, in the aggregate, $650,000 to Iron Horse (the “Loan”). The Loan would be made pursuant to the promissory note, dated November 30, 2021, as amended on July 22, 2023. $200,000 was loaned to Iron Horse on April 3 and 4, 2025.
The balance of the Loan in the aggregate amount of $450,000 will be made in two tranches to the Sponsor by Mr. Jiang. The first tranche in the amount of $229,770 was delivered by Mr. Jiang to the Sponsor on March 25, 2025, and loaned to Iron Horse by the Sponsor to make the extension payment to extend the date by which Iron Horse can consummate the Business Combination to June 29, 2025. The second tranche in the amount of $220,230 was paid directly to Iron Horse by Mr. Jiang on behalf of the Sponsor on May 20, 2025.
The Loan shall be reduced by $73,511.33 which is 50% of any amount in excess of $2,000,000 that remained in the Trust Account after the consummation of the Business Combination. The Sponsor has agreed to repay the balance to Mr. Jiang no later than March 31, 2026. As an incentive to the funding the Loan, CFI has excluded 200,000 of the Founder Shares held by the Sponsor from the Lock-Up.
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Lock-Up Agreement
On September 30, 2025, in connection with the consummation of the Business Combination, the Seller entered into lock-up agreements with Iron Horse pursuant to which, among other things, Seller agreed that it would not sell, for 180 days after September 30, 2025, the shares of Common Stock it receives under the Business Combination Agreement.
Registration Rights Agreement
On September 30, 2025, CN Healthy entered into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”) with the Sponsor and other investors (collectively, the “Iron Horse Insiders”). The A&R Registration Rights Agreement provides the Iron Horse Insiders with resale registration rights for specified Iron Horse securities following the closing of the Business Combination.
“Registrable Securities” include (i) 1,967,000 Founder Shares, (ii) 2,457,000 private warrants and the underlying shares, (iii) the consideration shares issuable to the Seller at closing, (iv) 500,000 consulting shares issuable to each of Jose A. Bengochea and William Caragol at closing, and (v) any securities issuable upon conversion of certain loans, plus customary anti-dilution adjustments.
The A&R Registration Rights Agreement provided that CN Healthy must file a shelf registration covering all Registrable Securities on or before five business days after consummation of the Business Combination and use commercially reasonable efforts to obtain effectiveness promptly and to file the related Rule 424 prospectus within two business days after effectiveness. By agreement of the parties dated October 6, 2025, the A&R Registration Rights Agreement was amended to require that the initial filing be made no later than October 20, 2025. In addition to mandatory registration, the Iron Horse Insiders receive customary piggy-back rights (subject to underwriter cutbacks) and up to two short-form (Form S-3) demand resales (non-underwritten) meeting a minimum size threshold.
The A&R Registration Rights Agreement includes customary suspension mechanics, blue sky efforts, listing cooperation, indemnification and contribution, Company payment of registration expenses (excluding selling commissions), and Rule 144 covenants.
Consulting Agreements
On September 30, 2025, in connection with the consummation of the Business Combination, CN Healthy into a Consulting Agreement with each of Mr. Bengochea and Mr. Caragol (the “Consulting Agreements”), which became effective at the closing. Mr. Bengochea and Mr. Caragol shall assist CN Healthy’s management and Board of Directors with advisory services as mutually agreed. The Consulting Agreement will be for a six-month term post-Closing, unless earlier terminated or extended by the parties. The consulting fee shall be 500,000 restricted shares of the Company’s common stock, which shares shall be registered on a registration statement post-Closing. Any additional compensation to be paid upon extension of the term shall be mutually agreed to by and between CN Healthy and each of Mr. Bengochea and Mr. Caragol. CN Healthy shall reimburse each of Mr. Bengochea and Mr. Caragol for ordinary and customary expenses incurred in performing the consulting services. Any extraordinary expenses, require consent of the Company.
Satisfaction and Discharge Agreement with DBC
On September 30, 2025, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement (the “DBC Satisfaction Agreement”) in connection with the Underwriting Agreement, dated December 27, 2023 (the “Underwriting Agreement”), with D. Boral Capital LLC, formerly known as EF Hutton, LLC (“DBC”), in which pursuant to that certain Underwriting Agreement the Company was due to pay $2,518,500 to DBC as deferred underwriting commission (the “Deferred Underwriting Commission”) upon the closing of the business combination. In lieu of the Company tendering the full amount of Deferred Underwriting Commission, the Company and DBC entered into the Satisfaction Agreement, pursuant to which DBC accepted a combination of $500,000 in cash (the “DBC Cash Payment”) upon the closing of the Business Combination, and a $2,018,000 promissory note (the “DBC Promissory Note”) as full satisfaction of the Deferred Underwriting Commission. Satisfaction and discharge of the Deferred Underwriting Commission is dependent on the Company’s delivery of the Cash Payment at the closing of the Business Combination and the execution of the DBC Promissory Note within forty-five (45) days from the execution of the DBC Satisfaction Agreement. In the event that the Company fails to repay the amount due under the DBC Promissory Note within forty-five (45) days of its execution, the Company agrees to issue five million shares of its Common Stock (which it has reserved) to DBC, provided that no such issuance would result in DBC’s beneficial ownership exceeds 4.99% of the outstanding shares of CN Healthy’s Common Stock, and cause to be filed with the SEC a registration statement under the Securities Act of 1933, as amended.
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The summary above is qualified in its entirety by reference to the complete text of the DBC Satisfaction Agreement and the DBC Promissory Note, a copy of each is attached hereto as Exhibits 10.1 and 10.2 and is incorporated herein. Unless otherwise defined herein, the capitalized terms used above are defined in the Satisfaction Agreement.
On September 30, 2025, Iron Horse and CFI jointly issued a $2,018,000 senior promissory note to DBC, maturing November 17, 2025, bearing 15% default interest upon an event of default as defined therein. On the same day, Iron Horse paid $500,000 in cash to DBC.
Satisfaction and Discharge Agreement with Sponsor
On September 30, 2025, the Company reached an understanding with the Sponsor to addresses CFI’s obligation under the Business Combination Agreement to fund $3,079,293.09 of Sponsor payments (the “Sponsor Debt”) at the closing of the Business Combination. As part of the understanding, Iron Horse paid $1,657,949.96 in cash to the Sponsor to the Sponsor to repay the Sponsor Debt in part.
Separately, also on September 30, 2025, Iron Horse (and its successors in interest, including CN healthy) issued a senior promissory note (the “Sponsor Promissory Note”) in the original principal amount of $1,421,343.13 to the Sponsor. The Sponsor Promissory Note matures on November 15, 2025; upon any Event of Default (defined in below), the outstanding balance bears default interest at 15% per annum until cured.
To secure repayment, Iron Horse reserved with Continental Stock Transfer & Trust (“Continental”) 5,000,000 shares of Common Stock (the “Sponsor Reserve Shares”) pursuant to irrevocable transfer agent instructions on September 30, 2025. If the principal amount of the Sponsor Promissory Note is not timely paid, the Sponsor may, without Iron Horse or the Company’s consent, deliver a notice directing Continental to transfer Reserve Shares (subject to a 4.99% beneficial-ownership cap) to itself (the “Sponsor Delivery Notice”); failure to deliver within 48 hours constitutes an Event of Default (as defined in below) which triggers the 15% default interest as described above. The Company must file a resale registration statement for any Reserve Shares issued within 60 days of Continental’s receipt of a Sponsor Delivery Notice.
Events of Default include failure to deposit/maintain/deliver Reserve Shares, failure to eliminate legal/listing impediments, failure to pay any remaining balance within five business days after the Holder’s last sale of Reserve Shares, and specified bankruptcy events (with acceleration upon certain triggers). The note is prepayable without premium, includes fee-shifting (including in-house counsel), provides for e-mail notice, and is governed by New York law with exclusive New York forum selection.
The summary above is qualified in its entirety by reference to the complete text of the Sponsor Promissory Note, a copy of each is attached hereto as Exhibit 10.3 and is incorporated herein. Unless otherwise defined herein, the capitalized terms used above are defined in the Satisfaction Agreement.
Promissory Note to Cover Closing Costs
On September 29, 2025, Iron Horse and its successors in interest (including CN Healthy, the “Borrower”) issued a promissory note (the “Jiao Note”) to Yanjun Jiao (the “Lender”) to cover part of the costs of the Business Combination. The Jiao Note bears no interest and has a principal amount matures on October 13, 2025. In the event that the Borrower fails to repay the Jiao Note by October 13, 2025, the Lender may elect to convert the unpaid principal amount into a total of 650,000 shares of Common Stock of CN Healthy. Iron Horse received the principal amount of $1,000,000 on September 29, 2025. The summary above is qualified in its entirety by reference to the complete text of the Jiao Note, a copy of each is attached hereto as Exhibit 10.3 and is incorporated herein.
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Item 2.01. Completion of Acquisition or Disposition of Assets.
As described in Item 1.01 above, on June 20, 2025, Iron Horse held the Special Meeting, at which the Iron Horse stockholders considered and adopted, among other matters, a proposal to approve the Business Combination Agreement and the Transactions. On September 30, 2025, the Business Combination was consummated. In connection with the Closing, Iron Horse changed its name from Iron Horse Acquisitions Corp. to CN Health Food Tech Group Corp.
Holders of 6,701,349 shares of Common Stock, sold in Iron Horse’s initial public offering properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from Iron Horse’s initial public offering, calculated as of two business days prior to the Closing, which was approximately $10.60 per share, or $71,066,578.63 in the aggregate.
As a result of the Business Combination, each outstanding unit of Iron Horse into (i) one share of Common Stock, par value $0.0001 per share, (ii) one right to receive one-fifth (1/5) of a share of Common Stock upon the consummation of the Business Combination, and (iii) one warrant to purchase one share of Common Stock at an exercise price of $11.50 per share.
Each share of the common stock of Iron Horse was converted into one share of Common Stock of CN Healthy. Each warrant of Iron Horse was converted into one warrant of CN Healthy. Each right of Iron Horse was converted to one-fifth (1/5) of a share of Common Stock of CN Healthy. From and after the September 30, 2025, CN Healthy had no further rights outstanding.
After giving effect to the Transactions, the redemptions as described above, and the consummation of the Business Combination, there are currently 51,235,000 shares of Common Stock issued and outstanding.
The Common Stock and warrants of the Company (“Warrants”) commenced trading on the Nasdaq Capital Market (“Nasdaq”) under the symbols “IROH” and “IROHW,” respectively, on October 1, 2025, subject to ongoing review of the Company’s satisfaction of all listing criteria following the Business Combination.
Following its listing on Nasdaq on October 1, 2025, the Company was notified by Nasdaq that it had received a notification from personnel at the China Securities Regulatory Commission (the “CSRC”) informing Nasdaq that the CSRC had not yet completed its process of review of the Company’s U.S. listing. As a result, Nasdaq has halted trading in the Company’s Common Stock and Warrants while it seeks clarification of these matters from the Company. The Company believes it has satisfied its obligations with respect to the CSRC and has received a legal opinion from its Chinese securities counsel to that effect. The Company has provided Nasdaq with additional documentation and is awaiting further information at this time.
As noted above, an aggregate of approximately $71,066,578.63 was paid from the Iron Horse’s trust account to holders that properly exercised their redemption right, and the remaining balance immediately prior to the Closing of approximately $2,147,022.66 remained in the trust account was used to fund the Business Combination.
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FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Report, the Company has ceased to be a shell company. Accordingly, the Company is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.
Cautionary Note Regarding Forward-Looking Statements
This Report contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of the Company and may include statements for the future. Forward-looking statements appear in a number of places in this Report including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements are based on the current expectations of the management of the Company as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by the Company and the following:
| ● | the Company’s ability to meet expectations related to its products, technologies and services and its ability to attract and retain revenue-generating customers and execute on its growth plans; |
| ● | the failure to realize the anticipated benefits of the Business Combination; |
| ● | the Company’s following the Business Combination, to maintain the listing of Iron Horse’s securities on Nasdaq; |
| ● | costs related to the Business Combination; |
| ● | the risk of actual or alleged failure to comply with data privacy laws and regulations; |
| ● | the outcome of any legal proceedings that may be instituted against the Company related to the Business Combination; |
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| ● | the attraction and retention of qualified directors, officers, employees and key personnel of the Company following the Business Combination; |
| ● | the impact from future regulatory, judicial, and legislative changes in the Company’s industry; |
| ● | those factors set forth in documents filed, or to be filed, with SEC by the Company, Iron Horse and CFI. |
Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of Iron Horse and CFI prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to the Company or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in Report. Except to the extent required by applicable law or regulation, the Company undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.
Business
The business of the Company is described in the Proxy Statement/Prospectus in the section entitled “Information About CFI Group” beginning on page 126 thereof and that information is incorporated herein by reference.
Risk Factors
The risks associated with the Company’s business are described in 1) Iron Horse’s current report on Form 8-K filed with the SEC on September 30, 2025, 2) Iron Horse’s Prospectus Supplement to the Proxy Statement/Prospectus filed on September 30, 2025, and 3) the Proxy Statement/Prospectus in the section entitled “Risk Factors” beginning on page 45 thereof and are incorporated herein by reference. A summary of the risks associated with the Company’s business are also described on pages 13-15 of the Proxy Statement/Prospectus under the heading “Summary of Risk Factors” and are incorporated herein by reference.
Financial Information
Consolidated Financial Statements
The unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2025 of CFI set forth in Exhibit 99.1 hereto have been prepared in accordance with U.S. generally accepted accounting principles and pursuant to the regulations of the SEC. The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of Legacy Blaize’s financial position, results of operations and cash flows for the period indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year.
These unaudited condensed consolidated financial statements should be read in conjunction with the historical audited consolidated financial statements of CFI as of and for the year ended December 31, 2024 and the period from August 14, 2023 (inception) through December 31, 2023, and the related notes included in the Proxy Statement/Prospectus, the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CFI” beginning on page 173 of the Proxy Statement/Prospectus and the section entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations” included herein.
The audited consolidated financial statements of CFI as of and for the year ended December 31, 2024 and the period from August 14, 2023 (inception) through December 31, 2023 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-2 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
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Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2024 is included in the Proxy Statement/Prospectus in the section entitled ”Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 183 of the Proxy Statement/Prospectus and is incorporated herein by reference.
The unaudited pro forma condensed combined financial information of the Company as of and for the three and six months ended June 30, 2025 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of CFI
The following discussion and analysis of CFI’s financial condition and results of operations should be read in conjunction with our audited consolidated financial statements for the six months ended June 3, 2025, the year ended December 31, 2024 and for the period from August 14, 2023 (inception) through December 31, 2023 and the notes related thereto which are included elsewhere in this proxy statement/prospectus. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements”, “Risk Factors”, and elsewhere in this proxy statement/prospectus.
In this section, “we”, “us”, “our” and “CFI” refer to Zhong Guo Liang Tou Group Limited, a holding company, and its wholly owned subsidiaries..
Overview
CFI is a holding company incorporated in the British Virgin Islands (“BVI”) with no material operations of our own. Through our wholly-owned subsidiaries, CFI HK, OpCo 1, OpCo 2, OpCo 3, OpCo 4, and OpCo 5 (together with CFI, “the Company”), we operate within the health and wellness food industry or holistic health food industry, focusing on distributing natural, grain-based health foods that support preventative health and wellness. We offer products that cater to the rising demand for safe, high-quality nutritional options, blending modern technology with traditional Chinese medicine.
Our operations commenced in May 2024 and our key products at December 31, 2024 include Shangshan Suyang Porridge, plant-based essential oils, collagen peptide prebiotics, natto compound gummy supplements, and slimming biscuits. We manage our business in two operating segments: wholesale distribution and live-stream sales, which account for approximately 94.0% and 4.0%, respectively, of consolidated revenue for the year ended December 31, 2024. The whole sale distribution segment consists of product sales made through our extensive distributor network. The live-stream sales segment consists of digital coupon sales made through online platforms, primarily live-streaming platforms such as Douyin (TikTok), Meituan and Kuaishou.
OpCo 1, OpCo 2, OpCo 3, OpCo 4, and OpCo 5 are collectively referred to as the “PRC Subsidiaries”.
Recent Developments
In the second quarter of 2025, our new office in Hengqin officially commenced operations, with a total floor area of approximately 2,247.34 square meters. This facility primarily supports our core business activities, such as live streaming operations and supply chain management services, among others. To enhance our operational performance and strengthen market competitiveness, we have made significant investments in the live streaming segment. This includes establishing new live streaming rooms, equipping them with advanced broadcasting equipment, and leveraging cutting-edge AI-powered live streaming technology to comprehensively boost the market competitiveness of this business line. Concurrently, during this quarter, we invested RMB 1 million in a high-growth small household appliance enterprise, acquiring a 5% equity stake.
Research and Development, Patents and licenses
We have established a substantial research and development (R&D) function, collaborating with prominent Chinese institutions, such as the Heilongjiang Academy of Chinese Medicine, the Chinese Academy of Chinese Medical Sciences, and the National Grain Center. Our R&D team comprises 39 scientists, including two Changjiang Scholars and six project leads on key national scientific initiatives. Key research projects focus on creating high-quality, non-GMO grain-based health products with high nutritional value, addressing growing consumer demand for natural health solutions.
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Over the past fiscal year, our R&D team has prioritized the transformation of underutilized agricultural commodities into scientifically validated wellness products, aligning with global demand for natural, sustainable health solutions. Key milestones as of June 30, 2025 include:
| ● | 66 trademark rights related to health and wellness |
| ● | 13 patents including healthy food manufacturing and package appearance |
| ● | 5 copyrights for works of fine art |
| ● | 17 patents and licenses under application |
Business Combination Agreement
In September 2024, the parent company of CFI, Rosy Sea Holdings Limited (“Rosy Sea”), entered into a definitive business combination agreement which was subsequently amended and restated effective December 18, 2024, with Iron Horse Acquisitions Corp (“Iron Horse”). The purpose of this agreement is to enable CFI, through its ownership by Rosy Sea, to become a wholly owned subsidiary of Iron Horse, which will subsequently be renamed China Food Investment. This strategic merger aims to enhance market presence and capitalize on growth opportunities in the health and biotechnology food sector. The completion of this transaction is subject to certain constraints, including due diligence, regulatory approvals, and Nasdaq’s consent.
Components of Operating Results
Revenue
Revenue represents the sales of inventories and digital coupons to customers where our performance obligation to transfer a promised good or service to a customer is satisfied as of period end and is reported net of variable consideration, including applicable discounts, estimated returns, estimated allowances, estimated refunds, and estimated service fees.
Revenue from our wholesale distribution segment is comprised of sales of inventories to distributors. We have determined that distributor agreements that include a minimum purchase volume do not create a material right that gives right to a separate performance obligation as there are no discounts or other incentives provided to the distributor associated with the distribution agreement, or with the minimum purchase volume. Our performance obligation is created as new orders are received from a distributor. We are not obligated to transfer any products until a distributor submits an order specifying the quantity of products it wishes to purchase, which represents an option to purchase additional goods, not variable consideration. As a result, the Company recognizes revenue at the time control of the products ordered transfers to the distributor.
We determined that any variable consideration related to a potential shortfall to a minimum purchase volume at the end of the distributor agreements was deemed to be fully constrained at inception and therefore excluded from the initial transaction price due to the high degree of uncertainty and risk associated with these potential payments as we could not assert that it was probable that a significant reversal in the amount of revenue recognized would not occur. We will recognize any remaining revenue associated with a shortfall to a minimum purchase volume during the period we can assert that it is probable that a significant reversal in the amount of revenue recognized would not occur. We review our variable consideration estimates at the end of each quarter. As of December 31, 2024 we could not assert that it was probable that a significant reversal in the amount of revenue recognized would not occur for a potential shortfall to the minimum purchase volume at the end of the in place distributor agreements, which have a remaining term of twelve months.
Additionally, if the minimum purchase volume is not met, we may reassess whether to renew the distribution agreement or maintain the distributor at their current tier, ensuring alignment with our strategic objectives and market conditions.
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Revenue from our live-stream sales segment is comprised of sales of digital coupons to customers for goods or services (or discounts on goods or services) to be provided by third-party merchants. We determined that we are the principal in these transactions as we have complete discretion in establishing the pricing of the digital coupons.
Cost of Revenues
Cost of revenue consists primarily of the cost of inventories where the performance obligation to transfer a promised good or service to the customer is satisfied as of period end.
Operating Expenses
Operating expenses consists of selling expenses, general and administrative expenses and research and development costs.
Selling Expenses
Selling expenses are recorded when incurred and consists primarily of advertising costs on social networking sites and affiliate programs, offline marketing costs, such as television, and online marketing costs, such as search engine marketing. We evaluate selling expense as a percentage of gross profit because it gives us an indication of how well our marketing spend is driving gross profit performance.
General and Administrative Expenses
General and administrative expenses are recorded when incurred and consist primarily of compensation expense, including employee benefits, for employees involved in customer service, operations, technology, as well as general corporate functions, such as finance, legal, and human resources. Additional costs include depreciation and amortization, rent, utilities, professional fees, travel and entertainment, recruiting, maintenance, certain technology costs and other general corporate costs. We evaluate general and administrative expenses as a percentage of gross profit because it gives us an indication of our operating efficiency.
Research and Development Costs
Research and development costs are recorded when incurred and consist primarily of compensation expense, including employee benefits, for employees involved in national scientific initiatives as well as const for contractors engaged in research, design and development activities related to these national scientific initiatives, as well as costs for prototypes, licensed or purchased intellectual property, facilities and travel. We evaluate research and development costs as a percentage of gross profits because it gives us an indication of how we are funding our innovation and growth relative to the earnings from core products.
Other Income, net
Other income consists primarily of interest income from bank deposits.
Comprehensive Income
Comprehensive income consists of two components, net income and other comprehensive income. The foreign currency translation gain results from the translation of the financial statements expressed in RMB to USD is reported in other comprehensive income.
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Key Factors Affecting Our Performance
Our results of operations and our ability to grow our business over time could be impacted by a number of factors and trends that affect our industry generally, as well as new offerings of products and services we may acquire or seek to acquire in the future. Additionally, our business is concentrated in certain markets, putting us at risk of region-specific disruptions such as adverse economic, regulatory, political, weather and other conditions. See “Risk Factors” elsewhere in this proxy statement/prospectus for further discussion of risks affecting our business. We believe the factors discussed below are key to our success.
Attracting and Retaining Customers
Our wholesale distribution segment depends on our ability to attract and retain individual distributors to comprise our entire distribution network. Recruiting, onboarding, and training new distributors can be time-consuming and costly, impacting our ability to replace distributors that are underperforming, expand our market share, maintain positive relationships with the end consumer of our products, and sustain financial stability.
Our live-stream sales segment depends on our ability to attract and retain local merchants who are willing to offer us digital coupons to the local merchants’ experiences. Merchants can cancel their unsold digital coupon offerings at any time, and their willingness to continue offering the digital coupons through our live-stream offerings depends on the effectiveness and reach of our live-stream offerings. We are focused on improving the live-stream offerings and merchant value proposition by exploring opportunities to better balance the needs of the local merchant partners, end customers, and CFI.
To grow our business, we must continue to acquire new distributors and local merchants and successfully engage and retain them, including assisting our distributors to engage and retain customers for the distributor’s business. Our marketing strategy aims to preserve liquidity and achieve profitability, while simultaneously attracting long-term customers to fuel a return to growth. We utilize both digital and offline channels to attract new visitors to our website and subsequently convert them into customers. Our marketing costs are largely composed of advertising. At any given time, our advertising efforts may include, social media marketing, keyword search campaigns, affiliate programs, partnerships, campaigns with celebrities and influencers, display advertising, television, radio, video, content, direct mail, email, mobile “push” communications, SMS, and search engine optimization. We expect our marketing expenses to vary from period to period.
Inventory Management
We do not currently have in-house production capabilities and depend entirely on OEM suppliers for sourcing raw materials and manufacturing finished products. We are exposed to risks associated with supplier disruptions, including production delays, shortages of raw materials, or operational inefficiencies, that may impact our ability to meet our distributors demand or maintain product quality. This can be exacerbated by our reliance on our distributors’ inventory and supply chain management protocols to plan our inventory and supply chain management needs. Inaccurate demand forecasting, poor inventory management, or delays in placing orders by distributors could disrupt our orders to the OEM suppliers. For example, overstocking by distributors could lead to outdated or unsold inventory that could adversely affect our business if distributors negotiate reduced orders or delay payments due to financial difficulties. Whereas, understocking by distributors could result in product shortages and lost sales opportunities. Such inefficiencies in inventory and order management could impair our ability to meet customer expectations and achieve our revenue targets.
Impact of Macroeconomic Conditions
We may be impacted by adverse consequences of the macroeconomic environment, including but not limited to, global economics and geopolitical uncertainty, higher labor costs, labor shortages, government regulations, trade restrictions and tariffs, supply chain challenges and resulting changes in consumer and merchant behavior. We cannot predict whether, or when, such circumstances may improve or worsen or what impact such circumstances could have on our business.
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Increasing prices in the component materials for our inventories that we source from our suppliers may impact the availability, the quality and the price of our products, as suppliers search for alternatives to existing materials and increase the prices they charge. Our suppliers may also fail to provide consistent quality of products as they may substitute lower cost materials to maintain pricing levels.
Our operating expenses also reflect significant elements for freight, including fuel, which has significantly increased due to the effects of the coronavirus (COVID-19) pandemic, the Russia-Ukraine war and the conflicts in the Middle East. Rapid and significant changes in commodity prices such as fuel and plastic may negatively affect our profit margins if we are unable to mitigate any inflationary increases through various customer pricing actions and cost reduction initiatives.
A discrete event impacting a specific customer, industry or region in which we have a concentrated exposure could negatively impact our results of operations.
Foreign Currency Translation Risk
Our reporting currency is the U.S. dollar and our operations in the PRC use its local currency as the functional currency. Substantially all of our revenue and expenses are in the Chinese Renminbi (“RMB”). We are subject to the effects of exchange rate fluctuations with respect to any such currency. For example, the value of the RMB depends to a large extent on Chinese government policies and China’s domestic and international economic and political developments, as well as supply and demand in the local market.
The consolidated income statements of our operations are translated into U.S. dollars at the average exchange rates in each applicable period. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currencies denominated transactions results in reduced revenue, operating expenses and net income for our international operations.
Income Taxes
We are incorporated in the British Virgin Islands and have operations in China. Under current British Virgin Islands law, our income is not subject to taxation. In addition, dividends paid by Chinese subsidiaries to shareholders are not subject to withholding tax in the British Virgin Islands. Currently, the Company is liable to pay income tax on profits on its operations in China.
Our effective tax rate will continue to vary from year to year based on the tax rate in the jurisdiction of our organization, the geographical resources of our earnings and the tax rates in those countries, the tax relief and incentives available to us, the financing and tax planning strategies employed by us, changes in tax laws or the interpretation thereof, and movements in our tax reserves, if any.
The Company calculates its consolidated provision for income taxes based on the asset and liability method. This involves determining deferred tax assets and liabilities based on temporary differences between the consolidated financial statements and income tax bases of assets and liabilities. These deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income in the year in which these temporary differences are anticipated to be settled or recovered. If there is evidence that indicates some portion or all of the recorded deferred tax assets will not be realized in future periods, the deferred tax assets are recorded net of a valuation allowance.
The Company evaluates uncertain tax positions to determine if they are likely to be sustained upon examination, and a liability is recorded when such uncertainties fail to meet the “more likely than not” threshold.
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Results of Operations:
Comparison of the six months ended June 30, 2025 and 2024
The following table summarizes our results of operations for the six months ended June 30, 2025 and 2024:
| For the six months ended June 30 | ||||||||||||
| 2025 | 2024 | % Change | ||||||||||
| (in thousands) | ||||||||||||
| Revenues, net | $ | 11,979 | $ | 962 | 1,145 | % | ||||||
| Costs of revenue | (4,983 | ) | (443 | ) | 1,025 | % | ||||||
| Gross profit | 6,996 | 519 | 1,248 | % | ||||||||
| Total operating expenses | (2,317 | ) | (144 | ) | 1,507 | % | ||||||
| Operating income | 4,679 | 375 | 1,148 | % | ||||||||
| Total other income, net | 248 | 5 | 4,518 | % | ||||||||
| Income before income taxes | 4,927 | 380 | 92 | % | ||||||||
| Income tax expense | (1,231 | ) | (23 | ) | 5,218 | % | ||||||
| Net income | $ | 3,696 | $ | 357 | 935 | % | ||||||
| Other comprehensive income (loss) | 232 | (35 | ) | 763 | % | |||||||
| Comprehensive income | $ | 3,928 | $ | 322 | 1,119 | % | ||||||
As our operations commenced in May 2024, the six months ended June 30, 2025 and 2024 are not comparative as the stages of operations of the company were significantly different in the comparative periods.
Revenue. For the six months ended June 30 2025, the operating income of the company is $11.97 million, of which $8.43 million is attributable to sales transactions in the wholesale distributor segment, and $3.54 million is attributable to sales transactions in the live-streaming sales segment, which is net of less than $0.16 million of service fees incurred on the associated sales transactions. We focused on strategic promotional campaigns and new product launches to reach new customers and increase business with existing customers to drive revenue growth during the six months ended June 30, 2025, and have experienced an increase in revenue of $0.63 million from the year ended December 31, 2024, with approximately 8-months of operations) to the six months ended June 30, 2025.
Cost of Revenue. For the six months ended June 30 2025, the company recognized $4.98 million in cost of revenue, attributable to the cost of inventories and $1.72 million associated with revenues for the same period.
Operating Expenses. For the six months ended June 30, 2025, the Company recognized $2.32 million in operating expenses, of which approximately $0.06 million is attributable to employee compensation, including benefits, approximately $0.23 million is attributable to depreciation and amortization, approximately $1.02 million is attributable to office expenses and approximately $1.24 million is attributable to advertising expenses, and $0.58 million is attributable to research and development activities. We focused on scaling and growing the business during the first half of 2025 as business operations generated cash flow that permitted us to hire additional employees, establish a sales and marketing function that is establishing strategic promotional campaigns, and establish a research and development function that will enable us to expand our product offerings. Accordingly, we experienced an increase in operating expenses of $2.68 million from the year ended December 31, 2024 to the six months ended June 30, 2025.
Other Income, net. For the six months ended June 30 2025, the company’s other income amounted to $0.25 million, of which approximately $0.20 million is interest income that we earn on our cash deposit accounts.
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Comparison of year ended December 31, 2024 and period from August 14, 2023 (inception) through December 31, 2023
The following table summarizes our results of operations for the year ended December 31, 2024 and period from August 14, 2023 (inception) through December 31, 2023:
| Year ended December 31, 2024 | Period from August 14, 2023 (inception) to December 31, 2023 | |||||||
| (in thousands) | ||||||||
| Revenues, net | $ | 11,347 | $ | — | ||||
| Cost of revenues | (3,803 | ) | — | |||||
| Gross profit | 7,544 | — | ||||||
| Total operating expenses | (2,001 | ) | — | |||||
| Operating income | 5,542 | — | ||||||
| Total other income, net | 67 | — | ||||||
| Income before income taxes | 5,609 | — | ||||||
| Income tax expense | (1,613 | ) | — | |||||
| Net income | $ | 3,996 | $ | — | ||||
| Other comprehensive income | (121 | ) | — | |||||
| Comprehensive income | $ | 3,875 | $ | — | ||||
There were no results of operations for the period from August 14, 2023 (inception) to December 31, 2023 as our only transaction was a capital contribution from our stockholder as our operations did not commence until May 2024.
Revenues, net was approximately $11.3 million for the year ended December 31, 2024, of which approximately $10.6 million is attributable to sales transactions in the wholesale distributor segment and approximately $0.7 million is attributable to sales transactions in the live-streaming sales segment, which is net of less than $0.1 million of service fees incurred on the associated sales transactions.
Cost of revenues was approximately $3.8 million for the year ended December 31, 2024, and is attributable to the cost of inventories associated with revenues for the same period.
Total operating expenses was approximately $2.0 million for the year ended December 31, 2024, of which approximately $0.9 million is attributable to employee compensation, including benefits, approximately $0.2 million is attributable to depreciation and amortization, approximately $0.7 million is attributable to office expenses and approximately $0.2 million is attributable to advertising expenses.
Liquidity and Capital Resources
Overview
Historically, our primary uses of cash have been to finance working capital needs and to make deposits with certain of our suppliers. We expect that we will be able to meet our needs to fund operations, capital expenditures and other commitments in the next 12 months primarily with our cash and cash equivalents, operating cash flows and bank borrowings.
We may, however, require additional cash resources due to changes in business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could result in additional dilution to stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict operations. Financing may not be available in amounts or on terms acceptable to us, or at all.
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Our primary sources of liquidity have been cash provided by operating activities, our cash and cash equivalents, which have historically been sufficient to meet our working capital and substantially all of our capital expenditure requirements.
As of June 30,2025, our cash and cash equivalents totaled $40.22 million and a net working capital surplus of approximately $7.46 million. As of June 30, 2025, all of our cash and cash equivalents were held by our PRC Subsidiaries.
We believe our existing cash and cash equivalents will be sufficient to meet our working capital and capital expenditure needs over at least the next twelve months, though we may require additional capital resources in the future. Additionally, if the wholesale distribution segment and live-stream sales segment revenue mix changes, the operating cash flow generated from the wholesale distribution segment may not be sufficient to cover operating costs and additional capital resources may be required in the future. We may elect to raise additional capital through the sale of equity to fund our future needs beyond the next twelve months or through the acquisition of a debt facility.
Cash Flows Summary
Presented below is a summary of our net cash flows from operating, investing and financing activities:
| For the six months ended June 30, | For the year ended December 31, | For the period from August 14, 2023 (inception) to December 31, | ||||||||||||||
| 2025 | 2024 | 2024 | 2023 | |||||||||||||
| (in thousands) | ||||||||||||||||
| Net cash provided by (used in): | ||||||||||||||||
| Operating activities | $ | (1,665 | ) | $ | 8,070 | $ | 42,116 | $ | — | |||||||
| Investing activities | (249 | ) | (4 | ) | (52 | ) | — | |||||||||
| Effect of exchange rates on cash and cash equivalents | 703 | (74 | ) | (631 | ) | — | ||||||||||
| Net change in cash and cash equivalents | $ | (1,211 | ) | $ | 7,992 | $ | 41,433 | $ | — | |||||||
Our cash flow for the period from August 14, 2023 (inception) to December 31, 2023 was nominal as we did not commence operations until May 2024.
Cash flows (used in) provided by operating activities
Net cash used in operating activities was $1.67 million. This consisted primarily of a $3.70 million consolidated net profit, decreases in interest income, other receivables, rental and other deposits, inventories, other taxes receivable, accounts payable, accruals, advance from customer, other taxes payable. Net cash used in operating activities was partially offset by non-cash items of depreciation and amortization of $0.23 million, increase of interest expenses of $5,609, prepayment of $232,159, accounts receivable of $850, other payable of $7,118 and income tax payable of $249,145.
Cash provided by operating activities of approximately $42.1 million is primarily attributable to approximately $4.0 million net income, adjusted primarily by an increase of approximately $38.3 million of advances from customers, approximately $1.4 million of accrued taxes, approximately $0.6 million of accounts payable and approximately $0.2 million of accrued expenses and other current liabilities, offset by an increase of approximately $1.3 million of prepayments from suppliers, approximately $1.4 million of inventories, and approximately less than $0.1 million of accounts and other receivable, and increased by noncash expense associated with depreciation and amortization of approximately $0.2 million and provision for inventory shrinkage of approximately $0.1 million.
Cash flows provided by (used in) investing activities
Net cash used in investing activities totaled $0.25 million, 0.31 million primarily allocated to the acquisition of intangible assets and fixed assets, 0.14 million allocated to long-term investment, while $0.20 million generated from investing activities is interest income.
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Cash used in investing activities of approximately less than $0.1 million is primarily attributable to a loan made and repaid to our construction developer for RMB 20 million (approximately $2.8 million at December 31, 2024) and a purchase of an intangible asset of approximately less than $0.1 million.
Holding Company Structure
We face various risks and uncertainties relating to doing business in China. Our business operations are primarily conducted in China, and we are subject to complex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy, which may impact our ability to conduct certain businesses, accept foreign investments, or list and conduct offerings on a United States or other foreign exchange. These risks could result in a material adverse change in our operations and the value of our common stock, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline or become worthless. For a detailed description of risks relating to doing business in China, see “Risk Factors — Risks Related to Doing Business in the PRC.”
The PRC government’s significant discretion and authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations in this nature may cause the value of our securities to significantly decline or become worthless. For more details, see “Risk Factors — Risks Relating to Doing Business in the PRC — Chinese regulatory authorities could disallow our holding company structure, which may result in a material change in our operations and/or a material change in the value of New CFI’s securities, including that it could cause the value of such securities to significantly decline.”
Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and cause our Common Stock to decrease in value or become worthless. For more details, see “Risk Factors — Risks Relating to Doing Business in the PRC — Uncertainties with respect to the legal system and changes in laws and regulations in mainland China could adversely affect us.”
Cash and Other Assets Transfers between the Holding Company and Its Subsidiaries
As of June 30, 2025, we had made no capital contributions to our PRC Subsidiaries, neither directly nor through intermediate holding companies.
To date, there have not been any dividends or other distributions from our PRC Subsidiaries to CFI HK or CFI, both of which are located outside of mainland China. CFI and CFI HK, as holding companies, may rely on dividends and other distributions on equity paid by the PRC Subsidiaries for their cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to their stockholders, subject to our charter and M&A and BVI law or HK law (as applicable) or to service any expenses and other obligations it may incur.
Within our direct holding structure, the cross-border transfer of funds from CFI HK to its PRC Subsidiaries is permitted under laws and regulations of the PRC currently in effect. Specifically, CFI HK is permitted to provide funding to its PRC Subsidiaries in the form of shareholder loans or capital contributions, subject to satisfaction of applicable government registration, approval and filing requirements in China. There are no quantity limits on CFI HK’s ability to make capital contributions to its PRC Subsidiaries under the PRC law and regulations. However, the PRC Subsidiaries may only procure stockholder loans from CFI HK in an amount equal to the difference between its registered capital and total investment amount as recorded in the Chinese Foreign Investment Comprehensive Management Information System or 2.5 times of its net assets, at the discretion of such PRC Subsidiaries.
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For additional information, see “Risk Factors — Risks Related to Doing Business in the PRC — PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds of our offshore financing to make loans or additional capital contributions to our PRC subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand our business.”
The PRC Enterprise Income Tax Law (the “EIT Law”) and its implementation rules provide that a withholding tax will be applicable to dividends payable by PRC companies at a rate of 10% to non-PRC-resident enterprises, unless reduced under treaties or arrangements between the PRC central government and the governments of other countries or regions where the non-PRC resident enterprises are tax resident. Pursuant to the tax agreement between mainland China and the Hong Kong Special Administrative Region, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10%. However, if the relevant tax authorities determine that our transactions or arrangements are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future. Accordingly, there is no assurance that the reduced 5% withholding rate will apply to dividends received by CFI HK from our PRC Subsidiaries. This withholding tax will reduce the amount of dividends we may receive from our PRC Subsidiaries.
If CFI or CFI HK is classified as a PRC resident enterprise for PRC enterprise income tax purposes because the PRC tax authorities determined that either CFI or CFI HK has an actual management body located within the territory of China, we will be subject to a uniform 25% enterprise income tax rate on our worldwide income, which would materially reduce net income.
For additional information, see “Risk Factors — Risks Related to Doing Business in the PRC — Under the PRC Enterprise Income Tax Law, New CFI may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to New CFI and its non-PRC shareholders and have a material adverse effect on its results of operations and the value of your investment.”
There is no assurance that the PRC government will not intervene or impose restrictions on the ability of us or our PRC Subsidiaries to transfer cash. Most of our cash is in Renminbi, and the PRC government could prevent the cash maintained in our bank accounts in mainland China from leaving mainland China, could restrict deployment of the cash into the business of our subsidiaries and restrict the ability to pay dividends. For details regarding the restrictions on our ability to transfer cash between us, and our subsidiaries, see “Risk Factors — Risks Related to Doing Business in the PRC — Restrictions on the remittance of Renminbi into and out of China and governmental control of currency conversion may limit our ability to pay dividends and other obligations and affect the value of your investment.”
We currently do not have cash management policies that dictate how funds are transferred between our holding company and our subsidiaries.
Restrictions on Our Ability to Transfer Cash Out of the PRC and to U.S. Investors
Our PRC Subsidiaries ability to distribute dividends is based upon its distributable earnings. Current PRC regulations permit our PRC Subsidiaries to pay dividends to its shareholders only out of its accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations. In addition, under PRC law, our PRC Subsidiaries are required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. These reserves are not distributable as cash dividends. If our PRC Subsidiaries incur debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to CFI HK.
To address persistent capital outflows and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and the State Administration of Foreign Exchange, or SAFE, implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC Subsidiaries’ dividends and other distributions may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of mainland China. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any.
For additional information, see “Risk Factors — Risks Related to Doing Business in the PRC — Restrictions on the remittance of Renminbi into and out of China and governmental control of currency conversion may limit our ability to pay dividends and other obligations and affect the value of your investment.”
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Commitments and Contingencies
Legal Proceedings
The Company is periodically involved in legal proceedings, legal actions, and claims arising in the normal course of business, including proceedings relating to intellectual property, safety and health, employment and other matters. Management believes that the outcome of such legal proceedings, legal actions, and claims will not have a significant adverse effect, individually, or in the aggregate, on the Company’s financial position, results of operations or cash flows. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.
Commitments
Our contractual obligations and other commitments as of June 30, 2025 consist of lease payments on a lease that terminates on December 31, 2027 and purchase commitments under non-cancellable arrangements.
| Total | Less than 1 year |
1 – 3 years | 3 – 5 years | |||||||||||||
| (in thousands) | ||||||||||||||||
| Contractual obligations: | ||||||||||||||||
| Purchase commitments on non-cancellable arrangements | $ | 586 | $ | 586 | $ | — | $ | — | ||||||||
| Operating lease obligations | $ | 548 | $ | 548 | $ | 548 | — | |||||||||
Government Contribution Plan
Pursuant to the laws applicable to companies organized under the laws of the PRC, the PRC Subsidiaries are required to participate in a government-mandated multi-employee defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the PRC Subsidiaries to pay to the local labor bureau a monthly contribution rate based on the monthly basic compensation of qualified employees. The relevant local bureau is responsible for meeting all retirement benefit obligations and there are no further commitments beyond the monthly contribution for the PRC Subsidiaries.
Off-Balance Sheet Financing Arrangements
As of June 30, 2025, we did not have any off-balance sheet arrangements.
Related Party Transactions
On May 30, 2024, the stockholder of Rosy Sea contributed to the Company (i) a building with a gross floor area of 4,032.36 square meters and (ii) a land use right for 18,000 square meters that expire in September 2056, both of which are located in Deliger Industrial Park, Duerbot Mongolian Autonomous County, Daqing City, Heilongjiang Province. These building and land use rights (collectively, the “Contributed Assets”) were recorded on the contribution date at fair value of RMB 30,310,000 ($4,189,937 at May 30, 2024 and $4,153,193 at December 31, 2024) and RMB 19,860,000 ($2,745,369 at May 30, 2024 and $2,721,294 at December 31, 2024), respectively.
Critical Accounting Policies and Estimates
An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements. For a description of our significant accounting policies, see Note 2 to our consolidated financial statements for the year end December 31, 2024 and the period from August 14, 2023 (inception) through December 31, 2023 and the related notes thereto which are included elsewhere in this proxy statement/prospectus.
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We prepare our consolidated financial statements in conformity with U.S. GAAP, which requires management to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates
The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our consolidated financial statements and accompanying notes and other disclosures included in this proxy statement/prospectus. When reviewing our financial statements, you should consider (i) our selection of critical accounting policies, (ii) the judgments and other uncertainties affecting the application of such policies and (iii) the sensitivity of reported results to changes in conditions and assumptions.
Revenue Recognition
Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.
ASC 606 requires the use of a five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.
In accordance to ASC 606, the Company recognizes revenue when it transfers its goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. The Company accounts for the revenue generated from sales of its products primarily to its customers in PRC, as the Company is acting as a principal in these transactions, is subject to inventory risk, has latitude in establishing prices, and is responsible for fulfilling the promise to provide customers the specified goods, which the Company has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits. All of the Company’s contracts have one single performance obligation as the promise is to transfer the individual goods to customers, and there is no separately identifiable other promises in the contracts. The Company’s revenue streams are recognized at a point in time when title and risk of loss passes and the customer accepts the goods, which generally occurs at the time of shipment for the wholesale distribution segment and the time of digital coupon redemption for the live-stream sales segment. The Company’s sales are net of value added tax (“VAT”) and business tax and surcharges collected on behalf of tax authorities in respect of product sales.
We make significant estimates related to revenue recognition including estimates for refund reserves for digital coupons that will be refunded as a result of customer dissatisfaction with goods or services received, services fees paid to the live-stream platforms for digital coupons redeemed, and an allowance for inventories that will be returned. We estimate refunds, service fees and returns allowance using historical refund, service fee, and redemption experience. We also consider trends when making those estimates that could be driven by changes to our policies, or in general, economic conditions that may impact customer behavior. We reevaluate our estimate as facts and circumstances change and at the end of each quarter. These estimate rely on judgments regarding future expectations of customer behavior. While the basis of our estimates is historical data, customer behavior may not always be predictable. If actual refunds and returns differ from our estimates, the effects could be material to the consolidated financial statements.
We evaluate our variable consideration estimates related to the potential shortfall to a minimum purchase volume at the end of our distributor agreements and recognize revenue in the period we can assert it is probable that a significant reversal in the amount of revenue recognized would not occur.
Contract Assets and Liabilities
Payment terms are established based upon credit approvals. Contract assets are recognized for in related accounts receivable. Contract liabilities are recognized for contracts where payment has been received in advance of delivery. The contract liability balance can vary significantly depending on the timing when an order is placed and when shipment, delivery, and digital coupon redemption occurs. As of June 30, 2025 and December 31, 2024, other than accounts receivable and advances from customers, the Company had no other material contract assets, contract liabilities or deferred contract costs recorded on its consolidated balance sheets. Costs of fulfilling customers’ purchase orders, such as shipping, handling and delivery, which occur prior to the transfer of control, are recognized in general and administrative expense when incurred.
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The Company generally warrants that its products will substantially conform to the agreed-upon specifications. The Company’s liability is limited to either a credit equal to the purchase price or replacement of the defective part. Returns and refunds have historically been immaterial. As such, the Company does not record a specific return or refund reserve and does not consider activities related to such activities to be a separate performance obligation.
Inventories
Inventory consists of finished goods and is stated at the lower of cost or net realizable value. Cost is determined using a first-in, first-out (“FIFO”) methodology. The Company writes down excess and obsolete inventory to its estimated net realizable value based upon assumptions about future demand and market conditions. For finished goods, if the estimated net realizable value for an inventory item, which is the estimated selling price in the ordinary course of business, less reasonably predicable costs to disposal, is lower than its cost, the specific inventory item is written down to its estimated net realizable value. Provisions for inventory write-downs are included in the cost of revenues in the consolidated statements of income. Inventories are carried at this lower cost basis until sold or scrapped.
Valuation of Contributed Assets
The fair value of the Contributed Assets from the stockholder of Rosy Sea was determined by our board of directors, after considering a third-party valuation and input from management, as there is no public trading market for the Contributed Assets.
The cost approach was determined to be the most appropriate valuation methodology as relevant financial data, valuation information, and appraisal data for these Contributed Assets was readily available. The cost approach estimates fair value based on the expected cost to replace or reproduce the assets and relies on assumptions regarding the occurrence and extent of any physical, functional and/or economic obsolescence. The fair value is calculated by multiplying the replacement cost of the Contributed Assets by the condition rate
The replacement cost of the Contributed Assets considered the cost to reacquire the asset as of the contribution date, including all reasonable and necessary expenses, capital cost and profit.
The condition rate refers to the ratio obtained by subtracting physical depreciation, functional depreciation, and economic depreciation from the asset’s replacement cost and then dividing that difference by the replacement cost, were:
| ● | Physical depreciation refers to the loss in value of an asset due to wear and tear and natural forces affecting the physical performance of the asset. |
| ● | Functional depreciation is caused by technological advancements that make an asset’s functions relatively obsolete. |
| ● | Economic depreciation refers to the loss in value due to external conditions causing the asset to become idle or decrease in earnings. |
Impairment of Long-lived and Intangible Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company uses market quotes, if available or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable. Identified intangible assets are reviewed for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company has determined there have been no events and circumstances that indicate possible impairment since inception on its long-lives and intangible assets.
Income Taxes
We account for income taxes using the asset and liability method and assess whether it is more likely than not that the deferred tax assets will be realized. We are also subject to taxation in BVI, Hong Kong, and the PRC. Significant judgment is required in determining the worldwide provision for income taxes and recording the related income tax assets and liabilities.
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To assess whether it is more likely than not that deferred tax assets will be realized and whether a valuation allowance needs to be recorded against them, we consider the following four sources of taxable income for each tax jurisdiction: (a) future reversals of existing taxable temporary differences, (b) projected future earnings, (c) taxable income in carryback years, and (d) tax planning strategies.
During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rate could be adversely affected by earnings being lower than anticipated in countries where it has lower statutory rates and higher than anticipated in countries where it has higher statutory rates, by changes in foreign currency exchange rates, by changes in the valuation of deferred tax assets and liabilities, by changes in the measurement of certain tax positions, by changes affecting transfer pricing or by changes in the relevant laws, regulations, principles and interpretations.
The Company’s operating subsidiaries in China are subject to the income tax laws of the PRC. No significant income was generated outside the PRC for the year ended December 31, 2024 or for the period from August 14, 2023 (inception) through December 31, 2023. The Company’s operations in the PRC commenced during 2024, and as such has not yet been required to file a tax return with PRC tax authorities.
Facilities
The properties of the Company are described in the Proxy Statement/Prospectus in the section entitled “Information About CFI Group” beginning on page 126 thereof and that information is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information known to us regarding the beneficial ownership of our Common Stock immediately following consummation of the Transactions by:
| ● | each person who is the beneficial owner of more than 5% of the outstanding shares of our Common Stock; |
| ● | each of our named executive officers and directors; and |
| ● | all of our executive officers and directors as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed above has sole voting and investment power with respect to such shares. Unless otherwise noted, the address of each beneficial owner is c/o 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.
The beneficial ownership of our Common Stock is based on 51,235,000 shares of Common Stock issued and outstanding immediately following consummation of the Transactions, including the redemptions as described above.
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Beneficial Ownership Table
| Name of Beneficial Owners | Number of Shares of Common Stock Beneficially Owned | Percentage of Outstanding Common Stock | ||||||
| 5% Stockholders: | ||||||||
| Rosy Sea Holdings Limited | 47,689,349 | 93.08 | % | |||||
| Directors and Named Executive Officers: | ||||||||
| Zhenjun Jiang, Chairman of the Board, Chief Executive Officer(10) | 47,689,349 | 93.08 | % | |||||
| Weihong Zhu, Chief Financial Officer | — | * | % | |||||
| Pan Hu, Director and Chief Operating Officer | — | * | % | |||||
| John L. Suprock, Independent Director | — | * | % | |||||
| Lydia Bergamasco, Independent Director | — | * | % | |||||
| Donghai Li, Independent Director | — | * | % | |||||
| Jinyu Huang, Independent Director | — | * | % | |||||
| Lili Zhang, Independent Director | — | * | % | |||||
| Directors and executive officers as a group (10 individuals) | 47,689,349 | 93.08 | % | |||||
| * | Less than one percent. |
| (1) | Mr. Zhenjun Jiang, the Chairman of the Board and Chief Executive Officer of the Company holds 100% ownership in Rosy Sea Holdings Limited and also serves as its sole director, principal executive officer and principal financial officer. |
Directors and Executive Officers
The Company’s directors and executive officers upon the Closing are described in the Proxy Statement/Prospectus in the section entitled “Directors and Officers of New CFI After the Business Combination” beginning on page 204 thereof and that information is incorporated herein by reference.
Directors
Pursuant to the approval of Iron Horse stockholders from the Special Meeting, the following persons will constitute the Company’s Board effective upon the Closing: Zhenjun Jiang, Lili Zhang, Pan Hu, John L. Suprock, Lydia Bergamasco, Donghai Li, and Jinyu Huang. Biographical information for these individuals is set forth in the Proxy Statement/Prospectus in the section titled “Directors and Executive Officers of New CFI After the Business Combination” beginning on page 204, which is incorporated herein by reference.
Independence of Directors
Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of the directors qualify as “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules, other than Zhenjun Jiang and Pan Hu. Our independent directors will have regularly scheduled meetings at which only independent directors are present.
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Committees of the Board of Directors
Effective as of the Closing, the standing committees of the Company’s Board consist of an audit committee (the “Audit Committee”), a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”) and a compensation committee (the “Compensation Committee”). Each of the committees report to the Board.
Effective as of the Closing, the Board appointed John L. Suprock, Lydia Bergamasco, and Jingyu Huang to serve on the Audit Committee, with Jingyu Huang as chair. The Board appointed John L. Suprock and Jingyu Huang to serve on the Compensation Committee, with Mr. Suprock as chair. The Board appointed Donghai Li and Lydia Bergamasco to serve on the Nominating and Corporate Governance Committee, with Nominating and Corporate Governance Committee as chair.
Executive Officers
Effective as of the Closing, Mr. Zhenjun Jiang was appointed as Chairman and Chief Executive Officer. Effective as of the Closing, the Board appointed Pan Hu to serve as Chief Operating Officer and Weihong Zhu to serve as Chief Financial Officer. Biographical information for these individuals is set forth in the Proxy Statement/Prospectus in the section titled “Directors and Executive Officers of New CFI After the Business Combination” beginning on page 2204, which is incorporated herein by reference.
CN HEALTHY EXECUTIVE COMPENSATION
Throughout this section, unless otherwise noted, “the company,” “CFI,” “we,” “us,” “our” and similar terms refer to CN Healthy prior to the Closing.
Summary Compensation Table
The following table sets forth the compensation earned by CFI’s directors and executive officers who will continue to serve in such capacities for CN Healthy after consummation of the Business Combination for his services rendered in all capacities during the fiscal years ended December 31, 2024 and 2023. Weihong Zhu who will serve as Chief Financial Officer of CN Healthy did not serve as an executive officer of CFI in fiscal years 2024 or 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | All Other Compensation | Total | ||||||||||||||||||
| Zhenjun
Jiang President, Chief Executive Officer and Chief Financial Officer | 2024 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
| 2023 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||
NARRATIVE TO SUMMARY COMPENSATION TABLE
Employment Agreements
Compensation of Directors
CFI does not compensate its directors for their service on the board of directors.
Stock Option Plans — Outstanding Equity Awards at Fiscal Year End
None.
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Certain Relationships and Related Transactions
Certain Relationships and Related Person Transactions
Certain relationships and related person transactions are described in the Proxy Statement/Prospectus in the section entitled “Certain Relationships and Related Person Transactions—Certain Transactions of CFI” beginning on page 222 thereof and are incorporated herein by reference.
Further, as described in Item 1.01 above, on September 30, 2025, the Company entered into the Sponsor Satisfaction Agreement with CFI and the Sponsor addresses CFI’s obligation under the Business Combination Agreement to fund the Sponsor Debt at the closing of the Business Combination. In lieu of the Company tendering the full amount of the Sponsor Debt, the Company, CFI and the Sponsor entered into the Satisfaction Agreement, pursuant to which the Sponsor will accept a combination of $1,657,949.96 in cash upon the closing of the business combination, and a $1,421,343.13 promissory note as full satisfaction of the Sponsor Debt. Satisfaction and discharge of the Sponsor Debt is dependent on the Company’s delivery of the Sponsor Cash Payment at the closing of the business combination and the execution of the Sponsor Promissory Note within forty-five (45) days from the execution of the Sponsor Satisfaction Agreement. In the event that the Company fails to repay the amount due under the Sponsor Promissory Note within forty-five (45) days of its execution, the Company agrees to issue five million for the Company’s Common Stock to the Sponsor.
On September 30, 2025, Iron Horse and CFI jointly issued a $1,421,343.13 senior promissory note to the Sponsor, maturing November 17, 2025, bearing 15% default interest upon an event of default as defined therein. On the same day, Iron Horse paid $1,657,949.96 in cash to the Sponsor.
Legal Proceedings
Reference is made to the disclosure regarding legal proceedings in the section of the Proxy Statement/Prospectus titled “Information About CFI Group-Legal Proceedings” beginning on page 126, which is incorporated herein by reference.
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Market Price and Dividend Information
The market price of and dividends on Iron Horse’s common equity, warrants and units and related stockholder matters is described in the Proxy Statement/Prospectus in the Section entitled “Ticker Symbol, Market Price and Dividend Policy” beginning on page 23 thereof and that information is incorporated herein by reference.
The Common Stock and Warrants commenced trading on Nasdaq under the symbols “UCFI” and “UCFIW,” respectively, on October 1, 2025, subject to ongoing review of the Company’s satisfaction of all listing criteria following the Business Combination, in lieu of the common stock and warrants of Iron Horse. Iron Horse’s units and rights ceased trading separately on Nasdaq on October 1, 2025.
Following its listing on Nasdaq on October 1, 2025, the Company was notified by Nasdaq that it had received a notification from personnel at the CSRC informing Nasdaq that the CSRC had not yet completed its process of review of the Company’s U.S. listing. As a result, Nasdaq has halted trading in the Company’s Common Stock and Warrants while it seeks clarification of these matters from the Company. The Company believes it has satisfied its obligations with respect to the CSRC and has received a legal opinion from its Chinese securities counsel to that effect. The Company has provided Nasdaq with additional documentation and is awaiting further information at this time.
Holders of Record
As of the Closing and following the completion of the Transactions, including the redemptions, as described above, the Company had 51,235,000 shares of Common Stock issued and outstanding held of record by 8 holders, no shares of preferred stock outstanding and 9,357,000 warrants outstanding held of record by 2 holders. Such amounts do not include DTC participants or beneficial owners holding shares through nominee names.
Recent Sales of Unregistered Securities
Reference is made to the disclosure set forth under Item 3.02 of this Report relating to the issuance of a total of 1,000,000 shares of restricted common stock to Messrs. Bengochea and Caragol, which is incorporated herein by reference.
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Description of Registrant’s Securities to be Registered
The Company’s securities are described in the Proxy Statement/Prospectus in the section entitled “Description of Iron Horse’s Securities” beginning on page 210 thereof and that information is incorporated herein by reference. As described below, the Company’s Second Amended and Restated Certificate of Incorporation was approved by Iron Horse’s stockholders at the Special Meeting and became effective as of the Closing.
Indemnification of Directors and Officers
Our amended and restated certificate of incorporation provides that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware law as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.
We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation. Our bylaws also will permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit indemnification. We will purchase a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify the directors and officers.
These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Item 3.02. Unregistered Sales of Equity Securities.
At the Closing, the Company issued a total of 1,000,000 shares of restricted common stock to Messrs. Bengochea and Caragol pursuant to the Consulting Agreements. The disclosure under Item 1.01 of this Report relating to the Consulting Agreements is incorporated into this Item 3.02 by reference.
The Company issued the foregoing securities under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated under the Securities Act, as transactions not requiring registration under Section 5 of the Securities Act. The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with the Company’s transfer agent). The parties also had adequate access, through business or other relationships, to information about the Company.
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Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 to this Report is incorporated herein by reference.
Item 5.01. Changes in Control of the Registrant.
The information set forth above under Item 1.01 and Item 2.01 of this Report is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth above in the sections titled “Directors and Officers,” “CN Healthy Executive Compensation,” “Certain Relationships and Related Transactions” and “Indemnification of Directors and Executive Officers” in Item 2.01 to this Report is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 30, 2025, in connection with the consummation of the Transactions, the Company amended and restated its certificate of incorporation, effective as of the Closing (the “A&R Charter”), and amended and restated its bylaws (as amended, the “A&R Bylaws”) effective as of the Closing.
Copies of the A&R Charter and the A&R Bylaws are attached as Exhibit 3.1 and Exhibit 3.2 to this Report, respectively, and are incorporated herein by reference.
The material terms of each of the A&R Charter and the A&R Bylaws and the general effect upon the rights of holders of the Company’s capital stock are included in the Proxy Statement/Prospectus under the sections titled “Proposal No. 2-The Charter Amendment Proposal,” “Proposal No. 3A – 3C – The Advisory Proposal,” “Description of Iron Horse’s Securities,” and “Comparison of Corporate Governance and Stockholder Rights” beginning on pages 94, 96 and 216 of the Proxy Statement/Prospectus, respectively, which are incorporated herein by reference.
Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
In connection with the Business Combination, on September 30, 2025, the Company adopted a new Code of Business Ethics and Conduct applicable to all employees, officers and directors of the Company. The above description of the Code of Business Ethics and Conduct does not purport to be complete and is qualified in its entirety by reference to the full text of the Code of Business Ethics and Conduct, a copy of which is filed as Exhibit 14.1 hereto and incorporated herein by reference.
Item 5.06. Change in Shell Company Status.
As a result of the Business Combination, the Company ceased to be a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the sections entitled “Proposal No. 1-The Business Combination Proposal” beginning on page 78 thereof, which is incorporated herein by reference.
Item 8.01. Other Events.
On September 30, 2025, the Company issued a press release announcing the completion of the Business Combination, a copy of which is furnished as Exhibit 99.3 hereto.
The information set forth in Item 8.01 (including Exhibit 99.3) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statement and Exhibits.
(a) Financial Statements of Businesses Acquired.
The unaudited consolidated combined financial information of CFI for the six months ended June 30, 2025 and 2024 are set forth in Exhibit 99.1 hereto and are incorporated herein by reference.
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(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of the Company for the six months ended June 30, 2025 are set forth in Exhibit 99.2 hereto and are incorporated herein by reference.
(c) Exhibits.
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| * | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
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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.
| CN HEALTHY FOOD TECH GROUP CORP. | ||
| Date: October 5, 2025 | By: | /s/ Zhenjun Jiang |
| Name: | Zhenjun Jiang | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
| Delaware | Page 1 | |
| The First State |
I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “IRON HORSE ACQUISITIONS CORP.”, CHANGING ITS NAME FROM “IRON HORSE ACQUISITIONS CORP.” TO “CN HEALTHY FOOD TECH GROUP CORP.”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF SEPTEMBER, A.D. 2025, AT 7:52 O’CLOCK P.M.
 |
/s/ Charuni Patibanda-Sanchez | |
| Charuni Patibanda-Sanchez, Secretary of State | ||
| 6417462 8100 | ||
| SR# 20254137364 | Authentication:
204920869 Date: 10-01-25 | |
You may verify this certificate online at corp.delaware.gov/authver.shtml | ||
| State of Delaware | ||
Secretary of State |
||
Division of Corporations |
||
Delivered 07:52 PM 09/30/2025 |
||
FILED 07:52 PM 09/30/2025 |
||
SR 20254137364 - File Number 6417462 |
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
IRON HORSE ACQUISITIONS CORP.
Pursuant to Section 242 and
245 of the
Delaware General Corporation Law
Iron Horse Acquisitions Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows:
1. The Corporation was incorporated under the name “Iron Horse Acquisitions Corp.” by the filing of its original Certificate of lncorporation with the Secretary of State of the State of Delaware on November 23, 2021 (the “Original Certificate”).
2. The Corporation amended and restated the Original Certificate in its entirety on December 26, 2023 and subsequently filed an amendment to the amended and restated certificate of incorporation on June 25, 2025 (the “First Amended and Restated Certificate”).
3. This Second Amended and Restated Certificate of Incorporation (this “Second Amended and Restated Certificate”), which both amends and restates the provisions of the First Amended and Restated Certificate, was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).
4. The text of the First Amended and Restated Certificate is hereby amended and restated by this Second Amended and Restated Certificate to read in its entirety as set forth in Exhibit A attached hereto.
5. This Second Amended and Restated Certificate shall become effective upon its filing with Secretary of State of Delaware.
2
IN WITNESS WHEREOF, this Second Amended and Restated Certificate has been executed by a duly authorized officer of the Corporation as of the 30th day of September, 2025.
| /s/ Jose Antonio Bengochea | |
| Name: Jose Antonio Bengochea | |
| Title: Chief Executive Officer |
[Signature Page to Second Amended and Restated Certificate of Incorporation]
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EXHIBIT A
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CN HEALTHY FOOD TECH GROUP CORP.
ARTICLE I
NAME
The name of the corporation is CN Healthy Food Tech Group Corp. (the “Corporation”).
ARTICLE II
REGISTERED OFFICE AND AGENT
The address of the Corporation”s registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, New Castle County Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”) as it now exists or may hereafter be amended and supplemented.
ARTICLE
IV
CAPITAL STOCK
The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.’’ The total number of shares of capital stock that the Corporation shall have authority to issue is 200,000,000. The total number of shares of Common Stock that the Corporation is authorized to issue is 160,000,000, having a par value of $0.0001 per share, and the total number of shares of Preferred Stock that the Corporation is authorized to issue is 40,000,000, having a par value of $0.0001 per share. The powers, designations, preferences and relative, participating, optional and other rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation are as follows:
A. COMMON STOCK.
1. General. The voting, dividend, liquidation and other rights and powers of the Common Stock are subject to and qualified by the rights, powers and preferences of any series of Preferred Stock as may be designated by the Board of Directors of the Corporation (the “Board of Directors”) and outstanding from time to time.
2. Voting.
a. Except as otherwise provided herein or expressly required by law, each holder of Common Stock, as such, shall be entitled to vote on each matter properly submitted to a vote of stockholders of the Corporation and shall be entitled to one vote for each share of Common Stock held of record by such holder as of the record date for determining stockholders entitled to vote on such matter. Except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Certificate of Designation (as defined below)) that relates solely to the rights, powers, preferences (or the qualifications, limitations or restrictions thereof) or other terms of any outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Certificate of Designation) or pursuant to the DGCL.
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b. Subject to the rights of any holders of any outstanding series of Preferred Stock, the number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.
3. Dividends. Subject to applicable law and the rights and preferences of any holders of any outstanding series of Preferred Stock, the holders of Common Stock, as such, shall be entitled to the payment of dividends and other distributions on the Common Stock when, as and if declared by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor, in accordance with applicable law.
4. Liquidation. Subject to the rights and preferences of any holders of any shares of any outstanding series of Preferred Stock, in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Corporation that may be legally distributed to the Corporation’s stockholders shall be distributed among the holders of the then outstanding Common Stock on an equal priority, pro rata in accordance with the number of shares of Common Stock held by each such holder.
B. PREFERRED STOCK.
1. Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided.
2. Authority is hereby expressly granted to the Board of Directors from time to time to issue any or all of the unissued and undesignated shares of the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Certificate of Incorporation (including any Certificate of Designation).
3. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of stock of the Corporation entitled to vote thereon, without a separate vote of the holders of the Preferred Stock, or of any series thereof, or Common Stock, irrespective of the provisions of Section 242(b)(2) of the DGCL, unless a vote of any such holders is required pursuant to the terms of any Certificate of Designation filed with respect to any series of Preferred Stock.
ARTICLE V
BOARD OF DIRECTORS
For the management of the business and for the conduct of the affairs of the Corporation it is further provided that:
A. There shall be one class of directors. Subject to the special rights of the holders of any outstanding series of Preferred Stock to elect directors, directors shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the year following the year of their election. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal in accordance with this Certificate of Incorporation. No decrease in the number of directors shall shorten the term of any incumbent director.
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B. Except as otherwise expressly provided by the DGCL or this Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors that shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted from time to time by the Board of Directors in accordance with the bylaws of the Corporation (as such bylaws may be amended from time to time, the “Bylaws”).
C. Subject to the special rights of the holders of any outstanding series of Preferred Stock to elect directors, the Board of Directors or any individual director may be removed from office at any time, with or without cause by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
D. Subject to the special rights of the holders of any outstanding series of Preferred Stock to elect directors, except as otherwise provided by law, any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders and except as otherwise provided by applicable law, be filled exclusively by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director (other than any directors elected by the separate vote of any outstanding series of Preferred Stock), and shall not be filled by the stockholders. Any director appointed in accordance with the preceding sentence shall hold office until the next annual meeting of stockholders and until such director’s successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification, or removal.
E. Whenever the holders of any series of Preferred Stock issued by the Corporation shall have the right, voting separately as a series or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal and other features of such directorships shall be governed by the terms of this Certificate of Incorporation (including any Certificate of Designation). Notwithstanding anything to the contrary in this Article V, the number of directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed pursuant to paragraph B of this Article V, and the total number of directors constituting the whole Board of Directors shall be automatically adjusted accordingly. Except as otherwise provided in the Certificate of Designation(s) in respect of any series of Preferred Stock, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such Certificate of Designation(s), the terms of office of all such additional directors elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, retirement, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.
F. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws, subject to the power of the stockholders of the Corporation entitled to vote with respect thereto to adopt, amend or repeal the Bylaws. The stockholders of the Corporation shall also have the power to adopt, amend or repeal the Bylaws; provided, that in addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law or by this Certificate of Incorporation (including any Certificate of Designation in respect of any series of Preferred Stock) or the Bylaws, the adoption, amendment or repeal of the Bylaws by the stockholders of the Corporation shall require the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of stock of the Corporation entitled to vote generally in an election of directors, voting together as a single class.
G. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.
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ARTICLE VI
STOCKHOLDERS
A. Any action required or permitted to be taken by the stockholders of the Corporation may be effected at an annual or special meeting of the stockholders of the Corporation, or may, except as otherwise required by applicable law or this Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all the shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance with the applicable provisions of the DGCL. Any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable Certificate of Designation relating to such series of Preferred Stock, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant series of Preferred Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance with the applicable provisions of the DGCL.
B. Subject to the special rights of the holders of any series of Preferred Stock, and to the requirements of applicable law, special meetings of the stockholders of the Corporation may be called for any purpose or purposes, at any time only by or at the direction of the Board of Directors, the Chairperson of the Board of Directors, the Chief Executive Officer or President, in each case, in accordance with the Bylaws, and shall not be called by any other person or persons. Any such special meeting so called may be postponed, rescheduled or cancelled by the Board of Directors or other person calling the meeting.
C. Advance notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes identified in the notice of meeting.
D. Unless otherwise required under DGCL or specified in the Bylaws, the holders of not less than 33 1/3% of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.
ARTICLE VII
LIABILITY
To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended, no director or officer of the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. Any amendment, repeal or modification of this Article VII, or the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VII, shall not adversely affect any right or protection or increase the liability of any director or officer of the Corporation with respect to any act or omission occurring prior to such amendment, repeal, modification or adoption. If the DGCL is amended after approval by the stockholders of this Article VII to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.
ARTICLE VIII
DGCL SECTION 203
The Corporation hereby expressly elects not be governed by Section 203 of the DGCL.
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ARTICLE IX
INDEMNIFICATION
A. The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board. The right to indemnification conferred by this Article IX shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on behalf of the director or officer receiving advancement to repay the amount advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article IX. The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article IX to directors and officers of the Corporation. The rights to indemnification and to the advancement of expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation, the Bylaws, any statute, agreement, vote of stockholders or disinterested directors or otherwise. Any repeal or modification of this Article IX shall only be prospective and shall not adversely affect any rights to indemnification and to the advancement of expenses of a director, officer, employee or agent of the Corporation (collectively, the “Covered Persons”) existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
B. The Corporation hereby acknowledges that certain Covered Persons may have rights to indemnification and advancement of expenses (directly or through insurance obtained by any such entity) provided by one or more third parties (collectively, the “Other Indemnitors”), and which may include third parties for whom such Covered Person serves as a manager, member, officer, employee or agent. The Corporation hereby agrees and acknowledges that notwithstanding any such rights that a Covered Person may have with respect to any Other Indenmitor(s), (i) the Corporation is the indemnitor of first resort with respect to all Covered Persons and all obligations to indemnify and provide advancement of expenses to Covered Persons, (ii) the Corporation shall be required to indemnify and advance the full amount of expenses incurred by the Covered Persons, to the fullest extent required by law, the terms of this Certificate of Incorporation, the Bylaws, any agreement to which the Corporation is a party, any vote of the stockholders or the Board, or otherwise, without regard to any rights the Covered Persons may have against the Other Indemnitors and (iii) to the fullest extent permitted by law, the Corporation irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by the Other Indemnitors with respect to any claim for which the Covered Persons have sought indemnification from the Corporation shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of the Covered Persons against the Corporation. These rights shall be a contract right, and the Other Indemnitors are express third party beneficiaries of the terms of this paragraph. Notwithstanding anything to the contrary herein, the obligations of the Corporation under this paragraph shall only apply to Covered Persons in their capacity as Covered Persons.
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ARTICLE X
FORUM SELECTION
A. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Court”) (or, if and only if the Chancery Court lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) and any appellate court thereof shall, to the fullest extent permitted by law, be the sole and exclusive forum for the following claims or causes of action under the Delaware statutory or common law: (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action, suit or proceeding against the Corporation or any current or former director, officer or other employee of the Corporation arising pursuant to any provision of the DGCL or this Certificate of incorporation or the Bylaws (as each may be amended from time to time), (iv) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws (as each may be amended from time to time, including any right, obligation, or remedy thereunder), (v) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Chancery Court, or (vi) any action, suit or proceeding asserting a claim against the Corporation or any current or former director, officer or other employee of the Corporation governed by the internal affairs doctrine or otherwise related to the Corporation’s internal affairs, in all cases to the fullest extent permitted by law and subject to the court having personal jurisdiction over the indispensable parties named as defendants. If any action the subject matter of which is within the scope of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (a) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of the immediately preceding sentence and (b) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
B. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
C. Notwithstanding the foregoing, the provisions of this Article X shall not apply to any claim or action arising under the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.
D. Any person or entity holding, owning, purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article X.
ARTICLE XI
BUSINESS OPPORTUNITY
A. In recognition and anticipation that (i) certain directors, managers, principals, officers, employees and/or other representatives of the Principal Stockholders (as defined below) and their Affiliates (as defined below) may serve as directors, officers or agents of the Corporation, (ii) the Principal Stockholders and their Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (iii) members of the Board who are not employees of the Corporation or a majority owned subsidiary thereof (“Non-Employee Directors”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article XI are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve any of the Principal Stockholders, the Non-Employee Directors or their respective Affiliates and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.
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B. None of (i) the Principal Stockholders or any of their Affiliates or (ii) any Non-Employee Director or his or her Affiliates (the Persons (as defined below) identified in (i) and (ii) above being referred to, collectively, as “Identified Persons” and, individually, as an “Identified Person’’) shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (1) engaging in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates now engages or proposes to engage or (2) otherwise competing with the Corporation or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity which may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates, except as provided in Section C of this Article XI. Subject to Section C of this Article XI, in the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, offers or directs such corporate opportunity to another Person, or does not communicate information regarding such corporate opportunity to the Corporation or any Affiliate of the Corporation.
C. The Corporation does not renounce its interest in any corporate opportunity offered to any Non-Employee Director if such opportunity is expressly offered to such Person solely in his or her capacity as a director of the Corporation, and the provisions of Section B of this Article XI shall not apply to any such corporate opportunity.
D. In addition to and notwithstanding the foregoing provisions of this Article XI, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is neither financially or legally able, nor contractually permitted, to undertake, (ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy.
E. Solely for purposes of this Article XI, (a) “Principal Stockholder” means any person or entity who, directly or indirectly, beneficially owns more than 10% of the outstanding voting securities of the corporation or otherwise exercises significant influence or control over the corporation, whether through voting power, contractual arrangements, or ownership of equity interests, as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and (b) “Affiliate” shall mean (a) in respect of any Principal Stockholder, any Person that, directly or indirectly, is controlled by such Principal Stockholder, controls such Principal Stockholder or is under common control with such Principal Stockholder and shall include (i) any principal, member, director, manager, partner, stockholder, officer, employee or other representative of any of the foregoing (other than the Corporation and any entity that is controlled by the Corporation) and (ii) any funds or vehicles advised by Affiliates of such Principal Stockholder, (b) in respect of a Non-Employee Director, any Person that, directly or indirectly, is controlled by such Non-Employee Director (other than the Corporation and any entity that is controlled by the Corporation) and (c) in respect of the Corporation, any Person that, directly or indirectly, is controlled by the Corporation.
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F. To the fullest extent permitted by law, any Person purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XI.
ARTICLE XII
AMENDMENTS
A. The Corporation reserves the right to amend, alter, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred herein are granted subject to this reservation
B. If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, then, to the fullest extent permitted by law:
(i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other circumstances shall not, to the fullest extent permitted by law, in any way be affected or impaired thereby and (ii) to the fullest extent permitted by applicable law, the provisions of this Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of lncorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.
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Exhibit 3.2
AMENDED & RESTATED BYLAWS
OF
CN HEALTHY FOOD TECH GROUP CORP.
ARTICLE I
OFFICES
1.1 Registered Office. The registered office of CN Healthy Food Tech Group Corp. (the “Corporation”) in the State of Delaware shall be established and maintained at 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle and The Corporation Trust Company shall be the registered agent of the corporation in charge thereof.
1.2 Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
2.1 Place of Meetings. All meetings of the stockholders shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.
2.2 Annual Meetings. The annual meeting of stockholders shall be held on such date and at such time as may be fixed by the Board of Directors and stated in the notice of the meeting, for the purpose of electing directors and for the transaction of only such other business as is properly brought before the meeting in accordance with these Bylaws (the “Bylaws”).
Written notice of an annual meeting stating the place, date and hour of the meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the annual meeting.
To be properly brought before the annual meeting, business must be either (i) specified in the notice of annual meeting (or any supplement or amendment thereto) given by or at the direction of the Board of Directors, (ii) otherwise brought before the annual meeting by or at the direction of the Board of Directors, or (iii) otherwise properly brought before the annual meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided, however, that in the event that less than seventy (70) days notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, notice by a stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, whichever first occurs. A stockholder’s notice to the Secretary shall set forth (a) as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, and (ii) any material interest of the stockholder in such business, and (b) as to the stockholder giving the notice (i) the name and record address of the stockholder and (ii) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Section 2.2. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to the annual meeting that business was not properly brought before the annual meeting in accordance with the provisions of this Section 2.2, and if such officer should so determine, such officer shall so declare to the annual meeting and any such business not properly brought before the meeting shall not be transacted.
2.3 Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation of the Corporation (as the same shall have been from time to time amended, restated or otherwise modified, the “Certificate of Incorporation”), may only be called by a majority of the entire Board of Directors, or the Chief Executive Officer or the Chairman, and shall be called by the Secretary at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
Unless otherwise provided by law, written notice of a special meeting of stockholders, stating the time, place and purpose or purposes thereof, shall be given to each stockholder entitled to vote at such meeting, not less than ten (10) or more than sixty (60) days before the date fixed for the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
2.4 Quorum. The holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the holders of a majority of the votes entitled to be cast by the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.
2.5 Organization. The Chairman of the Board of Directors shall act as chairman of meetings of the stockholders. The Board of Directors may designate any other officer or director of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board of Directors, and the Board of Directors may further provide for determining who shall act as chairman of any stockholders meeting in the absence of the Chairman of the Board of Directors and such designee. The Secretary of the Corporation shall act as secretary of all meetings of the stockholders, but in the absence of the Secretary the presiding officer may appoint any other person to act as secretary of any meeting.
2.6 Voting. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, and subject to Section 8.8, any question (other than the election of directors) brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat. At all meetings of stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect directors. Each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder, unless otherwise provided by the Certificate of Incorporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize any person or persons to act for him by proxy. All proxies shall be executed in writing and shall be filed with the Secretary of the Corporation not later than the day on which exercised. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.
2.7 No Stockholder Action by Written Consent. No action that is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting.
2.8 Voting List. Solely to the extent the same is required by law, (a) the officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder, (b) such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the election, either at a place within the city, town or village where the election is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where said meeting is to be held, and (c) the list shall be produced and kept at the time and place of election during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.
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2.9 Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.8 or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.
2.10 Adjournment. Any meeting of the stockholders, including one at which directors are to be elected, may be adjourned for such periods as the presiding officer of the meeting or the stockholders present in person or by proxy and entitled to vote shall direct.
2.11 Ratification. Any transaction questioned in any stockholders’ derivative suit, or any other suit to enforce alleged rights of the Corporation or any of its stockholders, on the ground of lack of authority, defective or irregular execution, adverse interest of any director, officer or stockholder, nondisclosure, miscomputation or the application of improper principles or practices of accounting may be approved, ratified and confirmed before or after judgment by the Board of Directors or by the holders of Common Stock and, if so approved, ratified or confirmed, shall have the same force and effect as if the questioned transaction had been originally duly authorized, and said approval, ratification or confirmation shall be binding upon the Corporation and all of its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.
2.12 Inspectors. The election of directors and any other vote by ballot at any meeting of the stockholders shall be supervised by at least one inspector. Such inspectors shall be appointed by the Board of Directors in advance of the meeting. If the inspector so appointed shall refuse to serve or shall not be present, such appointment shall be made by the officer presiding at the meeting.
ARTICLE III
DIRECTORS
3.1 Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the Certificate of Incorporation. The number of directors which shall constitute the Board of Directors shall be not less than one (1) nor more than twelve (12). The exact number of directors shall be fixed from time to time, within the limits specified in this Section 3.1 or in the Certificate of Incorporation, by the Board of Directors. Directors need not be stockholders of the Corporation. The Board may be divided into classes as more fully described in the Certificate of Incorporation.
3.2 Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office until the next annual meeting of stockholders at which his class stands for election or until such director’s earlier resignation, removal from office, death or incapacity.
Unless otherwise provided in the Certificate of Incorporation or these Bylaws or permitted in the specific case by resolution of the Board of Directors, vacancies and newly created directorships resulting from any increase in the authorized number of directors or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and not by stockholders, and each director so chosen shall hold office until the next election of the class for which such director shall have been chosen, and until his successor shall be elected and qualified, or until such director’s earlier resignation, removal from office, death or incapacity.
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3.3 Nominations. Nominations of persons for election to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may be made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 3.3. Such nominations by any stockholder shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided however, that in the event that less than seventy (70) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder’s notice to the Secretary shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person, and (d) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to the Rules and Regulations of the U.S. Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934, as amended, and (ii) as to the stockholder giving the notice (a) the name and record address of the stockholder and (b) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.
3.4 Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. The first meeting of each newly elected Board of Directors shall be held immediately after and at the same place as the meeting of the stockholders at which it is elected and no notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided a quorum shall be present. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chief Executive Officer, the Chairman or a majority of the entire Board of Directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, facsimile, telegram or e-mail on twenty-four (24) hours notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.
3.5 Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors or such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors or of any committee thereof, a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
3.6 Organization of Meetings. The Board of Directors shall elect one of its members to be Chairman of the Board of Directors. The Chairman of the Board of Directors shall lead the Board of Directors in fulfilling its responsibilities as set forth in these Bylaws, including its responsibility to oversee the performance of the Corporation, and shall determine the agenda and perform all other duties and exercise all other powers which are or from time to time may be delegated to him or her by the Board of Directors. Meetings of the Board of Directors shall be presided over by the Chairman of the Board of Directors, or in his or her absence, by the Chief Executive Officer, or in the absence of the Chairman of the Board of Directors and the Chief Executive Officer by such other person as the Board of Directors may designate or the members present may select.
3.7 Actions of Board of Directors Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filled with the minutes of proceedings of the Board of Directors or committee.
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3.8 Removal of Directors by Stockholders. The entire Board of Directors or any individual Director may be removed from office with or without cause by a majority vote of the holders of the outstanding shares then entitled to vote at an election of directors. Notwithstanding the foregoing, if the Corporation’s Board of Directors is classified, stockholders may effect such removal only for cause. In case the Board of Directors or any one or more Directors be so removed, new Directors may be elected at the same time for the unexpired portion of the full term of the Director or Directors so removed.
3.9 Resignations. Any Director may resign at any time by submitting his written resignation to the Board of Directors or Secretary of the Corporation. Such resignation shall take effect at the time of its receipt by the Corporation unless another time be fixed in the resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective.
3.10 Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided by law and in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution or amending the Bylaws of the Corporation; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
3.11 Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed amount (in cash or other form of consideration) for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
3.12 Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.
3.13 Meetings by Means of Conference Telephone. Members of the Board of Directors or any committee designed by the Board of Directors may participate in a meeting of the Board of Directors or of a committee of the Board of Directors by means of conference telephone, video meeting software or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.
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ARTICLE IV
OFFICERS
4.1 General. The officers of the Corporation shall be elected by the Board of Directors and may consist of: a Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Secretary and Treasurer. The Board of Directors, in its discretion, may also elect one or more Vice Presidents (including Executive Vice Presidents and Senior Vice Presidents), Assistant Secretaries, Assistant Treasurers, a Controller and such other officers as in the judgment of the Board of Directors may be necessary or desirable. Any number of offices may be held by the same person and more than one person may hold the same office, unless otherwise prohibited by law, the Certificate of Incorporation or these Bylaws. The officers of the Corporation need not be stockholders of the Corporation, nor need such officers be directors of the Corporation.
4.2 Election. The Board of Directors at its first meeting held after each annual meeting of stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Except as otherwise provided in this Article IV, any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries, if any, of all officers who are directors of the Corporation shall be fixed by the Board of Directors.
4.3 Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, and any such officer may, in the name and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.
4.4 Chief Executive Officer. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, the Chief Executive Officer shall have ultimate authority for decisions relating to the general management and control of the affairs and business of the Corporation and shall perform such other duties and exercise such other powers which are or from time to time may be delegated to him or her by the Board of Directors or these Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board of Directors.
4.5 President. At the request of the Chief Executive Officer, or in the absence of the Chief Executive Officer, or in the event of his or her inability or refusal to act, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon such office. The President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe.
4.6 Chief Financial Officer. The Chief Financial Officer shall have general supervision, direction and control of the financial affairs of the Corporation and shall perform such other duties and exercise such other powers which are or from time to time may be delegated to him or her by the Board of Directors or these Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board of Directors. In the absence of a named Treasurer, the Chief Financial Officer shall also have the powers and duties of the Treasurer as hereinafter set forth and shall be authorized and empowered to sign as Treasurer in any case where such officer’s signature is required.
4.7 Chief Operating Officer. The Chief Operating Officer shall directly supervise the day-to-day business, affairs and operations of the Corporation, subject to the oversight of the Chief Executive Officer, and shall perform such other duties and exercise such other powers which are or from time to time may be delegated to him or her by the Board of Directors or these Bylaws. The Chief Operating Officer may sign certificates of stock and may sign and seal bonds, debentures, contracts or other obligations authorized by the Board of the Directors.
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4.8 Vice Presidents. At the request of the Chief Executive Officer or in the absence of the Chief Executive Officer, or in the event of his or her inability or refusal to act, the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon such office. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of such officer to act, shall perform the duties of such office, and when so acting, shall have all the powers of and be subject to all the restrictions upon such office.
4.9 Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, then any Assistant Secretary shall perform such actions. If there be no Assistant Secretary, then the Board of Directors or the Chief Executive Officer may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
4.10 Treasurer. The Treasurer, if there be any, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
4.11 Assistant Secretaries. Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.
4.12 Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
4.13 Controller. The Controller shall establish and maintain the accounting records of the Corporation in accordance with generally accepted accounting principles applied on a consistent basis, maintain proper internal control of the assets of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer, the Chief Financial Officer or the Chief Operating Officer may prescribe.
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4.14 Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.
4.15 Vacancies. The Board of Directors and the Chief Executive Officer shall each have the power to fill any vacancies in any office occurring from whatever reason.
4.16 Resignations. Any officer may resign at any time by submitting his written resignation to the Corporation. Such resignation shall take effect at the time of its receipt by the Corporation, unless another time be fixed in the resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective.
4.17 Removal. Subject to the provisions of any employment agreement approved by the Board of Directors, any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors.
ARTICLE V
CAPITAL STOCK
5.1 Form of Certificates. The shares of stock in the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be in uncertificated form. Stock certificates shall be in such forms as the Board of Directors may prescribe and signed by any two officers of the Corporation from among the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer.
5.2 Signatures. Any or all of the signatures on a stock certificate may be a facsimile, including, but not limited to, signatures of officers of the Corporation and countersignatures of a transfer agent or registrar. In case an officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.
5.3 Lost Certificates. The Board of Directors may direct a new stock certificate or certificates to be issued in place of any stock certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new stock certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
5.4 Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of certificated stock shall be made on the books of the Corporation only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued. Transfers of uncertificated stock shall be made on the books of the Corporation only by the person then registered on the books of the Corporation as the owner of such shares or by such person’s attorney lawfully constituted in writing and written instruction to the Corporation containing such information as the Corporation or its agents may prescribe. No transfer of uncertificated stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. The Corporation shall have no duty to inquire into adverse claims with respect to any stock transfer unless (a) the Corporation has received a written notification of an adverse claim at a time and in a manner which affords the Corporation a reasonable opportunity to act on it prior to the issuance of a new, reissued or re-registered share certificate, in the case of certificated stock, or entry in the stock record books of the Corporation, in the case of uncertificated stock, and the notification identifies the claimant, the registered owner and the issue of which the share or shares is a part and provides an address for communications directed to the claimant; or (b) the Corporation has required and obtained, with respect to a fiduciary, a copy of a will, trust, indenture, articles of co-partnership, Bylaws or other controlling instruments, for a purpose other than to obtain appropriate evidence of the appointment or incumbency of the fiduciary, and such documents indicate, upon reasonable inspection, the existence of an adverse claim. The Corporation may discharge any duty of inquiry by any reasonable means, including notifying an adverse claimant by registered or certified mail at the address furnished by him or, if there be no such address, at his residence or regular place of business that the security has been presented for registration of transfer by a named person, and that the transfer will be registered unless within thirty days from the date of mailing the notification, either (1) an appropriate restraining order, injunction or other process issues from a court of competent jurisdiction; or (2) an indemnity bond, sufficient in the Corporation’s judgment to protect the Corporation and any transfer agent, registrar or other agent of the Corporation involved from any loss which it or they may suffer by complying with the adverse claim, is filed with the Corporation.
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5.5 Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed:
(a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and
(b) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
5.6 Registered Stockholders. Prior to due presentment for transfer of any share or shares, the Corporation shall treat the registered owner thereof as the person exclusively entitled to vote, to receive notifications and to all other benefits of ownership with respect to such share or shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State Delaware.
ARTICLE VI
NOTICES
6.1 Form of Notice. Notices to directors and stockholders other than notices to directors of special meetings of the board of Directors which may be given by any means stated in Section 3.4, shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by electronic mail.
6.2 Waiver of Notice. Whenever any notice is required to be given under the provisions of law or the Certificate of Incorporation or by these Bylaws of the Corporation, a written waiver, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular, or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation.
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ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
7.1 The Corporation shall indemnify any person who was or is a party or 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 he 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, limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he 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 his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he 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 reasonable cause to believe that his conduct was unlawful.
7.2 The Corporation shall 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 he 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, limited liability company, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and 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.
7.3 To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 7.1 or 7.2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.
7.4 Any indemnification under Sections 7.1 or 7.2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made:
(a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or
(b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
7.5 Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.
7.6 The indemnification and advancement of expenses provided by, or granted pursuant to the other Sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
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7.7 The Corporation shall have power 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 him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.
7.8 For purposes of this Article, references to “the Corporation” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continued.
7.9 For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article.
7.10 The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 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 the heirs, executors and administrators of such a person.
7.11 No director or officer of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not limit the liability of a director or officer (i) for any breach of the director’s or the officer’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 General Corporation Law of Delaware, or (iv) for any transaction from which the director or officer derived an improper personal benefit.
7.12 This Article VII shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than directors and officers of the Corporation when and as authorized by appropriate corporate action.
ARTICLE VIII
GENERAL PROVISIONS
8.1 Reliance on Books and Records. Each Director, each member of any committee designated by the Board of Directors, and each officer of the Corporation, shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.
8.2 Maintenance and Inspection of Records. The Corporation shall, either at its principal executive office or at such place or places as designated by the Board of Directors, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws, as may be amended to date, minute books, accounting books and other records.
Any such records maintained by the Corporation may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to the provisions of the Delaware General Corporation Law. When records are kept in such manner, a clearly legible paper form produced from or by means of the information storage device or method shall be admissible in evidence, and accepted for all other purposes, to the same extent as an original paper form accurately portrays the record.
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Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office in Delaware or at its principal executive office.
8.3 Inspection by Directors. Any director shall have the right to examine the Corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director.
8.4 Dividends. Subject to the provisions of the Certificate of Incorporation, if any, dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.
8.5 Checks. All checks or demands for money and notes of the Corporation shall be signed by the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer or such other persons as the Board of Directors may from time to time designate.
8.6 Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors. If the Board of Directors shall fail to do so, the Chief Financial Officer shall fix the fiscal year.
8.7 Seal. The corporate seal, if the Board of Directors determines that the Corporation should have a corporate seal, shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
8.8 Amendments. The original or other Bylaws may be adopted, amended or repealed by the stockholders entitled to vote thereon at any regular or special meeting or, if the Certificate of Incorporation so provides, by the Board of Directors. The fact that such power has been so conferred upon the Board of Directors shall not divest the stockholders of the power nor limit their power to adopt, amend or repeal Bylaws. Notwithstanding the foregoing or anything to the contrary herein, the affirmative vote of the holders of at least 66.7% of the total voting power of outstanding Common Stock shall be required for the stockholders of the Corporation to alter, amend or repeal, or adopt any provision of these Bylaws inconsistent with, the following provisions of these Bylaws: Article II, Section 3.1, Section 3.2, Section 3.8, Article VII or this Section 8.8 (including, without limitation, any such Article or Section as renumbered as a result of any amendment, alteration, change, repeal, or adoption of any other change to these Bylaws).
8.9 Interpretation of Bylaws. All words, terms and provisions of these Bylaws shall be interpreted and defined by and in accordance with the General Corporation Law of the State of Delaware, as amended, and as amended from time to time hereafter.
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Exhibit 10.1
SATISFACTION AND DISCHARGE OF indebtedness AGREEMENT
This Satisfaction and Discharge of Indebtedness Agreement (this “Agreement”) is made and entered into as of September 30, 2025, by and between Iron Horse Acquisition Corp., a Delaware corporation (the “Company”) and Zhong Gua Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (“CFI”) on the one hand, and D. Boral Capital, LLC (f/k/a EF Hutton LLC) (“D. Boral”), on the other hand. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Underwriting Agreement (as defined below).
RECITALS
WHEREAS, the Company and D. Boral are parties to an Underwriting Agreement dated December 27, 2023 (the “Underwriting Agreement”).
WHEREAS, pursuant to Sections 1.3 and 3.15 of the Underwriting Agreement, the Company is obligated to pay D. Boral the principal sum of $2,518,000 (the “Deferred Underwriting Commission”) upon the consummation of the Company’s Business Combination (as defined below);
WHEREAS, the Company and CFI announced that they executed a definitive business combination agreement that will result at the closing of the business combination with the Company as the surviving, publicly listed entity and changing its name to CN Healthy Food Tech Group Corp. (the “Business Combination”).
WHEREAS, the Business Combination is scheduled to close on or about the date hereof, at which time, the Deferred Underwriting Commission to D. Boral would be immediately due and payable.
WHEREAS, the Company and CFI request that, in lieu of the Company tendering the full amount of the Deferred Underwriting Commission ($2,518,000) due D. Boral in cash, D. Boral accepts cash and Shares (as defined below) of the Company’s common stock and the Promissory Note (as defined below) as full satisfaction of the Deferred Underwriting Commission.
WHEREAS, in lieu of collecting the full amount of the Deferred Underwriting Commission in cash at the time of the closing of the Business Combination, D. Boral hereby agrees to accept, in full satisfaction of the Deferred Underwriting Commission, the specific allocated payments of (1) $500,000 in cash at the time of the closing of the Business Combination; and (2) a senior promissory note bearing no interest (the “Promissory Note”) to be executed by the Company and CFI, pursuant to which the Company and CFI are, jointly and severally, obligated to pay DBC $2,018,000, in cash, within forty-five (45) calendar days of the closing of the Business Combination. Under the Promissory Note, in the event the Company and CFI breach by failing to pay the $2,150,000 owed by the conclusion of the forty-fifth calendar day following closure of the merger, the Company and CFI will ensure that five million (5,000,000) shares of common stock (the “Shares”) are authorized but unissued and that an irrevocable transfer instruction is given to the acting Trust Agent (“Continental”) such that the Shares shall be issued to DBC without needing authorization from the Company and CFI, to satisfy the unpaid amount of the Note, upon sending notice to Continental that the Promissory Note has not been paid in full. The
For clarity, this Agreement is not intended to, and shall not serve to, affect, modify or amend the Underwriting Agreement and the Deferred Underwriting Commission unless or until the amounts specified in Section 1.1 below are timely paid in full;
WHEREAS DBC, as successor to EF Hutton LLC, , is a third-party beneficiary to the Investment Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental, pursuant to which DBC is required to acknowledge and agree (the “Acknowledgement”) to the liquidation of the Trust Account (as defined in the Trust Agreement) upon the Closing Date;
NOW THEREFORE, in consideration of the foregoing promises and representations, which shall be deemed an integral part of this Agreement, and of the mutual covenants and agreements set forth herein, which the parties acknowledge and agree are good and valuable consideration, receipt and sufficiency of which are acknowledged by each party hereto, the parties agree as follows:
ARTICLE I
CONDITIONS TO SATISFACTION AND DISCHARGE
| 1.1 | D. Boral shall only acknowledge and discharge the Deferred Underwriting Commission and will only acknowledge that the Company and CFI’s obligations to pay the Deferred Underwriting Commission in cash are satisfied and discharged, if the conditions below occur on the closing date of the Business Combination: |
| A. | On the Closing Date, the Company or CFI shall have wired $500,000 to the bank account of D. Boral; |
| B. | The Company and CFI shall have executed the Promissory Note in the principal amount of $2,018,000 to be paid, in full, within forty-five (45) days from the execution of this Agreement. If the principal amount of $2,018,000 is not paid, in full, within 45 days from execution of this Agreement, then default interest on the unpaid principal shall accrue at a default rate of fifteen percent (15%) per annum. |
| C. | Simultaneously with executing the Promissory Note, the Company shall provide its transfer agent with irreversible transfer instructions (with a copy to D. Boral) on behalf of D. Boral, that instructs the transfer agent to reserve 5,000,000 authorized but unissued Shares to be immediately issued to D. Boral in the event the Company or CFI fail to timely pay, in full, the Promissory Note in cash within forty-five (45) days from its execution. The transfer instructions shall provide that the Shares are to be immediately issued to D. Boral upon written notice from D. Boral that the Company or CFI has not paid the Promissory Note, in whole or in part, and D. Boral shall instruct the transfer agent to transfer the Shares in order to satisfy the amount due pursuant tothe Promissory Note. A copy of the irreversible transfer instructions are attached hereto as Exhibit A. |
| D. | In the event the Shares are transferred to D. Boral and then, registered pursuant to Section 2.1 below, D. Boral shall provide the Company and CFI with the trading records within three (3) business days from receipt of said records to confirm the net proceeds from the sales (i.e., not including any brokerage fees and other expenses and costs incurred by D. Boral selling the Shares), which shall be used to satisfy all or part of the Promissory Note. |
In the event D. Boral sells the Shares received pursuant to sections 1.1.C-1.1.E above and net proceeds from the sales do not satisfy the amount due pursuant to the Promissory Note, the Company and CFI shall remain jointly and severally liable, to pay the remaining amount due on the Promissory Note, including default interest, expenses and costs. On the other hand, if DBC’s proceeds from the sales of the Shares exceed the amount due on the Promissory Note, including accrued default interest, expenses and costs, then the remaining unsold Shares shall be cancelled, and any proceeds from the sale of the Shares that exceed the amount due under the Promissory Note shall be reimbursed to the Company.
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ARTICLE II
AGREEMENTS AND COVENANTS
| 2.1 | In the event the Company and CFI do not pay, in full, the Promissory Note within forty-five (45) days from its execution and D. Boral receives the Shares held in reserve with the transfer agent, the Company and CFI shall, within sixty (60) days from the issuance of the Shares to D. Boral, cause to be filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, for the resale by D. Boral (or its designees) of all of the Shares issued pursuant to Section 1.1.B. |
| 2.2 | D. Boral agrees, upon the Company’s request, to promptly provide the Company with any information required to be included in any such registration statement regarding D. Boral and agrees to indemnify the Company for any inaccuracies with respect thereto that are included in such registration statement. |
| 2.3 | The Execution and Delivery of this Agreement by DBC shall constitute a waiver, by DBC, of its obligation to provide the Acknowledgement pursuant to the Trust Agreement, with the effect of permitting the Trust Account to be terminated as provided therein. |
ARTICLE III
MISCELLANEOUS PROVISIONS
| 3.1 | This Agreement shall be governed by and construed in accordance with the laws of the State of New York. If the Company or CFI fail to strictly comply with the terms of this Agreement, then the Company or CFI shall reimburse the D. Boral promptly for all fees, costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by D. Boral in any action in connection with this Agreement, including, without limitation, those incurred: (A) during any workout, attempted workout, and/or in connection with the rendering of legal advice as to D. Boral’s rights, remedies and obligations, (B) collecting any sums which become due to D. Boral, (C) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (D) the protection, preservation or enforcement of any rights or remedies of the D. Boral. |
| 3.2 | Except for the Company’s obligations to pay the Deferred Underwriting Commission set forth in Sections 1.3 and 3.15 of the Underwriting Agreement, nothing set forth in this Agreement shall amend or modify the terms of the Underwriting Agreement, which shall remain binding pursuant it its terms, including, but not limited to, Section 5 “Indemnification and Contribution.” |
period.
| 3.2 | This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of which shall together constitute but one and the same instrument. |
| 3.3 | The Company hereby acknowledges and agrees that D. Boral shall be entitled to all of their rights, protections, indemnities and immunities in connection with their execution of this Agreement and the performance of any obligations hereunder or in connection herewith. |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, D. Boral, the Company and CFI have caused their corporate names to be hereunto affixed, and this instrument to be signed by their respective authorized officers, all as of the day and year first above written.
DBC:
D. Boral Capital LLC
| By: | /s/ Gaurav Verma | |
| Name: | Gaurav Verma | |
| Title: | Co-head of Investment Banking |
COMPANY:
IRON HORSE ACQUISITION CORP.
| By: | /s/ Jose Antonio Bengochea | |
| Name: | Jose Antonio Bengochea | |
| Title: | Chief Executive Officer |
CFI:
Zhong Guo Liang Tou Group Limited
| By: | /s/ Zhenjun Jiang | |
| Name: | Zhenjun Jiang | |
| Title: | Director |
Exhibit 10.2
Iron Horse Acquisition Corporation
PROMISSORY NOTE
| $2,018,000.00 | Issue Date: September 30, 2025 |
FOR VALUE RECEIVED, Iron Horse Acquisition Corporation, a Delaware corporation, and its successors in interest (herein called the “Company”) and Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands and it successors in interest (“CFI”, collectively with the Company, the “Borrower”), hereby promise to pay to D. Boral Capital, LLC (f/k/ EF Hutton LLC) (herein called the “Holder”), the principal sum of two million and eighteen thousand dollars ($2,018,000) (or the “Original Principal Amount”). In the case of an Event of Default (as defined below), this note shall bear default interest at a rate of fifteen percent (15%) per annum until such Event of Default is cured. The principal amount of this Note and shall be payable by November 17, 2025 (the “Maturity Date”).
Payments hereunder shall be made at such place as the holder hereof shall designate to the undersigned, in writing, in lawful money of the United States of America. Any payment which becomes due on a Saturday, Sunday or legal holiday shall be payable on the next business day. “Shares” means shares of common stock, par value $0.0001 per share, of the Company.
Article I - Conversion Rights and Certain Covenants
1. (a) In the event the Original Principal Amount is not paid in full on or before November 17, 2025, the Holder shall have the right, without the Borrower’s approval or consent, to instruct the Company’s transfer agent, Continental Stock Transfer & Trust (“Continental”), to deliver some or all of the Company’s (or its successor) common stock that will be held by Continental pursuant to the Irrevocable Transfer Agent Instructions (the “Instructions”) attached hereto as Exhibit A, subject to the conditions set forth in Section 1(b) below. Should the Borrower or Continental fail to deliver the Reserve Shares (as defined below) pursuant to the Instructions or should Borrower fail to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, inter-dealer quotation system or other self-regulatory organization with jurisdiction over Borrower or any of its securities on Borrower’s ability to issue the Reserve Shares requested by Holder, this will be considered an Event of Default.
(b) In the event that the Original Principal Amount is not paid in full on the Maturity Date, the Holder shall have the right to unilaterally instruct Continental to deliver the Reserve Shares to the Holder (a “Delivery Event”); provided that in no case shall the Borrower trigger a Delivery Event if the result of the issuance of Reserve Shares to thereby would result in the beneficial ownership of the Holder of Shares in excess of 4.99% of the outstanding shares of the Company’s common stock.
2. Mechanics of Delivery. As a condition to affecting a Delivery Event set forth in Section 1(a) or (b) above, the Holder shall properly complete and deliver to the Borrower a Delivery Notice, a form of which is annexed hereto as Exhibit B (“Delivery Notice”). The Delivery Notice shall set forth the number of Reserved Shares to be delivered to Holder. Upon timely delivery to the Borrower and Continental of the Delivery Notice, that number of Reserve Shares identified in the Delivery Notice shall be transferred transmitted by the Continental to the Holder via delivery of a book entry statement by Continental to the Holder.
3. Registration of Reserve Shares: Within sixty days of Continental’s receipt of the Delivery Notice, the Company or CFI shall file a registration statement for all of the Reserve Shares issued to Holder pursuant to Sections 1 and 2 above permitting the resale of the Reserve Shares by the Holder. Moreover, and notwithstanding anything to the contrary herein, in the event Borrower or its Continental refuse to deliver any Reserve Shares or delivers the Reserve Shares lacking/without the restrictive securities legend, it shall be an Event of Default of this Promissory Note.
4. Obligation to Deliver Reserve Shares Absolute; Certain Remedies.
(a) Failure to Deliver Reserve Shares Prior to Delivery Date. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties to this Note agree that if the Original Principal Amount is not received by Holder on or before November 17, 2025, the Note shall bear default interest at a rate of fifteen percent (15%) per annum, and if delivery of the Reserve Shares issuable pursuant to this Note are not delivered within forty eight (48) hours from receipt of the Deliver Notice, as required by this Agreement (a “Delivery Default”), such failure to deliver shall constitute an Event of Default with default interest continuing to accrue..
(b) Reservation of Reserve Shares. The Borrower covenants and agrees at all times to have authorized and reserved 5,000,000 of common stock of the Company Shares (the Reserved Shares”) with Continental. The Borrower warrants, covenants and agrees that a registration statement will be filed (within 60 days of the Company’s receipt of a Delivery Notice) to cover the resale of the amount of Reserved Shares identified in the Delivery Notice. The Borrower will instruct Continental to reserve all Reserved Shares in the name of the Holder for issuance upon receipt of a Delivery Notice. The Borrower represents and warrants and covenants and agrees that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of Reserve Shares, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of Reserve Shares authorized and reserved, free from preemptive rights. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue shares of the Reserve Shares issuable upon Delivery Notice pursuant to irrevocable instructions, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of issuing the necessary Reserve Shares in accordance with the terms and conditions of this Note. If at any time the Borrower does not maintain the Reserved Shares, sixty days after the issuance of this Note, it shall constitute an Event of Default. The Borrower will instruct Continental to provide the outstanding share information to the Holder in connection with its Reserve Shares. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Shares issuable upon execution of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Reserve Shares in accordance with the terms and conditions of this Note. In the event that the Borrower shall be unable to reserve the entirety of the Reserved Shares (the “Reserve Amount Failure”), the Borrower shall promptly take all actions necessary to increase its authorized share capital to accommodate the Reserved Shares (the “Authorized Share Increase”), including without limitation, all board of directors actions and approvals and promptly (but no less than 60 days following the calling and holding a special meeting of its shareholders no more than sixty (60) days following the Reserve Amount Failure to seek approval of the Authorized Share Increase via the solicitation of proxies. Continental or the Company’s current transfer agent is hereby irrevocably authorized and irrevocably directed by the Company to disclose the number of shares available in Company treasury and the “Company Use” or “Corporate Use” category to the Holder upon Holder’s request.
(c) Book Entry upon Conversion. Notwithstanding anything to the contrary set forth herein, upon delivery of the Reserve Shares to the Holder, in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless and until the sales by the Holder of the Reserve Shares (in the manner set forth in Section 6 below) satisfy the entire unpaid principal amount and default interest, if any, of this Note.
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5. Limitations on Conversion. Holder shall not effect any delivery of the Reserve Shares, to the extent (but only to the extent) that the Holder or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the common stock of the Company. For purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Act of 1934, as amended, and the rules and regulations promulgated thereunder. The limitations contained in this paragraph shall apply to a successor Holder of this Note. For any reason at any time, upon the written or oral request of the Holder, the Company shall within two (2) Trading Days confirm orally to the Holder and, if requested, in writing to the Holder the number of Shares then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Shares, including, without limitation, pursuant to this Note.
6. Mechanics of Sale of Reserve Shares. Subsequent to the Registration of the Reserve Shares and within three (3) business days of the Holder’s sale of some or all of Reserve Shares, the Holder shall provide the Borrower with Holder’s brokerage statements showing the net proceeds that Holder received from the sale Reserve Shares (not including any brokerage fees and other expenses and costs incurred by Holder in selling the Reserve Shares), which shall on a dollar for dollar basis, set-off in order of payment, the default interest accured at the time of the sales of the Reserve Shares, and then, the Original Principal Amount.. In the event that the Holder sells Reserve Shares in an amount in excess of the total amount due under this Note, Holder shall reimburse the excess amount to the Company.
Article II - Event of Default
1. This Note shall begin to accrue an interest rate of 15.0% per annum upon the occurrence of any of the following specified events of default (any of which, an “Event of Default”) and the application of interest shall end when the Event of Default is cured as deemed by Holder; provided however that should clause (b) below occur, then such event shall automatically accelerate payment by Borrower of the Outstanding Balance which shall become immediately due and payable:
| (a) | If the Borrower, for any reason, fails to deliver all of the Reserve Shares to Continental for the benefit of the Holder; |
| (b) | If the Borrower or Continental, for any reason, fail to deliver or maintain the Reserve Shares to the Holder pursuant to the Instructions or should Borrower fail to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, inter-dealer quotation system or other self-regulatory organization with jurisdiction over Borrower or any of its securities on Borrower’s ability to issue the Reserve Shares requested by Holder, this will be considered an Event of Default; |
| (c) | If the Borrower fails to pay Holder the remaining amount due (i.e., the Original Principal Amount and Default Interest, if any, under this Note within five (5) business days of Holder’s last sale of the Reserve Shares. |
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(d) If the Company or CFI commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking of possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall take any corporate action to authorize any of the foregoing; or an involuntary case or other proceeding shall be commenced against the Company or CFI seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed or unstayed for a period of 60 consecutive days;
2. Declaration of this Note being immediately due and payable by the Holder may only be made by written notice to the Borrower declaring the unpaid balance of the principal amount of this Note to be due. The Borrower agrees that a declaration of default via email from the Holder to the undersigned at __________@________.com, with a copy to ______@_____.com, is acceptable written notice. Such declaration shall be deemed given upon the occurrence of any event specified in clause (b) above. In the Event of a Default, all expenses and costs incurred by Holder in connection with enforcement of the Note and collection of any judgment on the Note, including reasonable attorneys’ fees, including those of Holder’s in-house counsel, shall be paid by the Company.
Article III - Miscellaneous
This Note may be prepaid by the Borrower in whole or in part at any time or from time to time without penalty or premium. The obligations of the Company, CFI and the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not such successors or assigns are permitted by the terms hereof.
The Borrower for themselves and their successors and assigns hereby waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance or endorsement of this Note, and agrees that this Note shall be deemed to have been made under, and shall be interpreted and governed by reference to, the laws of the State of New York. The Borrower for themselves and their successors hereby expressly and irrevocably agrees that any suit or proceeding arising directly and/or indirectly pursuant to or under this Promissory Note shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereto covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the City, County and State of New York and agree that any process in any such action may be served upon any of them by electronic mail at__________@________.com, with a copy to ______@_____.com, personally or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York, New York. The Borrower for themselves and their successors expressly and irrevocably waive any claim or defense that any such jurisdiction in New York, New York is not a convenient forum for any such suit or proceeding.
Except as expressly agreed in writing by the Holder, no extension of time for payment of this Note, or any installment hereof, and no alteration, amendment or waiver of any provision of this Note shall release, discharge, modify, change or affect the liability of the Company under this Note.
All of the covenants, stipulations, promises and agreements made by or contained in this Note on behalf of the undersigned shall bind its successors, whether so expressed or not.
No failure on the part of the Holder to exercise, and no delay in exercising, any right under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of such rights preclude any other or further exercise thereof or the exercise of any other right.
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THE COMPANY AND CFI ACKNOWLEDGE THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.
It is the intention of the Company, CFI and the Holder that all payments due hereunder will be treated for accounting and tax purposes as indebtedness of the Borrower to the Holder. Each of the Borrower and the Holder agrees to report such payments due hereunder for the purposes of all taxes in a manner consistent with such intended characterization.
If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions herein shall in no way be affected thereby.
[signature page of Note follows]
IN WITNESS WHEREOF, the Company has caused this Note to be signed in its corporate name by a duly authorized officer as of the date hereinabove set forth.
| Iron Horse Acquisition Corp. | ||
| By: | /s/ Jose Antonio Bengochea | |
| Name: | Jose Antonio Bengochea | |
| Title: | Chief Executive Officer | |
| Zhong Guo Liang Tou Group Limited | ||
| By: | /s/ Zhenjun Jiang | |
| Name: | Zhenjun Jiang | |
| Title: | Chief Executive Officer | |
| D. Boral Capital, LLC | ||
| By: | /s/ Gaurav Verma | |
| Name: | Gaurav Verma | |
| Title: | Co-Head of Investment Banking | |
Exhibit 10.3
IRON HORSE ACQUISITION CORPORATION
PROMISSORY NOTE
| $1,421,343.13 | Issue Date: September 30, 2025 |
FOR VALUE RECEIVED, Iron Horse Acquisition Corp., a Delaware corporation and Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands and it successors in interest (collectively, “CFI”; the “Borrower”), hereby promise to pay Bengochea SPAC Sponsors I LLC, a Delaware LLC, together (collectively, the “Company”, with Bengochea SPAC Sponsors I LLC individually referred to as the “Sponsor” and collectively the “Holder”), the principal sum of one million four hundred twenty one thousand three hundred forty three dollars and thirteen cents ($1,421,343.13) (or the “Original Principal Amount”). In the case of an Event of Default (as defined below), this note shall bear default interest at a rate of fifteen percent (15%) per annum until such Event of Default is cured. The principal amount of this Note and shall be payable by November 15, 2025 (the “Maturity Date”).
Payments hereunder shall be made at such place as the holder hereof shall designate to the undersigned, in writing, in lawful money of the United States of America. Any payment which becomes due on a Saturday, Sunday or legal holiday shall be payable on the next business day. “Shares” means shares of common stock, par value $0.0001 per share, of the publicly-traded CFI on NASDAQ (i.e., the Company and CFI announced that they executed a definitive business combination agreement that will result at the closing of the business combination with the Company that survives as the publicly listed entity changing its name to CN Healthy Food Tech Group Corp, therefore all references to shares are the common stock of this surviving entity).
ARTICLE I - CONVERSION RIGHTS AND CERTAIN COVENANTS
1. (a) In the event the Original Principal Amount is not paid in full on or before November 15, 2025, the Holder shall have the right, without the Borrower’s approval or consent, to instruct CFI’s transfer agent, Continental Stock Transfer & Trust (“Continental”), to deliver all of CFI’s (or its successor) common stock that will be held by Continental pursuant to the Irrevocable Transfer Agent Instructions (the “Instructions”) attached hereto as Exhibit A, subject to the conditions set forth in Section 1(b) below. Should the Borrower or Continental fail to deliver the Reserve Shares (as defined below) pursuant to the Instructions or should Borrower fail to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, inter-dealer quotation system or other self-regulatory organization with jurisdiction over Borrower or any of its securities on Borrower’s ability to issue the Reserve Shares requested by Holder, this will be considered an Event of Default.
(b) In the event that the Original Principal Amount is not paid in full on the Maturity Date, the Holder shall have the right to unilaterally instruct Continental to deliver the Reserve Shares to the Holder (a “Delivery Event”); provided that in no case shall the Borrower trigger a Delivery Event if the result of the issuance of Reserve Shares to thereby would result in the beneficial ownership of the Holder of Shares in excess of 4.99% of the outstanding shares of the Company’s common stock.
2. Mechanics of Delivery. As a condition to affecting a Delivery Event set forth in Section 1(a) or (b) above, the Holder shall properly complete and deliver to the Borrower a Delivery Notice, a form of which is annexed hereto as Exhibit B (“Delivery Notice”). The Delivery Notice shall set forth the number of Reserved Shares to be delivered to Holder. Upon timely delivery to the Borrower and Continental of the Delivery Notice, that number of Reserve Shares identified in the Delivery Notice shall be transferred transmitted by the Continental to the Holder via delivery of a book entry statement by Continental to the Holder.
3. Registration of Reserve Shares: Within sixty days of Continental’s receipt of the Delivery Notice, CFI shall file a registration statement for all of the Reserve Shares issued to Holder pursuant to Sections 1 and 2 above permitting the resale of the Reserve Shares by the Holder. Moreover, and notwithstanding anything to the contrary herein, in the event Borrower or Continental refuse to deliver any Reserve Shares or delivers the Reserve Shares lacking/without the restrictive securities legend, it shall be an Event of Default of this Promissory Note.
4. Obligation to Deliver Reserve Shares Absolute; Certain Remedies.
(a) Failure to Deliver Reserve Shares Prior to Delivery Date. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties to this Note agree that if delivery of the Reserve Shares issuable pursuant to this Note are not delivered within forty eight (48) hours as required by this Agreement (a “Delivery Default”), such failure to deliver shall constitute an Event of Default with default interest accruing immediately after the expiration of the 48 hour period.
(b) Reservation of Reserve Shares. The Borrower covenants and agrees at all times to have authorized and reserved an unlimited number of common stock of the Company Shares (the Reserved Shares”) with Continental. The Borrower warrants, covenants and agrees that a registration statement will be filed (within 60 days of the Company’s receipt of a Delivery Notice) to cover the resale of the amount of shares identified in the Delivery Notice. The Borrower will instruct Continental to reserve all Shares within the Reserved Amount in the name of the Holder for issuance upon receipt of a Delivery Notice. The Borrower represents and warrants and covenants and agrees that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of Reserve Shares, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of Reserve Shares authorized and reserved, free from preemptive rights. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue shares of the Reserve Shares issuable upon Delivery Notice pursuant to irrevocable instructions, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of issuing the necessary Reserve Shares in accordance with the terms and conditions of this Note. If at any time the Borrower does not maintain the Reserve Amount, sixty days after the issuance of this Note, it shall constitute an Event of Default. The Borrower will instruct Continental to provide the outstanding share information to the Holder in connection with its Reserve Shares. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Shares issuable upon execution of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Reserve Shares in accordance with the terms and conditions of this Note. In the event that the Borrower shall be unable to reserve the entirety of the Reserved Shares (the “Reserve Amount Failure”), the Borrower shall promptly take all actions necessary to increase its authorized share capital to accommodate the Reserved Shares (the “Authorized Share Increase”), including without limitation, all board of directors actions and approvals and promptly (but no less than 60 days following the calling and holding a special meeting of its shareholders no more than sixty (60) days following the Reserve Amount Failure to seek approval of the Authorized Share Increase via the solicitation of proxies. Continental or CFI’s current transfer agent is hereby irrevocably authorized and irrevocably directed by CFI to disclose the number of shares available in the CFI treasury and the “Company Use” or “Corporate Use” category to the Holder upon Holder’s request.
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(c) Book Entry upon Conversion. Notwithstanding anything to the contrary set forth herein, upon delivery of the Reserve Shares to the Holder, in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless and until the sales by the Holder of the Reserve Shares satisfy the entire unpaid principal amount and default interest, if any, of this Note.
5. Limitations on Conversion. Holder shall not effect any delivery of the Reserve Shares, to the extent (but only to the extent) that the Holder or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the common stock of CFI. For purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Act of 1934, as amended, and the rules and regulations promulgated thereunder. The limitations contained in this paragraph shall apply to a successor Holder of this Note. For any reason at any time, upon the written or oral request of the Holder, CFI shall within two (2) Trading Days confirm orally to the Holder and, if requested, in writing to the Holder the number of Shares then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Shares, including, without limitation, pursuant to this Note.
ARTICLE II - EVENT OF DEFAULT
1. This Note shall begin to accrue an interest rate of 15.0% per annum upon the occurrence of any of the following specified events of default (any of which, an “Event of Default”) and the application of interest shall end when the Event of Default is cured as deemed by Holder; provided however that should clause (b) below occur, then such event shall automatically accelerate payment by Borrower of the Outstanding Balance which shall become immediately due and payable:
| (a) | If the Borrower, for any reason, fails to deliver all of the Reserve Shares to Continental for the benefit of the Holder; |
| (b) | If the Borrower or Continental, for any reason, fail to deliver or maintain the Reserve Shares to the Holder pursuant to the Instructions or should Borrower fail to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, inter-dealer quotation system or other self-regulatory organization with jurisdiction over Borrower or any of its securities on Borrower’s ability to issue the Reserve Shares requested by Holder, this will be considered an Event of Default; |
| (c) | If the Borrower fails to pay Holder the remaining amount due, if any, under this Note within five (5) business days of Holder’s last sale of the Reserve Shares. |
(d) If CFI commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking of possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall take any corporate action to authorize any of the foregoing; or an involuntary case or other proceeding shall be commenced against CFI seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed or unstayed for a period of 60 consecutive days;
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2. Declaration of this Note being immediately due and payable by the Holder may only be made by written notice to the Borrower declaring the unpaid balance of the principal amount of this Note to be due. The Borrower agrees that a declaration of default via email from the Holder to the undersigned at dominic.sin@intrendrs.com, with a copy to sean@foodinvestment.cn, is acceptable written notice. Such declaration shall be deemed given upon the occurrence of any event specified in clause (b) above. In the Event of a Default, all expenses and costs incurred by Holder in connection with enforcement of the Note and collection of any judgment on the Note, including reasonable attorneys’ fees, including those of Holder’s in-house counsel, shall be paid by CFI.
ARTICLE III - MISCELLANEOUS
This Note may be prepaid by the Borrower in whole or in part at any time or from time to time without penalty or premium. The obligations of CFI and the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not such successors or assigns are permitted by the terms hereof.
The Borrower for themselves and their successors and assigns hereby waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance or endorsement of this Note, and agrees that this Note shall be deemed to have been made under, and shall be interpreted and governed by reference to, the laws of the State of New York. The Borrower for themselves and their successors hereby expressly and irrevocably agrees that any suit or proceeding arising directly and/or indirectly pursuant to or under this Promissory Note shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereto covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the City, County and State of New York and agree that any process in any such action may be served upon any of them by electronic mail at dominic.sin@intrendrs.com, with a copy to sean@foodinvestment.cn, personally or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York, New York. The Borrower for themselves and their successors expressly and irrevocably waive any claim or defense that any such jurisdiction in New York, New York is not a convenient forum for any such suit or proceeding.
Except as expressly agreed in writing by the Holder, no extension of time for payment of this Note, or any installment hereof, and no alteration, amendment or waiver of any provision of this Note shall release, discharge, modify, change or affect the liability of the Company under this Note.
All of the covenants, stipulations, promises and agreements made by or contained in this Note on behalf of the undersigned shall bind its successors, whether so expressed or not.
No failure on the part of the Holder to exercise, and no delay in exercising, any right under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of such rights preclude any other or further exercise thereof or the exercise of any other right.
CFI ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.
It is the intention of CFI and the Holder that all payments due hereunder will be treated for accounting and tax purposes as indebtedness of the Borrower to the Holder. Each of the Borrower and the Holder agrees to report such payments due hereunder for the purposes of all taxes in a manner consistent with such intended characterization.
If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions herein shall in no way be affected thereby.
[signature page of Note follows]
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IN WITNESS WHEREOF, the Company has caused this Note to be signed in its corporate name by a duly authorized officer as of the date hereinabove set forth.
| BENGOCHEA SPAC SPONSORS I LLC | ||
| By: | /s/ Jose Antonio Bengochea | |
| Name: | Jose Antonio Bengochea | |
| Title: | Chief Executive Officer | |
| IRON HORSE ACQUISITION CORP. / CFI | ||
| By: | ||
| Name: | William Caragol | |
| Title: | Chief Financial Officer | |
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EXHIBIT A
DEFINITIONS
“Conversion Default Payment” shall mean [$2,000] per Trading Day in cash, for each Trading Day beyond the Share Delivery Date that the Borrower fails to deliver such Shares until the Borrower issues and delivers a the Shares to the Holder’s brokerage account or credits the Holder’s account with the Borrower’s transfer agent for the number of Shares to which the Holder is entitled upon such Holder’s conversion of any Conversion Amount (under Holder’s and Borrower’s expectation that any damages will tack back to the Issue Date).
“Outstanding Balance” means the Original Principal Amount, as reduced or increased, as the case may be, pursuant to the terms hereof for conversion, breach hereof, Event of Default or otherwise, plus any accrued but unpaid interest and any other fees or charges incurred under this Note. This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of Borrower.
“Principal Market” means The Nasdaq Stock Market.
“Trading Day” shall mean any day on which the Shares is traded on the principal securities exchange or securities market on which the Shares is then traded, provided that “Trading Day” shall not include any day on which the Shares is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Shares is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).
“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization, or other similar transaction during such period.
EXHIBIT B
CONVERSION NOTICE
(To be executed by the Registered Holder in order to convert the Note)
The undersigned hereby elects to convert $____________of the Outstanding Balance due on the Note issued by
XX as of [Issue date] into Shares of YY (the “Borrower”) according to the conditions set forth in such Note, as of the date written below.
Date of Conversion:
Conversion Price:
Shares to Be Delivered:
Notwithstanding anything to the contrary contained herein, this Conversion Notice shall constitute a representation by the Holder of the Note submitting this Conversion Notice that, after giving effect to the conversion provided for in this Conversion Notice, such Holder (together with its affiliates) will not have beneficial ownership (together with the beneficial ownership of such person’s affiliates) of a number of Shares which exceeds the Maximum Percentage (as defined in the Note) of the total outstanding Shares of the Company as determined pursuant to the provisions of the Note.
Signature:
[ ____________]
PLEASE BE ADVISED, pursuant to the Note, “Upon receipt by the Company of a copy of the Conversion Notice, the Company shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice, SEND, VIA EMAIL, A CONFIRMATION OF RECEIPT OF SUCH CONVERSION NOTICE TO SUCH HOLDER INDICATING THAT THE COMPANY WILL PROCESS SUCH CONVERSION NOTICE in accordance with the terms herein. Within two (2) Business Days after the date of the Conversion Confirmation, the Company shall have issued and electronically transferred the shares to the Broker indicated by the Holder of the Note.
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Exhibit 10.4
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 30th day of September, 2025, by and among CN Healthy Food Tech Group Corp. (f/k/a Iron Horse Acquisitions Corp., a Delaware corporation) (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the securities held by them as of the date hereof;
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. The following capitalized terms used herein have the following meanings:
“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
“Business Combination” means the share exchange by and among the Company, Rosy Sea Holdings Limited and Zhong Guo Liang Tou Group Limited, pursuant to the terms of that certain Amended and Restated Business Combination Agreement, dated as of December 18, 2024.
“Commission” means the U.S. Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.
“Common Stock” means the common stock, par value $0.0001 per share, of the Company.
“Company” is defined in the preamble to this Agreement.
“Consideration Shares” means the shares of Common Stock that the Company will issue to Rosy Sea Holdings Limited at closing of the Business Combination.
“Consulting Shares” means 500,000 shares of Common Stock that each of Jose A. Bengochea and William Caragol will receive at closing of the Business Combination as compensation.
“Effectiveness Date” the date the Company is notified by the Commission that one or more of the Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the second Business Day following the date on which the Company is so notified; provided, further, that, if the Effectiveness Date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.
“Initial Filing Date” means five (5) business days after the date of the consummation of the Business Combination.
“Form S-3” is defined in Section 2.3.
“Indemnified Party” is defined in Section 4.3.
“Indemnifying Party” is defined in Section 4.3.
“Initial Shares” means 1,967,000 shares of Common Stock.
“Investor” is defined in the preamble to this Agreement.
“Investor Indemnified Party” is defined in Section 4.1.
“Mandatory Registration” is defined in Section 2.1.
“Notices” is defined in Section 6.3.
“Piggy-Back Registration” is defined in Section 2.2.1.
“Private Warrants” means 2,457,000 private warrants to purchase shares of Common Stock, which the Sponsor (or its designees) privately purchased simultaneously with the consummation of the Company’s initial public offering.
“Register,” “Registered” and “Registration” mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.
“Registrable Securities” means (i) the Initial Shares, (ii) the Private Warrants (and underlying shares of Common Stock), (iii) the Consideration Shares, (iv) the Consulting Shares and (v) any securities issuable upon conversion of loans from Investors to the Company, if any (the “Loan Securities”). Registrable Securities include any share capital or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Initial Shares, Private Warrants (and underlying shares of Common Stock), the Consideration Shares, the Consulting Shares, and Loan Securities. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding, or (d) the Registrable Securities are freely saleable under Rule 144 without volume limitations, manner of sale limitations or requirements for the Company to be current in its periodic reports and other filings under the Exchange Act.
“Registration Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.
“Sponsor” means Bengochea SPAC Sponsors I LLC, a Delaware limited liability company and the Company’s sponsor in the Company’s initial public offering (which, for the avoidance of doubt, is also an Investor hereunder).
“Underwriter” means, solely for the purposes of this Agreement, a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.
“Units” means the units of the Company, each comprised of one share of Common Stock, one warrant, and one right to acquire one-fifth (1/5) of one share of Common Stock upon consummation of the Business Combination.
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2. REGISTRATION RIGHTS.
2.1 Mandatory Registration.
2.1.1 On or prior to the Initial Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Parent is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on Form S-1 in accordance herewith) and shall contain the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof, but in any event prior to the applicable Effectiveness Date. The Company shall submit to the Commission a request for acceleration of the effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Business Day. The Company shall promptly notify the Holders by e-mail of the effectiveness of a Registration Statement on the same Business Day that the Company telephonically confirms effectiveness with the Commission. The Company shall, no later than the second Business Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424.
2.1.2 Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), the number of Registrable Securities to be registered shall include the number of Registrable Securities reduced on a pro rata basis based on the total number of Registrable Securities held by such other Holders (such proportion is referred to herein as “Pro Rata”). Promptly after such SEC Guidance is no longer applicable with respect to some or all of the remaining unregistered Registrable Securities, the Parent shall file an additional Registration Statement in accordance with this Section 2 with respect to such shares.
2.1.3 Each Holder agrees to furnish to the Parent a completed Selling Stockholder Questionnaire within three (5) Business Days following the consummation of the Business Combination, a form of which will be provided by the Company together with this Agreement. Each Holder further acknowledges and agrees that it shall not be entitled to be named as a selling security holder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned to the Parent a completed and signed Selling Stockholder Questionnaire. If a Holder of Registrable Securities returns a Selling Stockholder Questionnaire after the deadline specified in the previous sentence, the Parent shall use its commercially reasonable efforts to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire; provided that the Parent shall not be required to file an additional Registration Statement solely for such shares. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire will be used by the Parent in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.
2.2 Piggy-Back Registration.
2.2.1 Piggy-Back Rights. If at any time on or after the date the Company consummates the Business Combination the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2, the Company shall cause such Registrable Securities to be included in such registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration. Notwithstanding the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth under this Section 2.2.1 with respect to the Registrable Securities shall terminate on the seventh anniversary of the Effective Date.
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2.2.2 Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with the shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:
a) If the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Registrable Securities, as to which registration has been requested pursuant to the Piggy-Back Registration, as set forth in Section 2.2.1, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares;
b) If the registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), collectively the shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.
2.2.3 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.
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2.2.4 Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that (i) the Company shall not be obligated to effect such request through an underwritten offering and (ii) the Company shall not be obligated to effect more than two such requests. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000.
3. REGISTRATION PROCEDURES.
3.1 Filings; Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:
3.1.1 Filing Registration Statement. The Company shall use its reasonable best efforts to prepare and file with the Commission a Registration Statement before the Initial Filing Date on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable best efforts to keep it effective for the period required by Section 3.1.3.
3.1.2 Copies. The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.
3.1.3 Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or are no longer Registrable Securities, whichever occurs first (the “Effectiveness Period”).
3.1.4 Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall object.
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3.1.5 State Securities Laws Compliance. The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.
3.1.6 Agreements for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.
3.1.7 Cooperation. The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate in all reasonable respects in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors. If the Company is notified by the Commission that any Registration Statement filed hereunder will be subject to a limited review, the Company shall respond to any such initial comments (or follow-up comments) received by the Commission within eight business days of receipt. If the Company is notified by the Commission that any Registration Statement filed hereunder will be subject to a full review, the Company shall respond to any such initial comments (or follow-up comments) received from the Commission within eight business days of receipt.
3.1.8 Records. The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with such Registration Statement.
3.1.9 Opinions and Comfort Letters. Upon request, the Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, no later than two trading days after the Effectiveness Date, the Company shall furnish to its transfer agent and registrar and to each holder of Registrable Securities included in such Registration Statement, an opinion of counsel to the Company to the effect that the Registration Statement containing such prospectus covering the Registrable Securities has been declared effective and that no stop order is in effect.
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3.1.10 Earnings Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its stockholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
3.1.11 Listing. The Company shall use its reasonable best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities included in such registration.
3.1.12 Road Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $5,000,000, the Company shall use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any underwritten offering.
3.2 Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.2.4 hereof, upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. The Company may, upon giving prompt written notice of such action to the Holders (a “Suspension Notice”), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than 45 days for a single Suspension Event, determined in good faith by the Company to be necessary for such purpose (a “Suspension Period”); provided that the Company shall not declare more than two Suspension Events in any 12-month period; provided further, that no Suspension Event shall be declared within the 30 days following the conclusion of a prior Suspension Period; provided further, that the total Suspension Period in any consecutive 12-month period shall not exceed an aggregate of 90 days. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.2 (an “End of Suspension Notice”)
3.3 Registration Expenses. The Company shall bear all costs and expenses incurred in connection with any Mandatory Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.2.4, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses of any special experts retained by the Company in connection with such registration and (ix) the reasonable fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling stockholders and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.
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3.4 Information. The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s obligation to comply with Federal and applicable state securities laws.
4. INDEMNIFICATION AND CONTRIBUTION.
4.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.
4.2 Indemnification by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.
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4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.
4.4 Contribution.
4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
4.4.2 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1.
4.4.3 The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
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5. RULE 144.
5.1 Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.
6. MISCELLANEOUS.
6.1 Other Registration Rights. The Company represents and warrants that, except as disclosed in the Company’s registration statement on Form S-l (File No. 333-275076), no person, other than the holders of the Registrable Securities, has any right to require the Company to register any of the Company’s share capital for sale or to include the Company’s share capital in any registration filed by the Company for the sale of share capital for its own account or for the account of any other person.
6.2 Assignment: No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.
6.3 Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery.
To the Company:
CN Healthy Food Tech Group Corp.
Room 4, 27th Floor, Zhuhai Center Building, No. 1663 Yinwan Road
Xiangzhou District, Zhuhai City
Guangdong Province, China
Attn: Zhenjun Jiang
with a copy via email to sean@foodinvestment.cn
and with a copy to:
Lucosky Brookman LLP
101 Wood Avenue South, 5th Floor
Woodbridge, NJ 08830
Attn: Joseph M. Lucosky
with a copy via email to: jlucosky@lucbro.com
To an Investor, to the address set forth below such Investor’s name on Exhibit A hereto.
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6.4 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement 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 Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.
6.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.
6.6 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.
6.7 Modifications and Amendments. No amendment, modification or termination of this Agreement shall be binding upon the Company unless executed in writing by the Company. No amendment, modification or termination of this Agreement shall be binding upon the holders of the Registrable Securities unless executed in writing by the Sponsor (in its capacity as an Investor hereunder).
6.8 Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
6.9 Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.
6.10 Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.
6.11 Governing Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.
6.12 Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the Investor in the negotiation, administration, performance or enforcement hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Amended and Restated Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.
| COMPANY: | ||
| CN HEALTHY FOOD TECH GROUP CORP. | ||
| By: | /s/ Zhenjun Jiang | |
| Name: | Zhenjun Jiang | |
| Title: | Chief Executive Officer | |
| INVESTORS: | ||
| BENGOCHEA SPAC SPONSORS I LLC | ||
| By: | /s/ Jose Antonio Bengochea | |
| Name: | Jose Antonio Bengochea | |
| Title: | Chief Executive Officer | |
[Signature Page to Iron Horse Acquisitions Corp. Registration Rights Agreement]
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| /s/ JOSE ANTONIO BENGOCHEA | |
| JOSE ANTONIO BENGOCHEA | |
| /s/ BRIAN TURNER | |
| BRIAN TURNER | |
| /s/ JANE WAXMAN | |
| JANE WAXMAN | |
| /s/ WILLIAM CARAGOL | |
| WILLIAM CARAGOL | |
| /s/ KEN HERTZ | |
| KEN HERTZ | |
| /s/ SCOTT MORRIS | |
| SCOTT MORRIS |
[Signature Page to Iron Horse Acquisitions Corp. Registration Rights Agreement]
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EXHIBIT A
Name and Address of Investors
| Name | Address | Number of Shares | ||
| Jose Antonio Bengochea | ||||
| Brian Turner | ||||
| Jane Waxman | ||||
| William Caragol | ||||
| Ken Hertz | ||||
| Scott Morris | ||||
| Bengochea SPAC Sponsors I LLC | ||||
| Rosy Sea Holdings Limited |
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ANNEX A
The Selling Stockholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our Common Stock are traded or quoted or in private transactions. These sales may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The Selling Stockholders may use any one or more of the following methods when disposing of shares:
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| ● | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| ● | purchases by a broker-dealer as principal and resales by the broker-dealer for its account; |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; |
| ● | privately negotiated transactions; |
| ● | to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the SEC; |
| ● | broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; |
| ● | a combination of any of these methods of sale; and |
| ● | any other method permitted pursuant to applicable law. |
The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended, if available for a selling stockholder, rather than under this prospectus. The Selling Stockholders have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time.
The Selling Stockholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling stockholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares.
Broker-dealers engaged by the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law.
If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales.
The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part.
The Selling Stockholders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the Selling Stockholders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares.
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Exhibit 10.5
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of September 30, 2025, by and between Rosy Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (the “Holder”) and Iron Horse Acquisitions Corp., a Delaware corporation (the “Acquiror”).
A. Acquiror, Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (the “Company”), and the Holder entered Business Combination Agreement, dated as of September 27, 2024, as amended and restated on December 18, 2024, and as further amended on August 31, 2025 and September 12, 2025 (as so amended and restated, the “BCA”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the BCA..
B. The Holder is the record and/or beneficial owner of 100% of the Company Shares, which pursuant to the BCA will be exchanged for shares of Acquiror Common Stock.
C. As a condition of, and as a material inducement for Acquiror to enter into and consummate the transactions contemplated by the BCA, the Holder has agreed to execute and deliver this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:
AGREEMENT
1. Lock-Up.
(a) Subject to Section 1(b) below, during the Lock-up Period, the Holder, for the benefit of the Acquiror, agrees that it will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up Shares or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to the Lock-up Shares.
(b) In furtherance of the foregoing, during the Lock-up Period, the Acquiror will (i) place a stop order on all the Lock-up Shares, including those which may be covered by a registration statement, and (ii) notify the Acquiror’s transfer agent in writing of the stop order and the restrictions on the Lock-up Shares under this Agreement and direct the Acquiror’s transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement.
(c) For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.
(d) The term “Lock-up Period” means the date that is 180 days after the Closing Date (as defined in the BCA).
2. Beneficial Ownership. The Holder hereby represents and warrants that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Acquiror Common Stock, or any economic interest in or derivative of such shares, other than those shares of Acquiror Common Stock issued pursuant to the BCA. For purposes of this Agreement, the number of newly issued shares of Acquiror Common Stock issued to Holder in connection with the transactions contemplated under the BCA, and any securities convertible into, or exchangeable for, or representing the rights to receive Acquiror Common Stock, if any, acquired during the Lock-up Period , as adjusted by any stock split, stock dividend, combination or reclassification, or similar events are collectively referred to as the “Lock-up Shares.” For the purpose of clarification only, Lock-up Shares shall not include shares of Acquiror Common Stock acquired by such Holder in open market transactions during the Lock-up Period.
Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions to the Holder’s direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (b) transfers by bona fide gift or gifts to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of a will, testamentary document or the laws of descent and distribution upon death of the Holder; (d) transfers to the Acquiror’s officers, directors or their affiliates, (e) to Holder’s stockholders or members; (f) pledges of Lock-up Shares as security or collateral in connection with a borrowing or the incurrence of any indebtedness by the Holder, (g) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction approved by the board of directors of Acquiror; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-Up Shares subject to this Agreement shall remain subject to this Agreement, (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-Up Period, (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Acquiror Common Stock or the vesting of stock-based awards; and (j) transfers in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase shares of Acquiror Common Stock; provided, however, that, in the case of any transfer pursuant to the foregoing (a) through (e) clauses, it shall be a condition to any such transfer that the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto.
3. Representations and Warranties. Each of the parties hereto, by their respective execution and delivery of this Agreement, hereby represents and warrants to the other that (a) such party has the full right, capacity and authority to enter into, deliver and perform its respective obligations under this Agreement, (b) this Agreement has been duly executed and delivered by such party and is a binding and enforceable obligation of such party and, enforceable against such party in accordance with the terms of this Agreement, and (c) the execution, delivery and performance of such party’s obligations under this Agreement will not conflict with or breach the terms of any other agreement, contract, commitment or understanding to which such party is a party or to which the assets or securities of such party are bound. The Holder has independently evaluated the merits of its decision to enter into and deliver this Agreement, and such Holder confirms that it has not relied on the advice of Acquiror, Acquiror’s legal counsel, or any other person.
4. No Additional Fees/Payment. Other than the consideration specifically referenced herein, the parties hereto agree that no fee, payment or additional consideration in any form has been or will be paid to the Holder in connection with this Agreement.
5. Notices. Any notices required or permitted to be sent hereunder shall be sent in writing, and shall be given in accordance with the terms of Section 11.3 of the BCA to the applicable party at the address set forth in Section 11.3 of the BCA.
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6. Enumeration and Headings. The enumeration and headings contained in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.
7. 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.
8. Successors and Assigns. This Agreement and the terms, covenants, provisions and conditions hereof shall be binding upon, and shall inure to the benefit of, the respective heirs, successors and assigns of the parties hereto. The Holder hereby acknowledges and agrees that this Agreement is entered into for the benefit of and is enforceable by Acquiror and its successors and assigns. 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.
9. 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.
10. 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.
11. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as may reasonably be considered within the scope of such party’s obligations hereunder, in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
12. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.
13. Dispute Resolution. Section 11.14 of the BCA is incorporated by reference herein to apply with full force to any disputes arising under this Agreement.
14. Governing Law. Section 11.7 of the BCA is incorporated by reference herein to apply with full force to any disputes arising under this Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
| 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 | ||
[Signature Page to Lock-up Agreement]
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Exhibit 10.6
Letter Agreement
This Letter Agreement (“Agreement”) is made as of April 2, 2025 by and between:
| - | Borrower: Bengochea SPAC Sponsors I LLC |
| - | Lender: Mr. Zhenjun Jiang |
1. Purpose
The Borrower requires funding from the Lender to support the financial obligations of Iron Horse Acquisitions Corp.
2. Total Cost Sharing Solution
| - | The total funding required under this Agreement is US$650,000, which includes costs associated with the extension filed in March 2025. |
3. Sponsor Investor Financing of Iron Horse Acquisitions Corp.
| - | Amount: US$200,000 |
| - | Timeline: Payment is due within ten (10) business days due to liquidity constraints. |
| - | CFI Commitment: 200,000 common shares held by the Sponsor shall be excluded from any lock-up agreement after the closing of the BCA. |
4. Lender Financing
| - | Amount: A loan of US$450,000 to “Bengochea SPAC Sponsors I LLC” to be directly wired to IROH bank account in Bank of America, U.S. from the Lender. |
| - | Initial Payment: The Lender has wired US$229,770 to the Borrower on March 25, 2025, for costs associated with the extension. |
| - | Remaining Loan: The remaining amount of US$220,230 shall be transferred within five business days to Iron Horse Acquisitions Corp. on behalf of the Borrower after the SEC has indicated that it has no further comments on the Form S-4. |
| - | Purpose: The funds will be used to cover the expenses related to the closing of the transaction by Iron Horse Acquisitions Corp. |
5. Loan Repayment Structure
| - | Repayment Source: 50% of non-redeemed Trust money above US$2 million will be used to offset the loan repayment. Any loan balance after offset shall be made to the Lender. |
| - | Remaining Balance: The remaining balance of the loan repayment shall be paid by the Borrower to Lender or according to Lender’s payment instructions, due six (6) months after the merger closes. |
| - | If the transaction is canceled or cannot occur, the Borrower shall repay the loan of US$450,000 to Rosey Sea Holdings Limited or Mr. Zhenjun Jiang’s payment instructions within six months. |
6. Miscellaneous
| - | This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, discussions, or agreements. Any amendments to this Agreement must be in writing and signed by both parties. |
7. Jurisdiction and Arbitration
| - | Jurisdiction: Any disputes arising under or in connection with this Agreement shall be resolved exclusively through arbitration in New York City. |
| - | Arbitration: The arbitration shall be conducted in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall be binding, and the decision of the arbitrator(s) shall be final and enforceable in any court of competent jurisdiction. |
| - | Venue: The venue for arbitration shall be New York City, and the parties hereby consent to the jurisdiction of the state and federal courts located in New York County, New York, for the enforcement of any arbitration award. |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| Signature Pages Follow | |
| Borrower: Bengochea SPAC Sponsors I LLC | |
| /s/ Jose A. Bengochea | |
| Managing Director | |
| Mr. Jose A. Bengochea |
| Lender: Mr. Zhenjun Jiang | |
| /s/ Zhenjun Jiang | |
| Director | |
| Mr. Zhenjun Jiang |
Exhibit 10.10
INDEMNITY AGREEMENT
This Indemnity Agreement, dated as of September 30, 2025 is made by and between CN Healthy Food Tech Group Corp., a Delaware corporation (the “Company”), and _______, a _________ (title) of the Company or one or more of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
RECITALS
A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as representatives of corporations unless they are protected by comprehensive liability insurance and indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no relationship to the compensation of such representatives;
B. The members of the Board of Directors of the Company (the “Board”) have concluded that to retain and attract talented and experienced individuals to serve as representatives of the Company and its Subsidiaries and Affiliates and to encourage such individuals to take the business risks necessary for the success of the Company and its Subsidiaries and Affiliates, it is necessary for the Company to contractually indemnify certain of its representatives and the representatives of its Subsidiaries and Affiliates, and to assume for itself maximum liability for Expenses and Other Liabilities in connection with claims against such representatives in connection with their service to the Company and its Subsidiaries and Affiliates;
C. Section 145 of the Delaware General Corporation Law (“Section 145”), empowers the Company to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees or agents of other corporations, partnerships, joint ventures, trusts or other enterprises, and expressly provides that the indemnification provided thereby is not exclusive;
D. The Company desires and has requested Indemnitee to serve or continue to serve as a representative of the Company and/or the Subsidiaries or Affiliates of the Company free from undue concern about inappropriate claims for damages arising out of or related to such services to the Company and/or the Subsidiaries or Affiliates of the Company; and
E. The Indemnitee may have certain rights to indemnification and/or insurance which are intended to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgment and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve on the Company’s Board of Directors.
AGREEMENT
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Definitions.
(a) Affiliate. For purposes of this Agreement, “Affiliate” of the Company means any corporation, partnership, limited liability company, joint venture, trust or other enterprise in respect of which Indemnitee is or was or will be serving as a director, officer, trustee, manager, member, partner, employee, agent, attorney, consultant, member of the entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise), fiduciary, or in any other similar capacity at the request, election or direction of the Company, and including, but not limited to, any employee benefit plan of the Company or a Subsidiary or Affiliate of the Company.
(b) Change in Control. For purposes of this Agreement, “Change in Control” means any event or circumstance where (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a Subsidiary or a trustee or other fiduciary holding securities under an employee benefit plan of the Company or Subsidiary, is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding capital stock, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the outstanding capital stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into capital stock of the surviving entity) at least 50% of the total voting power represented by the capital stock of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.
(c) Expenses. For purposes of this Agreement, “Expenses” means all reasonable and documented direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements, and other out-of-pocket costs), paid or incurred by Indemnitee in connection with either the investigation, defense or appeal of, or being a witness or otherwise involved in, a Proceeding (as defined below), or establishing or enforcing a right to indemnification under this Agreement, Section 145 or otherwise; provided, however, that Expenses shall not include any judgments, fines, taxes (including ERISA or other benefit plan related excise taxes or penalties) or amounts paid in settlement of a Proceeding.
(d) Indemnifiable Event. For purposes of this Agreement, “Indemnifiable Event” means any event or occurrence related to Indemnitee’s service for the Company or any Subsidiary or Affiliate as an Indemnifiable Person (as defined below), or by reason of anything done or not done, or any act or omission, by Indemnitee in any such capacity.
(e) Indemnifiable Person. For the purposes of this Agreement, “Indemnifiable Person” means any person who is or was a director, officer, trustee, manager, member, partner, employee, attorney, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of the Company or a Subsidiary or Affiliate of the Company.
(f) Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel that has not performed services for the Company or Indemnitee in the five years preceding the time in question and that would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee.
(g) Independent Director. For purposes of this Agreement, “Independent Director” means a member of the Board who is not a party to the Proceeding for which a claim is made under this Agreement.
(h) Other Liabilities. For purposes of this Agreement, “Other Liabilities” means any and all liabilities of any type whatsoever (including, but not limited to, judgments, fines, penalties, taxes (including ERISA or other benefit plan related excise taxes or penalties), and amounts paid in settlement and all interest, taxes, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, ERISA (or other benefit plan related) excise taxes or penalties, or amounts paid in settlement).
(i) Proceeding. For the purposes of this Agreement, “Proceeding” means any threatened, pending, or completed action, suit or other proceeding, whether civil, criminal, administrative, investigative, legislative or any other type whatsoever, preliminary, informal or formal, including any arbitration or other alternative dispute resolution and including any appeal of any of the foregoing.
(j) Subsidiary. For purposes of this Agreement, “Subsidiary” means any entity of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company or for which the Company serves as general partner, managing member or manager.
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2. Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an Indemnifiable Person in the capacity or capacities in which Indemnitee currently serves the Company as an Indemnifiable Person, and any additional capacity in which Indemnitee may agree to serve, until such time as Indemnitee’s service in a particular capacity shall end according to the terms of an agreement, the Company’s Certificate of Incorporation or Bylaws, governing law, or otherwise. Nothing contained in this Agreement is intended to create any right to continued employment or other form of service for the Company or a Subsidiary or Affiliate of the Company by Indemnitee.
3. Mandatory Indemnification.
(a) Agreement to Indemnify. In the event Indemnitee is a person who was or is a party to or witness in or is threatened to be made a party to or witness in any Proceeding by reason of an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses and Other Liabilities incurred by Indemnitee in connection with (including in preparation for) such Proceeding to the fullest extent not prohibited by the provisions of the Company’s Bylaws and the Delaware General Corporation Law (“DGCL”), as the same may be amended from time to time (but only to the extent that such amendment permits the Company to provide broader indemnification rights than the Bylaws or the DGCL permitted prior to the adoption of such amendment).
(b) Exception for Amounts Covered by Insurance and Other Sources. Notwithstanding the foregoing, the Company shall not be obligated to indemnify Indemnitee for Expenses or Other Liabilities of any type whatsoever (including, but not limited to judgments, fines, penalties, ERISA excise taxes or penalties and amounts paid in settlement) to the extent such have been paid directly to Indemnitee (or paid directly to a third party on Indemnitee’s behalf) by any directors and officers, or other type, of insurance maintained by the Company; provided, however, that payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to Indemnitee pursuant to this Agreement.
(c) Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have rights to indemnification for Expenses and Other Liabilities provided by an institutional investor, private equity or venture capital firm or other sponsoring organization (“Other Indemnitor”). The Company agrees with Indemnitee that the Company is the indemnitor of first resort of Indemnitee with respect to matters for which indemnification is provided under this Agreement and that the Company will be obligated to make all payments due to or for the benefit of Indemnitee under this Agreement without regard to any rights that Indemnitee may have against the Other Indemnitor. The Company hereby waives any equitable rights to contribution or indemnification from the Other Indemnitor in respect of any amounts paid to Indemnitee hereunder. The Company further agrees that no reimbursement of Other Liabilities or payment of Expenses by the Other Indemnitor to or for the benefit of Indemnitee shall affect the obligations of the Company hereunder, and that the Company shall be obligated to repay the Other Indemnitor for all amounts so paid or reimbursed to the extent that the Company has an obligation to indemnify Indemnitee for such Expenses or Other Liabilities hereunder.
4. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses or Other Liabilities but not entitled, however, to indemnification for the total amount of such Expenses or Other Liabilities, the Company shall nevertheless indemnify Indemnitee for such total amount except as to the portion thereof for which indemnification is prohibited by the provisions of the Company’s Bylaws or the DGCL. In any review or Proceeding to determine the extent of indemnification, the Company shall bear the burden to establish, by clear and convincing evidence, the lack of a successful resolution of a particular claim, issue or matter and which amounts sought in indemnity are allocable to claims, issues or matters which were not successfully resolved.
5. Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use commercially reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement.
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6. Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event within (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee. The right to advances under this section shall in all events continue until final disposition of any Proceeding, including any appeal therein. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Bylaws or the DGCL, and no additional form of undertaking with respect to such obligation to repay shall be required. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon. In the event that Indemnitee’s request for the advancement of expenses shall be accompanied by an affidavit of counsel to Indemnitee to the effect that such counsel has reviewed such Expenses and that such Expenses are reasonable in such counsel’s view, then such expenses shall be deemed reasonable in the absence of clear and convincing evidence to the contrary.
7. Notice and Other Indemnification Procedures.
(a) Notification. Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, unless the Company is a named co-defendant with Indemnitee, Indemnitee shall, if Indemnitee believes that indemnification or advancement of Expenses with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. However, a failure so to notify the Company promptly following Indemnitee’s receipt of such notice shall not relieve the Company from any liability that it may have to Indemnitee except to the extent that the Company is materially prejudiced in its defense of such Proceeding as a result of such failure, provided, however, that the Company shall have the burden to prove the existence of such material prejudice by clear and convincing evidence.
(b) Insurance and Other Matters. If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 7(a) above, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the issuers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such insurance policies. In addition, the Company will instruct the insurers and the Company’s insurance broker that they may communicate directly with Indemnitee regarding such claim.
(c) Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.
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(d) Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.
8. Determination of Right to Indemnification.
(a) Success on the Merits or Otherwise. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 3(a) above or in the defense of any claim, issue or matter described therein, the Company shall indemnify Indemnitee against Expenses actually and reasonably incurred in connection therewith.
(b) Indemnification in Other Situations. In the event that Section 8(a) is inapplicable, the Company shall also indemnify Indemnitee if Indemnitee has not failed to meet the applicable standard of conduct for indemnification.
(c) Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following:
a. Those members of the Board who are Independent Directors even though less than a quorum;
b. A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or
c. Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion.
If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum.
The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. above.
(d) Decision Timing and Expenses. As soon as practicable, and in no event later than thirty (30) days after receipt by the Company of written notice of Indemnitee’s choice of forum pursuant to Section 8(c) above, the Company and Indemnitee shall each submit to the Reviewing Party such information as they believe is appropriate for the Reviewing Party to consider. The Reviewing Party shall arrive at its decision within a reasonable period of time following the receipt of all such information from the Company and Indemnitee, but in no event later than thirty (30) days following the receipt of all such information, provided that the time by which the Reviewing Party must reach a decision may be extended by mutual agreement of the Company and Indemnitee. All Expenses associated with the process set forth in this Section 8(d), including but not limited to the Expenses of the Reviewing Party, shall be paid by the Company.
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(e) Delaware Court of Chancery. Notwithstanding a final determination by any Reviewing Party that Indemnitee is not entitled to indemnification with respect to a specific Proceeding, Indemnitee shall have the right to apply to the Court of Chancery, for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement.
(f) Expenses. The Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee in connection with any hearing or Proceeding under this Section 8 involving Indemnitee and against all Expenses and Other Liabilities incurred by Indemnitee in connection with any other Proceeding between the Company and Indemnitee involving the interpretation or enforcement of the rights of Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims of Indemnitee in any such Proceeding was frivolous or made in bad faith.
(g) Determination of “Good Faith”. For purposes of any determination of whether Indemnitee acted in “good faith” or acted in “bad faith”, Indemnitee shall be deemed to have acted in good faith or not acted in bad faith if in taking or failing to take the action in question Indemnitee relied on the records or books of account of the Company or a Subsidiary or Affiliate, including financial statements, or on information, opinions, reports or statements provided to Indemnitee by the officers or other employees of the Company or a Subsidiary or Affiliate in the course of their duties, or on the advice of legal counsel for the Company or a Subsidiary or Affiliate, or on information or records given or reports made to the Company or a Subsidiary or Affiliate by an independent certified public accountant or by an appraiser or other expert selected by the Company or a Subsidiary or Affiliate, or by any other person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company or a Subsidiary or Affiliate. In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, or to advancement of Expenses, the Reviewing Party or court shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification or advancement of Expenses, as the case may be, and the burden of proof shall be on the Company to establish, by clear and convincing evidence, that Indemnitee is not so entitled. The provisions of this Section 8(g) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failures to act, of any other person serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person shall not be imputed to Indemnitee for purposes of determining the right to indemnification hereunder.
9. Exceptions. Any other provision herein to the contrary notwithstanding,
(a) Claims Initiated by Indemnitee. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify or advance Expenses to Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except (1) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement, any other statute or law, as permitted under Section 145, or otherwise, (2) where the Board has consented to the initiation of such Proceeding, or (3) with respect to Proceedings brought to discharge Indemnitee’s fiduciary responsibilities, whether under ERISA or otherwise, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or
(b) Actions Based on Federal Statutes Regarding Profit Recovery and Return of Bonus Payments. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee on account of (i) any suit in which judgment is rendered against Indemnitee by a court of competent jurisdiction in a final adjudication not subject to further appeal for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of l934 and amendments thereto or similar provisions of any federal, state or local statutory law, or (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or
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(c) Unlawful Indemnification. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee for Other Liabilities if such indemnification is prohibited by law as determined by a court of competent jurisdiction in a final adjudication not subject to further appeal.
10. Non-exclusivity. The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to acts or omissions in his or her official capacity and to acts or omissions in another capacity while serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person and shall inure to the benefit of the heirs, executors and administrators of Indemnitee.
11. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of the Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
12. Supersession, Modification and Waiver. This Agreement supersedes any prior indemnification agreement between the Indemnitee and the Company, its Subsidiaries or its Affiliates. If the Company and Indemnitee have previously entered into an indemnification agreement providing for the indemnification of Indemnitee by the Company, parties entry into this Agreement shall be deemed to amend and restate such prior agreement to read in its entirety as, and be superseded by, this Agreement. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) and except as expressly provided herein, no such waiver shall constitute a continuing waiver.
13. Successors and Assigns. The terms of this Agreement shall bind, and shall inure to the benefit of, and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives. In addition, the Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement and indemnify Indemnitee to the fullest extent permitted by law.
14. Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and a receipt is provided by the party to whom such communication is delivered, (ii) if mailed by certified or registered mail with postage prepaid, return receipt requested, on the signing by the recipient of an acknowledgement of receipt form accompanying delivery through the U.S. mail, (iii) by personal service by a process server, or (iv) by delivery to the recipient’s address by overnight delivery (e.g., FedEx, UPS or DHL) or other commercial delivery service. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice complying with the provisions of this Section 14. Delivery of communications to the Company with respect to this Agreement shall be sent to the attention of the Company’s Chief Legal Officer.
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15. No Presumptions. For purposes of this Agreement, the termination of any Proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law or otherwise. In addition, neither the failure of the Company or a Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Company or a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of Proceedings by Indemnitee to secure a judicial determination by exercising Indemnitee’s rights under Section 8(e) of this Agreement shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has failed to meet any particular standard of conduct or did not have any particular belief or is not entitled to indemnification under applicable law or otherwise. Additionally, any admission of liability by the Company in connection with any settlement by the Company with a regulatory agency shall not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law or otherwise.
16. Survival of Rights. The rights conferred on Indemnitee by this Agreement shall continue after Indemnitee has ceased to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and shall inure to the benefit of Indemnitee’s heirs, executors and administrators.
17. Subrogation and Contribution.
(a) Except as otherwise expressly provided in this Agreement, in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.
(b) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by or on behalf of Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an Indemnifiable Event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
18. Specific Performance, Etc. The parties recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute Proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.
19. Counterparts. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
20. Headings. The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation thereof.
21. Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely with Delaware.
22. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any Proceeding which arises out of or relates to this Agreement.
[Signature Page Follows]
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The parties hereto have entered into this Indemnity Agreement effective as of the date first above written.
| CN HEALTHY FOOD TECH GROUP CORP.: | ||
| By: | Zhenjun Jiang | |
| Its: | Chief Executive Officer | |
| INDEMNITEE: |
| Address: | 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. |
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Exhibit 10.11
PROMISSORY NOTE
Principal Amount: USD $1,000,000
Date of Issuance: September 29, 2025
Maturity Date: October 13, 2025
FOR VALUE RECEIVED, Iron Horse Acquisitions Corp., a Delaware corporation, and its successors in interest (the “Borrower”), hereby promises to pay to the order of Jiao YanJun (the “Lender”), the principal sum of One Million U.S. Dollars (USD $1,000,000), subject to the terms and conditions set forth below.
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1. Purpose
This Note is issued for the purpose of funding the closing payment of a specified transaction undertaken by the Borrower.
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2. Maturity Date
The outstanding principal shall be due and payable on October 13, 2025 (the “Maturity Date”).
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3. Default
In the event the Borrower fails to repay the principal by the Maturity Date, or otherwise breaches any material obligation under this Note, the Lender shall have the right to convert the unpaid principal into the Conversion Shares.
| ● | Conversion Right: The Lender may elect to convert the entire principal amount into Conversion Shares at any time default. |
| ● | Conversion Procedure: The Lender shall deliver written notice of conversion to the Borrower specifying the election to convert. |
| ● | Share Issuance: The Borrower shall issue the Conversion Shares within ten (10) business days of receiving the conversion notice. |
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4. Governing Law
This Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.
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5. Miscellaneous
| ● | Assignment: This Note may not be assigned by the Borrower without the prior written consent of the Lender. |
| ● | Amendments: Any amendment must be in writing and signed by both parties. |
| ● | Notices: All notices shall be sent to the addresses provided by the parties in writing. |
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IN WITNESS WHEREOF, the Borrower has executed this Promissory Note as of the date first written above.
| Borrower: | ||
| Iron Horse Acquisitions Corp. | ||
| By: | /s/ William Caragol | |
| Name: | William Caragol | |
| Title: | Chief Financial Officer | |
| Lender: | ||
| Jiao YanJun | ||
| By: | /s/ Jian YanJun | |
| Name: | Jiao YanJun | |
Exhibit 14.1
CODE OF ETHICS
OF
CN HEALTHY FOOD TECH GROUP CORP.
1. Introduction
The Board of Directors of CN Healthy Food Tech Group Corp. (the “Company”) has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees of the Company, with the intent to:
| ● | promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| ● | promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), as well as in other public communications made by or on behalf of the Company; |
| ● | promote compliance with applicable governmental laws, rules and regulations; |
| ● | deter wrongdoing; and |
| ● | require prompt internal reporting of breaches of, and accountability for adherence to, this Code. |
This Code may be amended only by resolution of the Company’s Board of Directors. In this Code, references to the “Company” include, in appropriate context, the Company’s subsidiaries, if any.
2. Honest, Ethical and Fair Conduct
Each person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordination of the Company’s interests to personal interests are inconsistent with integrity. Service to the Company should never be subordinated to personal gain or advantage.
Each person must:
| ● | Act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or in the Company’s interests. |
| ● | Observe all applicable governmental laws, rules and regulations. |
| ● | Comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard of accuracy and completeness in the Company’s financial records and other business-related information and data. |
| ● | Adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices. |
| ● | Deal fairly with the Company’s customers, suppliers, competitors and employees. |
| ● | Refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice. |
| ● | Protect the assets of the Company and ensure their proper use. |
| ● | Refrain from taking for themselves personally opportunities that are discovered through the use of corporate assets and refrain from using corporate assets, information, or position for general personal gain outside the scope of employment with the Company. |
| ● | Avoid conflicts of interest, wherever possible, except under guidelines or resolutions approved by the Board of Directors (or the appropriate committee of the Board of Directors). Anything that would be a conflict for a person subject to this Code also will be a conflict if it is related to a member of his or her family or a close relative. Examples of conflict of interest situations include, but are not limited to, the following: |
| ○ | any significant ownership interest in any supplier or customer; |
| ○ | any consulting or employment relationship with any customer, supplier, or competitor; |
| ○ | any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Company; |
| ○ | the receipt of any money, non-nominal gifts or excessive entertainment from any company with which the Company has current or prospective business dealings; |
| ○ | being in the position of supervising, reviewing, or having any influence on the job evaluation, pay, or benefit of any close relative; |
| ○ | selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell; and |
| ○ | any other circumstance, event, relationship or situation in which the personal interest of a person subject to this Code interferes, or even appears to interfere, with the interests of the Company as a whole. |
3. Disclosure
The Company strives to ensure that the contents of and the disclosures in public communications and in the reports and documents that the Company files with the SEC shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each person must:
| ● | not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators, self-regulating organizations and other governmental officials, as appropriate; and |
| ● | in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness. |
In addition to the foregoing, the Chief Executive Officer and Chief Financial Officer (or Principal Financial Officer) of the Company and each subsidiary of the Company (or persons performing similar functions), if any, and each other person that typically is involved in the financial reporting of the Company must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
Each person must promptly bring to the attention of the Chairman of the Audit Committee of the Company’s Board of Directors (or the Chairman of the Company’s Board of Directors if no Audit Committee exists) any information he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures, or internal controls.
2
4. Compliance
It is the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. It is the personal responsibility of each person to, and each person must, adhere to the standards and restrictions imposed by those laws, rules, and regulations, including those relating to accounting and auditing matters.
5. Reporting and Accountability
The Board of Directors or Audit Committee, if one exists, of the Company is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential breach of this Code is required to notify the Chairman of the Board of Directors or Audit Committee promptly. Failure to do so is itself a breach of this Code.
Specifically, each person must:
| ● | Notify the Chairman promptly of any existing or potential violation of this Code. |
| ● | Not retaliate against any other person for reports of potential violations that are made in good faith. |
| ● | The Company will follow the following procedures in investigating and enforcing this Code and in reporting on the Code: |
| ○ | The Board of Directors or Audit Committee, if one exists, will take all appropriate action to investigate any breaches reported to it. |
| ○ | If the Audit Committee (if one exists) determines by majority decision that a breach has occurred, it will inform the Board of Directors. |
| ○ | Upon being notified that a breach has occurred, the Board of Directors by majority decision will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Audit Committee (if one exists) and/or the Company’s counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities. |
No person following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion suspension, threat, harassment or, in any manner, discrimination against such person in terms and conditions of employment.
3
6. Waivers and Amendments
Any waiver (defined below) or an implicit waiver (defined below) from a provision of this Code for the principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions or any amendment (as defined below) to this Code is required to be disclosed in the Company’s Annual Report on Form 10-K or in a Current Report on Form 8-K filed with the SEC.
A “waiver” means the approval by the Company’s Board of Directors of a material departure from a provision of the Code. An “implicit waiver” means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Company. An “amendment” means any amendment to this Code other than minor technical, administrative or other non-substantive amendments hereto.
All persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.
7. Other Policies and Procedures
Any other policy or procedure set out by the Company in writing or made generally known to employees, officers or directors of the Company prior to the date hereof or hereafter are separate requirements and remain in full force and effect.
8. Inquiries
All inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Company’s Secretary.
4
EXHIBIT 21.1
CN HEALTHY FOOD TECH GROUP CORP.
SUBSIDIARIES OF THE REGISTRANT
| Name | State (or Jurisdiction) in which Organized | |
| Zhong Guo Liang Tou Group Limited | British Virgin Islands | |
| Zhong Liang Tou Holdings Limited | Hong Kong | |
| Heilongjiang Zhongneng Liangke Agricultural Science and Technology Co., Ltd. | China | |
| Harbin Kangliang Technology Innovation Co., Ltd. | China | |
| Harbin Beikang Biotechnology Co., Ltd. | China | |
| Harbin Nongke Internet Technology Co., Ltd. | China | |
| Zhuhai Hengqin Liangke Biotechnology Co., Ltd. | China |
Exhibit 99.1
ZHONG GUO LIANG TOU GROUP LIMITED
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2025 AND DECEMBER 31, 2024 AND
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
ZHONG GUO LIANG TOU GROUP LIMITED
INDEX TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
i
Zhong Guo Liang Tou Group Limited
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 40,221,321 | $ | 41,432,852 | ||||
| Accounts receivable | - | 845 | ||||||
| Prepayments and other current assets | 1,255,991 | 1,333,310 | ||||||
| Inventories | 1,723,034 | 1,250,701 | ||||||
| Total Current Assets | 43,200,346 | 44,017,708 | ||||||
| Non-Current Assets | ||||||||
| Long-term investment | 139,421 | - | ||||||
| Property and equipment, net | 4,267,880 | 4,039,852 | ||||||
| Land use right, net | 2,626,426 | 2,645,891 | ||||||
| Intangible assets, net | 90,412 | 49,286 | ||||||
| Operating lease right-of-use asset | 504,285 | - | ||||||
| Total Non-Current Assets | 7,628,424 | 6,735,029 | ||||||
| TOTAL ASSETS | $ | 50,828,770 | $ | 50,752,737 | ||||
| LIABILTIES AND STOCKHOLDER’S EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 585,784 | $ | 585,304 | ||||
| Accrued expenses and other current liabilities | 193,632 | 227,726 | ||||||
| Other taxes payable | 494,522 | 558,022 | ||||||
| Advances from customers | 33,139,678 | 37,721,923 | ||||||
| Income tax payable | 1,116,047 | 849,174 | ||||||
| Operating lease liability, current portion | 206,810 | - | ||||||
| Total Current Liabilities | 35,736,473 | 39,942,149 | ||||||
| Non-Current Liabilities | ||||||||
| Operating lease liability, non-current portion | 353,577 | - | ||||||
| Total Non-Current Liabilities | 353,577 | - | ||||||
| TOTAL LIABILITIES | 36,090,050 | 39,942,149 | ||||||
| COMMITMENTS AND CONTINGENCIES (NOTE 11) | ||||||||
| STOCKHOLDER’S EQUITY | ||||||||
| Ordinary shares, $1 par value; 50,000 shares authorized; 1 share issued and outstanding as of June 30, 2025 and December 31, 2024 | 1 | 1 | ||||||
| Additional paid-in capital | 6,935,306 | 6,935,306 | ||||||
| Retained earnings | 7,691,728 | 3,996,003 | ||||||
| Accumulated other comprehensive loss | 111,685 | (120,722 | ) | |||||
| TOTAL STOCKHOLDER’S EQUITY | 14,738,720 | 10,810,588 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY | $ | 50,828,770 | $ | 50,752,737 | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
1
Zhong Guo Liang Tou Group Limited
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
| Unaudited Three months ended Jun 30 | Unaudited Six months ended Jun 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue, net | $ | 7,460,022 | $ | 962,195 | $ | 11,979,062 | $ | 962,195 | ||||||||
| Cost of revenues | (2,516,756 | ) | (442,999 | ) | (4,982,858 | ) | (442,999 | ) | ||||||||
| GROSS PROFIT | 4,943,266 | 519,196 | 6,996,204 | 519,196 | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Selling expenses | (435,886 | ) | - | (1,240,303 | ) | - | ||||||||||
| General and administrative expenses | (602,431 | ) | (144,194 | ) | (1,018,271 | ) | (144,195 | ) | ||||||||
| Research and development costs | (30,861 | ) | - | (58,344 | ) | - | ||||||||||
| Total Operating Expenses | (1,069,178 | ) | (144,194 | ) | (2,316,918 | ) | (144,195 | ) | ||||||||
| OPERATING INCOME (LOSS) | 3,874,088 | 375,002 | 4,679,286 | 375,001 | ||||||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Interest income | 159,901 | 2,558 | 198,678 | 2,954 | ||||||||||||
| Other income | (26 | ) | 2,413 | 54,795 | 2,413 | |||||||||||
| Other expenses | (18 | ) | - | (19 | ) | - | ||||||||||
| Interest expenses | (5,609 | ) | - | (5,609 | ) | - | ||||||||||
| Total Other Income, net | 154,248 | 4,971 | 247,845 | 5,367 | ||||||||||||
| - | ||||||||||||||||
| INCOME BEFORE INCOME TAXES | 4,028,336 | 379,973 | 4,927,131 | 380,368 | ||||||||||||
| Provision for income tax | (1,106,294 | ) | (23,135 | ) | (1,231,406 | ) | (23,155 | ) | ||||||||
| NET INCOME | $ | 2,922,042 | $ | 356,838 | $ | 3,695,725 | $ | 357,213 | ||||||||
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||||||
| Foreign currency translation adjustment | 179,385 | (35,062 | ) | 232,407 | (35,066 | ) | ||||||||||
| COMPREHENSIVE INCOME | $ | 3,101,427 | $ | 321,776 | $ | 3,928,132 | $ | 322,147 | ||||||||
| Basic and diluted earnings per share | $ | 2,922,042 | $ | 356,838 | $ | 3,695,725 | $ | 357,213 | ||||||||
| Weighted average number of shares outstanding - basic and diluted | 1 | 1 | 1 | 1 | ||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
2
Zhong
Guo Liang Tou Group Limited
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDER’S EQUITY
| Ordinary shares | Additional paid-in | Retained earnings (accumulated | Accumulated other comprehensive | Shareholders’ | ||||||||||||||||||||
| Number | Amount | capital | deficit) | income (loss) | equity | |||||||||||||||||||
| Three Months Ended June 30,2025 and 2024: | ||||||||||||||||||||||||
| Balance as of March 31,2025 | 1 | 1 | 6,935,306 | 4,769,686 | (67,700 | ) | 11,637,293 | |||||||||||||||||
| Additional paid-in capital | - | - | - | - | - | - | ||||||||||||||||||
| Issuance of shares | - | - | - | - | - | - | ||||||||||||||||||
| Net income | - | - | - | 2,922,042 | - | 2,922,042 | ||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | 179,385 | 179,385 | ||||||||||||||||||
| Balance as of June 30,2025 | 1 | 1 | 6,935,306 | 7,691,728 | 111,685 | 14,738,720 | ||||||||||||||||||
| Ordinary shares | Additional paid-in | Retained earnings (accumulated | Accumulated other comprehensive | Shareholders’ | ||||||||||||||||||||
| Number | Amount | capital | deficit) | income (loss) | equity | |||||||||||||||||||
| Balance as of March 31,2024 | $ | 1 | 1 | 6,935,306 | 375 | (4 | ) | 6,935,678 | ||||||||||||||||
| Issuance of shares | - | - | - | - | - | - | ||||||||||||||||||
| Net income | - | - | - | 356,838 | - | 356,838 | ||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | (35,062 | ) | (35,062 | ) | ||||||||||||||||
| Balance as of Jun 30,2024 | 1 | 1 | 6,935,306 | 357,213 | (35,066 | ) | 7,257,454 | |||||||||||||||||
| Six Months Ended June 30.2025 and 2024: | ||||||||||||||||||||||||
| Balance as of December 31,2024 | 1 | 1 | 6,935,306 | 3,996,003 | (120,722 | ) | 10,810,588 | |||||||||||||||||
| Additional paid-in capital | - | - | - | - | - | - | ||||||||||||||||||
| Issuance of shares | - | - | - | - | - | - | ||||||||||||||||||
| Net income | - | - | - | 3,695,725 | - | 3,695,725 | ||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | 232,407 | 232,407 | ||||||||||||||||||
| Balance as of Jun 30,2025 | 1 | 1 | 6,935,306 | 7,691,728 | 111,685 | 14,738,720 | ||||||||||||||||||
| Ordinary shares | Additional paid-in | Retained earnings (accumulated | Accumulated other comprehensive | Shareholders’ | ||||||||||||||||||||
| Number | Amount | capital | deficit) | income (loss) | equity | |||||||||||||||||||
| Balance as of December 31,2023 | $ | 1 | 1 | - | - | - | 1 | |||||||||||||||||
| Issuance of shares | - | - | 6,935,306 | - | - | 6,935,306 | ||||||||||||||||||
| Net income | - | - | - | 357,213 | - | 357,213 | ||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | (35,066 | ) | (35,066 | ) | ||||||||||||||||
| Balance as of Jun 30,2024 | 1 | 1 | 6,935,306 | 357,213 | (35,066 | ) | 7,257,454 | |||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
Zhong Guo Liang Tou Group Limited
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six months ended June 30 | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 3,695,725 | $ | 357,213 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 229,445 | 27,615 | ||||||
| Interest expense | 5,609 | - | ||||||
| Interest income | (198,458 | ) | - | |||||
| Accounts receivable | 850 | - | ||||||
| Prepayments and other current asset | 99,502 | (370,143 | ) | |||||
| Income taxes receivable | - | - | ||||||
| Inventories | (445,319 | ) | (273,498 | ) | ||||
| Accounts payable | (9,650 | ) | 552,957 | |||||
| Accrued expenses | (44,079 | ) | 80,151 | |||||
| Other payables | 7,118 | 22,267 | ||||||
| Other taxes payable | (72,430 | ) | 81,816 | |||||
| Advances from customers | (5,182,596 | ) | 7,569,249 | |||||
| Income tax payable | 249,145 | 23,135 | ||||||
| Total adjustments | (5,360,863 | ) | 7,713,549 | |||||
| Net cash (used in)/provided by operating activities | (1,665,138 | ) | 8,070,762 | |||||
| Cash flows from investing activities: | ||||||||
| Interest received | 198,458 | - | ||||||
| Purchase of equipment | (267,703 | ) | - | |||||
| Purchase of intangible asset | (42,231 | ) | (4,034 | ) | ||||
| Long term investment | (137,834 | ) | - | |||||
| Net cash used in investing activities | (249,310 | ) | (4,034 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of ordinary share | - | - | ||||||
| Net cash provided by financing activities | - | - | ||||||
| Effect of exchange rates on cash and cash equivalents | 702,917 | (74,296 | ) | |||||
| Net change in cash and cash equivalents | (1,211,531 | ) | 7,992,432 | |||||
| Cash and cash equivalents, beginning of period | 41,432,852 | 14 | ||||||
| Cash and cash equivalents, end of period | $ | 40,221,321 | $ | 7,992,446 | ||||
| Supplemental Cash Flow Information: | ||||||||
| Cash paid for income taxes | $ | 1,094,206 | $ | - | ||||
| Cash paid for interest | $ | - | $ | - | ||||
| Six months ended June 30 | ||||||||
| Supplemental non-cash in investing and financing activities: | 2025 | 2024 | ||||||
| Operating lease right-of-use assets, obtained in exchange for operating lease obligations | $ | 548,398 | $ | - | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
ZHONG GUO LIANG TOU GROUP LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Description of Business and Basis of Presentation
Zhong Guo Liang Tou Group Limited (the “CFI”) was incorporated in the British Virgin Islands (“BVI”) as a BVI Business Company on April 18, 2024 to be a holding company without substantive operations. CFI conducts its business operations through wholly owned subsidiaries (together “the Company”), that operate within the health and wellness food industry or holistic health food industry, focusing on distributing natural, grain-based health foods that support preventative health and wellness. The Company offers products that cater to the rising demand for safe, high-quality nutritional options, blending modern technology with traditional Chinese medicine.
Recapitalization: During 2024, CFI undertook transactions to reorganize its legal structure as follows:
| ● | The sole stockholder of CFI (a) incorporated Zhong Liang Tou Holdings Limited (“CFI HK”) under the laws of Hong Kong on April 26, 2024 and (b) contributed CFI HK to CFI on May 2, 2024. |
| ● | The sole stockholder of CFI (a) acquired Heilongjiang Zhongkang Food Investment Science and Technology Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (“PRC”) (“OpCo 1”), on August 14, 2023 and (b) contributed OpCo 1 to CFI HK on May 20, 2024. |
| ● | OpCo 1 incorporated Harbin Kangliang Technology Innovation Co., Ltd., a limited liability company organized under the laws of the PRC (“OpCo 2”) on April 3, 2024. |
| ● | OpCo 1 incorporated Harbin Beikang Biotechnology Co., Ltd., a limited liability company organized under the laws of the PRC (“OpCo 3”) on March 21, 2024. |
| ● | OpCo 1 incorporated Harbin Nongke Internet Technology Co., Ltd., a limited liability company organized under the laws of the PRC (“OpCo 4”) on April 3, 2024. |
| ● | OpCo 1 incorporated Zhuhai Hengqin Liangke Biotechnology Co., Ltd., a limited liability company organized under the laws of the PRC (“OpCo 5”) on March 18, 2024. |
CFI, CFI HK, and OpCo 1 are controlled by the same controlling stockholder before and after the reorganization; therefore, the reorganization is considered a recapitalization of entities under common control. The recapitalization of the Company was accounted for at historical cost, with no goodwill or intangibles assets recorded, and the unaudited consolidated financial statements are prepared as if the aforementioned transactions were effective as of the beginning of the first period presented. Results of operations for the periods presented comprise those of the previous separate entities combined from the period from August 14, 2023 (inception) to May 20, 2024.
Basis of Presentation and Principles of Consolidation: The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenues, expenses and cash flows of all wholly owned subsidiaries. The accompanying unaudited consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of the Company’s management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with GAAP. References to GAAP issued by the Financial Accounting Standards Board (“FASB”) in these accompanying notes to the unaudited consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”).
The accompanying unaudited consolidated financial statements of the Company include the financial statements of CFI and its wholly owned subsidiaries. All significant intercompany balances and transactions within the Company have been eliminated upon consolidation. OpCo 1, OpCo 2, OpCo 3, OpCo 4, and OpCo 5 are collecteively referred to as the “PRC Subsidiaries”.
5
ZHONG GUO LIANG TOU GROUP LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 – Summary of Significant Accounting Policies
Foreign Currency and Foreign Currency Translation: The unaudited consolidated financial statements of the Company are presented in the reporting currency of the U.S dollar (“USD”). The functional currency of the Company is the Chinese Renminbi (“RMB”), which is the respective local currency used in its primary economic environment. Assets and liabilities of the Company are translated into the reporting currency using the exchange rate in effect at the balance sheet dates. Equity transactions are translated using the historical exchange rate in effect on the date of the transaction, except for the change in retained earnings during the year, which is the result of the operations translation process. Results of operations and cash flows are translated using the weighted average exchange rates in effect during the period. As a result, amounts relating to the assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into the reporting currency are recorded as a component of comprehensive income (loss). For the three months ended June 30, 2025 and 2024, the translation adjustment resulted in a gain of $179,385 and a loss of $35,062, respectively. For the six months ended June 30, 2025 and 2024, the translation adjustment amounted to a gain of $232,407 and a loss of $35,066, respectively.
Remeasurement gains and losses from transactions that are not denominated in the functional currency are recorded as other income (expenses) in the unaudited consolidated statements of income and comprehensive income. All of the Company’s revenue transactions are transacted in its functional currency. The Company has not entered into any material transaction in a currency other than its functional currency since inception. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.
Translation of amounts from RMB into USD has been made at the following exchange rates for the respective periods:
| Balance sheet items, except for equity accounts | ||||
| June 30, 2025 | RMB7.1725 to $1.00 | |||
| December 31, 2024 | RMB7.2980 to $1.00 | |||
| Income statement and cash flows items | ||||
| For the six months ended June 30, 2025 | RMB7.2551 to $1.00 | |||
| For the six months ended June 30, 2024 | RMB7.2004 to $1.00 |
Emerging Growth Company: The Company is expected to be an emerging growth company, as defined in the Jumpstart Our Business Startups (“JOBS”) Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as to those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
Use of Estimates: The preparation of the unaudited consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The Company's most significant assumptions and estimates relate to the carrying value of accounts receivable, other receivables, including the determination of the allowance for credit losses, the carrying value of prepayments, the net realizable value of inventories, the valuation of nonmonetary transactions, the useful life and recoverability of property, the land use right, and a definitive-lived intangible asset, customer refunds and other reserves, accrued taxes, uncertain tax positions, and deferred tax valuation allowances. These estimates are based on assumptions which management believes are reasonable. The Company evaluates its estimates on an ongoing basis and makes revisions to these estimates.
6
ZHONG GUO LIANG TOU GROUP
LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Segment Information: ASC 280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the chief executive officer, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The CODM uses operating income as the primary measure to manage the business. The Company determined there are two operating and reportable segments based on the level at which the CODM reviews operating income, assesses performance and makes decisions regarding resource allocation. These operating segments are wholesale distribution and live-stream sales. The wholesale distribution segment focuses on product sales made through the Company’s extensive distributor network. The live-stream sales segment focuses on digital coupon sales for healthcare products and services on behalf of third-party merchants made through online platforms, primarily live-streaming platforms such as Douyin (TikTok), Meituan and Kuaishou.
Cash and Cash Equivalents: Cash and cash equivalents consists of cash and fixed deposits held at banks, both of which are highly liquid and has original maturities of three months or less and is unrestricted as to withdrawal or use.
The Company maintains cash and cash equivalents in excess of insured limits of RMB 500,000 ($69,711 at June 30, 2025) per bank at financial institutions. The Company makes such deposits with financial institutions it believes are of high credit quality and has not experienced losses on these deposits as of June 30, 2025. Management believes the Company is not exposed to significant risks on such deposits. The amounts over these insured limits as of June 30, 2025 was RMB 281,987,423.
Customer, Supplier and Concentration Risk
Customer: The Company controls credit risk through credit approvals, requirement for customer advances, credit limits and monitoring procedures. The Company performs in-depth credit evaluations on customers or requires a customer deposit to be paid in advance of delivering our performance obligation. The Company enters into distribution agreements with each of its distributors in its wholesale distribution segment that are typically for two years. These agreements set forth the terms of the business relationship, the Company’s requirements for a distributors business practices, required compliance measures, minimum purchase volumes, if any, the Company’s commitment to provide marketing and promotion support to the distributor, and exclusivity requirement to only sell the Company’s products to the distributor’s customers. The Company maintains a low concentration risk, with no single customer contributing more than 10% of total revenue for the three months and six months ended June 30, 2025, or 10% of accounts receivable as of June 30, 2025.
Supplier: The Company currently obtains inventory from approximately nine suppliers. The Company formalizes the relationship with suppliers through three-year supply agreements, which establish clear responsibilities regarding product specifications, production standards, delivery obligations, and quality assurances. The Company sources each of its products from two to three different suppliers to minimize disruption to its supply chain if one supplier were to encounter production issues. The Company evaluates each potential supplier through on-site assessments of the supplier’s scale, technical capability, production capacity, and delivery timelines to ensure a potential supplier meets the Company’s quality standards. Access to sufficient capacity from these suppliers in periods of high demand may be limited, as the Company may not account for a significant part of a supplier’s business. If the Company were to change or add additional suppliers, the Company’s on-site assessment process could prevent or delay product shipments that could negatively affect the Company’s results of operations. Two suppliers have each contributed over 10% of the Company’s total procurement, with individual contributions of 63%, 20% for the three months ended June 30, 2025 and 36%,24% for the six months ended June 30, 2025. Reliance on these suppliers may negatively affect the Company’s production if the inventory varies in reliability or quality. If the Company is unable to obtain timely deliveries of sufficient quantities of acceptable quality or if the supplier’s prices increase, results of operations could be harmed.
7
ZHONG GUO LIANG TOU GROUP
LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Accounts Receivable and Allowance for Credit Losses: Accounts receivable are stated at the historical carrying amount net of an allowance for expected credit losses, if any. The Company also adopted this guidance for other receivables. To estimate expected credit losses, the Company has identified the relevant risk characteristics of its customers and the related receivables. The company considers the past collection experience, current economic conditions, future economic conditions (external data and macroeconomic factors) and changes in the Company’s customer collection trends. The allowance for credit losses and corresponding receivables are written off when they are determined to be uncollectible. As of June 30, 2025, no allowance for credit losses was required.
Other Receivables: Other receivables consist of amounts paid on behalf of employees which are expected to be either repaid by the employee or recoverable through statutory offsets within the next 12 months.
Prepayments: Prepayments consist of funds deposited for future finished goods or services purchases from suppliers which are expected to be recognized or realized within the next 12 months. Certain of the Company’s suppliers require deposits as a guarantee that the Company will complete its purchases to secure a specific purchase price.
Inventories: Inventories, consisting of finished goods, are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. The valuation of inventories requires the Company to estimate obsolete or excess inventory as well as inventory that is not of saleable quality. The Company employs a variety of methodologies to determine the net realizable value of its inventory. While a portion of the calculation to record inventory at its net realizable value is based on the age of the inventory and lower of cost or net realizable value calculations, a key factor in estimating obsolete or excess inventory requires the Company to estimate the future demand for its products. If actual demand is less than the Company’s estimates, impairment charges, which are recorded to cost of sales, may need to be recorded in future periods. Inventory in excess of saleable amounts is not valued, and the remaining inventory is valued at the lower of cost or net realizable value. As of June 30, 2025 an allowance for obsolete or slow-moving inventory was not required.
There was no provision for inventory shrinkage for the three months and six months ended June 30, 2025 and 2024.
Long-term investments: The Company’s long-term investments consist of non-marketable equity investments in privately held companies in which the Company does not have a controlling financial interest or significant influence, and which the Company does not intend to sell in the foreseeable future. These investments are accounted for in accordance with ASC 321, Investments—Equity Securities, and are initially measured at cost.
Subsequent to initial recognition, the investments are measured at cost minus impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The Company performs a qualitative assessment at each reporting date to determine if an impairment exists, considering factors such as adverse changes in the investee's financial condition, business environment, or market conditions. If an impairment is identified, a quantitative assessment is performed to measure the impairment loss, which is recognized in net income and reduces the carrying amount to fair value. Fair value is estimated using appropriate valuation techniques, such as discounted cash flows or market multiples, consistent with ASC 820, Fair Value Measurement.
8
ZHONG GUO LIANG TOU GROUP
LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Gains or losses from adjustments or impairments are recognized in other income (expense) in the period they occur. The Company does not apply the equity method under ASC 323, as it does not have the ability to exercise significant influence over the investee's operating and financial policies.
Property and equipment, net: The Company’s property consists of a building recorded at fair value that was contributed by a stockholder (see Note 10) and is being depreciated using the straight-line method over the estimated useful life of twenty years. The cost of repairs and maintenance is expensed as incurred, while the costs of major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. There were no dispositions during the three months and six months ended June 30, 2025 and 2024.
Land Use Right, net: According to the laws of the PRC, the government owns all land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. The land use rights contributed to the Company are recorded at fair value (see Note 10) and are being amortized using the straight-line method over the lease term of approximately 32 years.
Intangible Asset, net: Intangible asset consists of a definite-lived trademark. The trademark is being amortized using the straight-line method over its estimated useful life of ten years. The Company carries intangible assets at cost less accumulated amortization.
Impairment of Long-Lived Assets: In accordance with ASC 360, Impairment or Disposal of Long-Lived Assets (“ASC 360”), the Company reviews the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Based on the existence of one or more indicators of impairment, the Company measures any impairment of long-lived assets using the projected discounted cash flow method at the asset group level. The estimation of future cash flows requires significant management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets. No impairment of long-lived assets was recorded by the Company as of June 30, 2025.
Advances from Customers: Advances from customers consist of deposit payments from customers for inventories that were not yet shipped as of period end and is expected to be shipped within the next 12 months. The Company will recognize the advances from customers as revenue as inventories are shipped and title to the assets is transferred to customers in accordance with the Company’s revenue recognition policy.
Revenue Recognition: The Company’s revenue arrangements primarily consist of a single performance obligation to transfer promised goods or services to a customer. Substantially all of the performance obligations are satisfied at a point in time rather than over time when title, risks and rewards of ownership, and subsequently control have transferred to the customer.
9
Zhong Guo Liang Tou Group Limited
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Wholesale distribution segment
Revenue primarily represents the sale of inventories to distributors. Revenue, which includes shipping and handling charges billed to the distributor, is recognized at the time the product is shipped to a distributor and is reported net of variable consideration, including applicable discounts, estimated returns, and allowances.
The Company determined minimum purchase volumes required by the distributor agreements, if any, do not provide a distributor a material right that gives rise to a separate performance obligation as there are no discounts or other incentives provided in the distributor agreement. The Company’s performance obligation is created as new orders are received from the distributor. The Company is not obligated to transfer any products until the distributor submits an order specifying the quantity of products it wishes to purchase, which represents an option to purchase additional goods, not variable consideration. As a result, the Company recognizes revenue at the time control of the products ordered transfers to the distributor.
The Company determined that any variable consideration related to a potential shortfall to a minimum purchase volume at the end of the distributor agreements was deemed to be fully constrained at inception and therefore excluded from the initial transaction price due to the high degree of uncertainty and risk associated with these potential payments as the Company determined that it could not assert that it was probable that a significant reversal in the amount of revenue recognized would not occur. The Company will recognize any remaining revenue associated with a shortfall to a minimum purchase volume during the period the Company can assert that it is probable that a significant reversal in the amount of revenue recognized would not occur. The Company reviews its variable consideration estimates at the end of each quarter. As of June 30, 2025 the Company could not assert that it was probable that a significant reversal in the amount of revenue recognized would not occur for a potential shortfall to the minimum purchase volume at the end of the in place distributor agreements, which have a remaining term of twelve months.
The Company principally relies on historical experience, specific distributor agreements, and anticipated future trends to estimate variable consideration at the time of sale and to reduce the transaction price. The Company has no obligations related to discounts, returns, and allowances recorded on its unaudited consolidated balance sheets as of June 30, 2025.
Live-stream sales segment
Revenue primarily represents the sale of digital coupons to customers for goods or services (or for discounts on goods or services) to be provided by third-party merchants. The Company has determined that it is the principal in these transactions because it has discretion in establishing the pricing of the digital coupons. Revenue is recognized at the time the customer redeems the digital coupon for goods or services (or for discounts on goods or services) from the third-party merchant as that is the timing for when the Company’s obligations to the customer are satisfied. Revenue is recognized on a gross basis, inclusive of service fees and commissions remitted to platform operators, etc. These fees are recorded within our selling expenses.
The Company principally relies on historical experience, specific customer agreements, and anticipated future trends to estimate estimated refunds at the time of sale and to reduce the transaction price. The Company has no obligations related to service fees and refunds recorded on its unaudited consolidated balance sheets as of June 30, 2025.
There are no acquisition costs associated with obtaining customers in either segment and there are no amounts owed to third-party merchant for the goods or services to be provided at the time the digital coupon is redeemed as of June 30, 2025.
Cost of Revenue: Cost of revenue consists primarily of the cost of inventories, warehousing and distribution costs such as inbound freight charges, purchasing and receiving costs.
10
Zhong Guo Liang Tou Group Limited
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Gross Profit: Compared to Q1 2025, the company experienced a meaningful increase in its gross profit margin during the second quarter, primarily attributable to the strong sales performance of the new product “Cordyceps peptide selenium powder”. This product represents approximately 49% of total sales during the second quarter and with a gross profit margin of 79%.
Accumulated Other Comprehensive Income: Comprehensive income is comprised of net income and all changes to the statement of stockholder’s equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. The Company’s comprehensive income consists of net income and gains from foreign currency translation adjustments.
Leases: Under ASC 842 effective Q1 2025,the company recognizes right-of-use (ROU) assets through distinct classification and measurement processes. Leases are classified as finance leases if meeting any of five criteria (e.g, ownership transfer, bargain purchase option, lease term ≥75% of asset life, or present value of payments ≥90% of asset fair value); otherwise, they are operating leases. Both classifications require balance sheet recognition of ROU assets and lease liabilities. Initial measurement involves calculating the ROU asset as lease liability plus initial direct costs (e.g, legal fees) minus lease incentives. The lease liability reflects the present value of future payments discounted using the lessee's incremental borrowing rate, unless the lessor's implicit rate is readily determinable.
Subsequent accounting differs by classification: Finance leases require ROU asset depreciation over the shorter of lease term or asset life, with interest expense recognized via the effective interest method. Operating leases use straight-line lease expense recognition and liability amortization through the effective interest method. Mandatory disclosures include quantitative data (ROU/liability balances, lease expense breakdown, undiscounted payment schedules for ≤5 years and beyond) and qualitative descriptions of lease terms. Practical expedients allow optional P&L expensing for short-term leases (≤12 months) and exemption from ROU recognition for low-value assets (≤$5,000 per item). These policies ensure compliance with ASC 842 while maintaining operational flexibility(see Note 11).
Advertising Costs: The Company expenses the costs of advertising as incurred. There was $187 and $0 of advertising expenses incurred for the three months ended June 30, 2025 and 2024, respectively, with $240 and $0 for the six months ended June 30, 2025 and 2024 included within selling expenses on the accompanying unaudited consolidated statements of income and comprehensive income.
Interest income: In the second quarter of 2025, the company recognized interest income of $159,902.
Capital Contributions: Contributions of tangible and intangible assets in which no consideration is exchanged are accounted for as capital contributions in accordance with ASC 505, Equity (“ASC 505”) and are measured at fair value in accordance with ASC 845, Nonmonetary Transactions (“ASC 845”).
Income Taxes: The Company accounts for income taxes under the provisions of ASC 740, Income Taxes (“ASC 740”), which is an asset and liability approach that requires recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
11
Zhong Guo Liang Tou Group Limited
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
ASC 740 prescribes a recognition threshold and measurement process for accounting for uncertain tax positions and also provides guidance on various related matters such as derecognition, interest, penalties, and disclosures required. The Company does not have any entity-level uncertain tax positions. The Company files income tax returns in the British Virgin Islands (“BVI”), Hong Kong, and PRC. The Company’s tax returns remain open, subject to examination by major tax jurisdictions.
Under the current laws of the BVI, CFI is not subject to tax on income or capital gain. Additionally, upon payment of dividends by CFI to its stockholder, no BVI withholding tax will be imposed.
Under the current laws in Hong Kong, CFI HK is subject to a Hong Kong profits tax rate of 16.5%. Additionally, upon payment of dividends by CFI HK to its stockholder, no Hong Kong withholding tax will be imposed.
Under the current laws in the PRC, the PRC Subsidiaries operations are subject to a 25% enterprise income tax under the Enterprise Income Tax law (“EIT”) of the PRC with the exception that 15% tax rate under preferential policies applicable to enterprises operating within the Guangdong-Macao In-Depth Cooperation Zone in Hengqin (Hengqin Cooperation Zone),a designated special economic zone offering targeted tax incentives..
Earnings per Share: Basic earnings per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding the effects of any potential dilutive securities. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional ordinary shares that would have been outstanding if the potential ordinary share equivalents had been issued and if the additional ordinary shares were dilutive. Earnings per share excludes all potential dilutive shares of ordinary shares if their effect is anti-dilutive. There were no potential dilutive securities at June 30, 2025 and December 31, 2024.
Fair Value of Financial Instruments: ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1: Inputs based on unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data.
Level 3: Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are both unobservable for the asset and liability in the market and significant to the overall fair value measurement.
12
Zhong Guo Liang Tou Group Limited
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Assets and liabilities measured at fair value are based on one or more of the following techniques noted in ASC 820:
| ● | Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. |
| ● | Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost). |
| ● | Income approach: Techniques to convert future amounts to a single present value amount based upon market expectations (including present value techniques, option pricing, and excess earnings models). |
The Company believes its valuation methods are appropriate and consistent with other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The Company’s financial instruments with a carrying value that approximates fair value consist of cash and cash equivalents, accounts receivable, other receivables, prepayments, accounts payable, accrued expenses, other payables, advances from customers and income tax payable because of the short-term nature or expected settlement dates of these instruments. The Company does not have any financial instruments, assets or liabilities that have recurring fair value measurements.
Government Contribution Plan: Pursuant to the laws applicable to companies organized under the laws of the PRC, the PRC Subsidiaries are required to participate in a government-mandated multi-employee defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the PRC Subsidiaries to pay to the local labor bureau a monthly contribution rate based on the monthly basic compensation of qualified employees. The relevant local bureau is responsible for meeting all retirement benefit obligations and there are no further commitments beyond the monthly contribution for the PRC Subsidiaries.
Recent Accounting Pronouncements:
Recent Accounting Pronouncements, not yet adopted:
ASU 2023-09, Income Taxes (“ASU 2023-09”), requires disclosure of specific categories and disaggregation of information in the rate reconciliation table and expands disclosures related to income taxes paid. The new standard is effective for fiscal years beginning after December 15, 2024 and is to be applied prospectively. The Company is currently evaluating the impact, if any, adoption will have on its unaudited consolidated financial statements and disclosures.
ASU 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements (“ASU 2024-02”) updates accounting standards for revenue recognition (ASC 606), lease accounting (ASC 842), and impairment of long-lived assets (ASC 360). ASU 2024-02 provides enhanced guidance for estimating variable consideration, accounting for contract modifications, determining lease terms, and simplifying impairment testing for long-lived assets. It also introduces increased disclosure requirements for financial instruments and derivatives. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its unaudited consolidated financial statements and disclosures.
13
Zhong Guo Liang Tou Group Limited
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”), requires public companies to disaggregate key expense categories, such as inventory purchases, employee compensation and depreciation in their financial statements. This aims to improve investor insight into company performance. ASU 2024-03 is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its unaudited consolidated financial statements and disclosures.
The Company has evaluated other new accounting standards issued by the FASB and SEC that are not yet effective. Management does not expect these standards to have a material impact on the unaudited consolidated financial statements upon adoption.
Recently Adopted Accounting Pronouncements:
ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures (“ASU 2023-07”), requires enhanced disclosures related to significant segment expenses and a description of how the chief operating decision maker utilizes segment operating profit or loss to allocate resources and assess segment performance for all public entities. Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.
The Company adopted ASU 2023-07 effective December 31, 2024, on a retrospective basis. For additional information, refer to Note 12: Segment Information.
Note 3 – Business Combination
In September 2024, the sole stockholder of the Company, Rosey Sea Holdings Limited (“Rosy Sea”), entered into a definitive business combination agreement with Iron Horse Acquisitions Corp (“Iron Horse”). The purpose of this agreement is to enable the Company, through its ownership by Rosy Sea, to become a wholly owned subsidiary of Iron Horse, which will subsequently be renamed China Food Investment. This strategic merger aims to enhance market presence and capitalize on growth opportunities in the health and biotechnology food sector. The completion of this transaction is subject to certain constraints, including due diligence, regulatory approvals, and Nasdaq's consent, with a target closure in the third quarter of 2025.
Note 4 – Prepayments and other current assets
| 30-Jun-25 | 31-Dec-24 | |||||||
| (Unaudited) | ||||||||
| Prepayment | $ | 1,101,848 | $ | 1,313,695 | ||||
| Other receivables | 25,167 | 19,615 | ||||||
| Rental and other deposits | 63,226 | - | ||||||
| Other taxes receivable | 65,750 | - | ||||||
| Total | $ | 1,255,991 | $ | 1,333,310 | ||||
The prepayments and other current assets balance as of June 30, 2025, consists of prepayments to the Company’s vendors for goods and services amounting to $1,101,848; deposits for rental and e-commerce platform operations of $63,226; other receivables totaling $25,167, which include payments for employees’ social insurance contributions, Housing Provident Fund allocations, and personnel cash advances; and other tax receivables of $65,750.
14
Zhong Guo Liang Tou Group Limited
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 5 –Accrued expenses and other current liabilities
| 30-Jun-25 | 31-Dec-24 | |||||||
| (Unaudited) | ||||||||
| Accruals | $ | 186,433 | $ | 227,726 | ||||
| Other payables | 7,199 | - | ||||||
| Total | $ | 193,632 | $ | 227,726 | ||||
The accrued expenses and other current liabilities as of June 30, 2025, was primarily attributable to accruals for employees’ salaries totaling $186,433 and other accounts payable to live-streaming service vendors of $7,199.
Note 6 – Property and Equipment, net
Property and equipment, net is summarized as follows:
| 30-Jun-25 | 31-Dec-24 | |||||||
| (Unaudited) | ||||||||
| Building | $ | 4,225,863 | $ | 4,153,193 | ||||
| Equipment | 229,669 | 1,784 | ||||||
| Leasehold improvement | 42,933 | - | ||||||
| 4,498,465 | 4,154,977 | |||||||
| Less: Accumulated depreciation | (230,585 | ) | (115,125 | ) | ||||
| Property and equipment, net | $ | 4,267,880 | $ | 4,039,852 | ||||
Depreciation expense for the three and six months ended June 30, 2025 was $61,220 and $112,153, and is included as a component of general and administrative expenses on the accompanying unaudited consolidated statements of income and comprehensive income. Depreciation expense was recognized for the three and six months ended June 30, 2024 was $16,662.
Note 7 – Land Use Right, net
Land use right, net is summarized as follows:
| 30-Jun-25 | 31-Dec-24 | |||||||
| (Unaudited) | ||||||||
| Land use right | $ | 2,768,909 | $ | 2,721,294 | ||||
| Less: Accumulated amortization | (142,483 | ) | (75,403 | ) | ||||
| Land use right, net | $ | 2,626,426 | $ | 2,645,891 | ||||
Amortization expense of the land use right for the three and six months ended June 30, 2025 was $32,601 and $65,013 ,and is included as a component of general and administrative expenses on the accompanying unaudited consolidated statements of income and comprehensive income. Amortization expense of the land use right was recognized for the three and six months ended June 30, 2024 was $10,918.
15
Zhong Guo Liang Tou Group Limited
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 8 – Intangible Asset, net
Intangible asset, net is summarized as follows:
| 30-Jun-25 | 31-Dec-24 | |||||||
| (Unaudited) | ||||||||
| Trademark | $ | 94,042 | $ | 50,443 | ||||
| Less: Accumulated amortization | (3,630 | ) | (1,157 | ) | ||||
| Intangible asset, net | $ | 90,412 | $ | 49,286 | ||||
Amortization expense of the intangible asset for the three and six months ended June 30, 2025 was $1,397 and $2,425, and is included as a component of general and administrative expenses on the accompanying unaudited consolidated statements of income and comprehensive income. Amortization expense of the intangible asset was recognized for the three and six months ended June 30, 2024 was $35.
Note 9 – Leases
Operating leases as lessee
In June 2024, the Company entered a seven-month lease for office space of approximately 150 square meters in Zhuhai, China, expiring December 31, 2024, with monthly payments of RMB 17,116 ($2,359 at June 30, 2025).
In December 2024, the Company renewed the lease for office space for a term of six-months with monthly payments of RMB 13,616 ($1,877 at June 30, 2025). Operating lease expense of RMB 27,233 ($3,754) for the three months ended June 30, 2025 is included as a component of general and administrative expenses on the accompanying unaudited consolidated statements of income and comprehensive income.
In January 2025, the Company entered a thirty-four -month lease for office space of approximately 2,247.34 square meters in Zhuhai, China, expiring December 31, 2027, with monthly payments of RMB 144,325 ($19,893 at June 30, 2025) from August 1,2025. Operating lease expense of RMB Nil ($Nil) for the six months ended June 30, 2025 is included as a component of general and administrative expenses on the accompanying unaudited consolidated statements of income and comprehensive income.
No operating lease expense was recognized for the six months ended June 30, 2024.
16
Zhong Guo Liang Tou Group Limited
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The following table shows right-of-use asset and operating lease liability, and the associated financial statement line items as of June 30, 2025, Jun 30,2024 and December 31, 2024:
| 30-Jun-25 | 31-Dec-24 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Operating lease right-of-use asset | $ | 504,285 | $ | - | ||||
| Liabilities | ||||||||
| Operating lease liability, current portion | $ | 206,810 | $ | - | ||||
| Operating lease liability, non-current portion | $ | 353,577 | $ | - | ||||
| Weighted average remaining lease term (in years) | 2.5 | - | ||||||
| Weighted average discount rate (%) | 3.1 | - | ||||||
Information relating to operating lease activities for the six months ended June 30, 2025 and 2024 are as follows:
| For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | |||||||
| (Unaudited) | ||||||||
| Operating lease right-of-use asset, obtained in exchange for operating lease liability | $ | 504,285 | $ | - | ||||
| Operating lease expenses | ||||||||
| Amortization of right-of-use asset | $ | 49,854 | $ | - | ||||
| Interest of lease liability | 5,609 | - | ||||||
| Total operating lease expenses | $ | 55,463 | $ | - | ||||
Maturities of lease liability were as follows:
For the year ending December 31, | Operating Lease | |||
| (Unaudited) | ||||
| 2025 | $ | 100,610 | ||
| 2026 | 241,463 | |||
| 2027 | 241,463 | |||
| Total undiscounted payments | $ | 583,536 | ||
| Less: Imputed interest | (23,149 | ) | ||
| Total operating lease liability | 560,387 | |||
| Less: Operating lease liability, current portion | (206,810 | ) | ||
| Operating lease liability, non-current portion | $ | 353,577 | ||
17
Zhong Guo Liang Tou Group Limited
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 10 – Income Taxes
The provision for income taxes is associated with the PRC Subsidiaries and consists of the following:
| Unaudited Three months ended June 30 | Unaudited Six months ended June 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Current | $ | 1,106,294 | $ | 23,135 | $ | 1,231,406 | $ | 23,155 | ||||||||
| Deferred | - | - | - | - | ||||||||||||
| $ | 1,106,294 | $ | 23,135 | $ | 1,231,406 | $ | 23,155 | |||||||||
The Company’s effective income tax rates are as follows:
| Unaudited Three months ended June 30, 2025 | Unaudited Six months ended June 30, 2024 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| PRC Statutory income tax rate | 25 | % | 25 | % | 25 | % | 25 | % | ||||||||
| Changes in valuation allowance and others | 2 | % | (19 | )% | - | (19 | )% | |||||||||
| Effective income tax rate | 27 | % | 6 | % | 25 | % | 6 | % | ||||||||
Under the PRC Enterprise Income Tax Law (EIT), four of the five PRC Subsidiaries are subject to the standard 25% corporate income tax rate. Zhuhai Hengqin Liangke Biotechnology Co, Ltd, however, qualifies for a reduced 15% tax rate under preferential policies applicable to enterprises operating within the Guangdong-Macao In-Depth Cooperation Zone in Hengqin (Hengqin Cooperation Zone), a designated special economic zone offering targeted tax incentives.
Note 11 – Stockholder’s Equity
The Company authorized 50,000 ordinary shares with $1.00 par value. In 2024, the Company issued one share with $1.00 par value to one stockholder. The issuance of the ordinary share is considered as a part of the recapitalization of the Company (see Note 1), which was retroactively applied as if the transaction occurred at the beginning of the earliest period presented in the accompanying unaudited consolidated financial statements.
On May 30, 2024, the Company increased additional-paid in capital by the fair value of a non-monetary contribution of a building and a land use right from the stockholder of Rosy Sea (see Note 10).
18
Zhong Guo Liang Tou Group Limited
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 12 – Related Party Transactions
On May 30, 2024, the stockholder of Rosy Sea contributed to the Company (i) a building with a gross floor area of 4,032.36 square meters and (ii) a land use right for 18,000 square meters that expire in September 2056, both of which are located in Deliger Industrial Park, Duerbot Mongolian Autonomous County, Daqing City, Heilongjiang Province. The building and land use right (collectively, the “Contributed Assets”) were recorded on the contribution date at fair value of RMB 30,310,000 ($4,189,937 at May 30, 2024 and $4,225,863 at June 30, 2025, respectively) and RMB 19,860,000 ($2,745,369 at May 30, 2024 and $2,768,909 at June 30, 2025, respectively), respectively. Determining the fair values of the Contributed Assets requires judgments and the use of significant estimates and assumptions. The Company engaged an independent third-party appraisal firm to assist in the fair value determination of the Contributed Assets on the contribution date. The Contributed Assets were valued using a cost method valuation approach which utilizes assumptions about future economic factors, replacement costs, and depreciation rates relevant to the unique characteristics of the Contributed Assets.
Note 13 – Commitments and contingencies
Commitments: As of June 30, 2025, the Company did not have any significant capital and other commitments.
Indemnification Agreements: The Company enters into contractual relationships that contain indemnification provisions in its normal course of business with other parties. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from a breach of representation, covenant, or third-party infringement claims. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. Historically, there have been no such indemnification claims. Management believes any liability arising from these agreements will not be material to the Company’s unaudited consolidated financial statements.
Legal Matters: The Company is periodically involved in legal proceedings, legal actions, and claims arising in the normal course of business, including proceedings relating to intellectual property, safety and health, employment and other matters. Management believes that the outcome of such legal proceedings, legal actions, and claims will not have a significant adverse effect, individually, or in the aggregate, on the Company’s financial position, results of operations or cash flows.
Geographical Data: Primarily all of the Company’s revenue is generated in the PRC and all of the Company’s assets are located in the PRC.
Note 14 – Segment Information
The Company reports its results of operations in two operating segments: (i) wholesale distribution segment, which includes product sales made through the Company’s extensive distributor network, and (ii) live-stream sales segment, which includes digital coupon sales made through online platforms. The Company separately reports the results of its corporate division, which primarily consists of expenses associated with corporate functions and projects, certain employee benefits, rent, utilities, depreciation of property, amortization of land use right and intangible asset, interest income, and inter-segment eliminations. This presentation is consistent with the manner in which the CODM reviews the business to assess performance and allocate resources. The CODM uses operating income to allocate resources for each segment on an ongoing basis and to assess the performance for each segment.
19
Zhong Guo Liang Tou Group Limited
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The accounting policies of the segments are the same as those described in the summary of significant accounting policies; however, financial information presented by segment includes the impact of intercompany eliminations. The following tables set forth certain information, which include all significant expenses reviewed by the CODM, for each reportable segment for the three and six months ended June 30, 2025:
| Wholesale distribution | Live-stream sales | Corporate | Total | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| For the three months ended June 30, 2025 | ||||||||||||||||
| Sale of inventories to distributors | $ | 6,936,002 | $ | - | $ | - | $ | 6,936,002 | ||||||||
| Sale of digital coupons to customers - goods | - | - | - | - | ||||||||||||
| Sale of digital coupons to customers - services | - | 524,020 | - | 524,020 | ||||||||||||
| Costs of finished goods | 2,516,756 | - | - | 2,516,756 | ||||||||||||
| Gross profit | 4,422,085 | 209,918 | - | 4,943,267 | ||||||||||||
| Sales staff costs | 39,440 | 145,839 | 38,350 | 223,629 | ||||||||||||
| Administrative staff costs | 24,775 | 126,292 | 94,124 | 245,191 | ||||||||||||
| Outbound transportation expenses | 14,363 | 14,234 | 145 | 28,742 | ||||||||||||
| Advertising | 187 | - | - | 187 | ||||||||||||
| Depreciation and amortization | 4,700 | 57,770 | 82,117 | 144,587 | ||||||||||||
| Consulting | 1,413 | 15,340 | 59,236 | 75,989 | ||||||||||||
| Rental | 1,185 | 16,809 | - | 17,994 | ||||||||||||
| Research and development costs | 30,781 | - | - | 30,781 | ||||||||||||
| Other expenses | 74,231 | (141,678 | ) | 58,262 | (9,185 | ) | ||||||||||
| Operating income (loss) | $ | 4,231,930 | $ | (19,080 | ) | $ | (338,762 | ) | $ | 3,874,088 | ||||||
| Wholesale distribution | Live-stream sales | Corporate | Total | |||||||||||||
| For the three months ended June 30, 2024 | ||||||||||||||||
| Sale of inventories to distributors | $ | 841,560 | $ | - | $ | - | $ | 841,560 | ||||||||
| Sale of digital coupons to customers - goods | - | - | - | - | ||||||||||||
| Sale of digital coupons to customers - services | - | 120,635 | - | 120,635 | ||||||||||||
| Costs of finished goods | 442,999 | - | - | 442,999 | ||||||||||||
| Gross profit | 398,561 | 120,635 | - | 519,196 | ||||||||||||
| Sales staff costs | - | - | - | - | ||||||||||||
| Administrative staff costs | 8,321 | 23,680 | 56,690 | 88,690 | ||||||||||||
| Outbound transportation expenses | - | - | - | - | ||||||||||||
| Advertising | - | - | - | - | ||||||||||||
| Depreciation and amortization | 35 | - | 27,580 | 27,616 | ||||||||||||
| Consulting | 16,501 | - | - | 16,501 | ||||||||||||
| Rental | - | - | - | - | ||||||||||||
| Research and development costs | - | - | - | - | ||||||||||||
| Other expenses | 11,228 | 134 | 24 | 11,387 | ||||||||||||
| Operating income (loss) | $ | 362,476 | $ | 96,821 | $ | (84,295 | ) | $ | 375,002 | |||||||
20
Zhong Guo Liang Tou Group Limited
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| Wholesale distribution | Live-stream sales | Corporate | Total | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| For the six months ended June 30, 2025 | ||||||||||||||||
| Sale of inventories to distributors | $ | 8,426,146 | $ | - | $ | - | $ | 8,426,146 | ||||||||
| Sale of digital coupons to customers - goods | - | 3,151,519 | - | 3,151,519 | ||||||||||||
| Sale of digital coupons to customers - services | - | 401,396 | - | 401,396 | ||||||||||||
| Costs of finished goods | 3,057,402 | 1,925,455 | - | 4,982,858 | ||||||||||||
| Gross profit | 5,368,744 | 1,627,461 | - | 6,996,205 | ||||||||||||
| Sales staff costs | 78,474 | 317,393 | 82,820 | 478,687 | ||||||||||||
| Administrative staff costs | 50,065 | 236,151 | 202,771 | 488,987 | ||||||||||||
| Outbound transportation expenses | 40,724 | 125,711 | 181 | 166,616 | ||||||||||||
| Advertising | 239.83 | - | - | 239.83 | ||||||||||||
| Depreciation and amortization | 5,476 | 59,253 | 164,717 | 229,446 | ||||||||||||
| Consulting | 17,985 | 19,353 | 59,353 | 96,691 | ||||||||||||
| Rental | 1,185 | 12,681 | - | 13,867 | ||||||||||||
| Research and development costs | 58,344 | - | - | 58,344 | ||||||||||||
| Other expenses | 385,662 | 323,304 | 75,074 | 784,040 | ||||||||||||
| Operating income (loss) | $ | 4,730,589 | $ | 533,614 | $ | (584,916 | ) | $ | 4,679,286 | |||||||
| Wholesale distribution | Live-stream sales | Corporate | Total | |||||||||||||
| For the six months ended June 30, 2024 | ||||||||||||||||
| Sale of inventories to distributors | $ | 841,560 | $ | - | $ | - | $ | 841,560 | ||||||||
| Sale of digital coupons to customers - goods | - | - | - | - | ||||||||||||
| Sale of digital coupons to customers - services | - | 120,635 | - | 120,635 | ||||||||||||
| Costs of finished goods | 442,999 | - | - | 442,999 | ||||||||||||
| Gross profit | 398,561 | 120,635 | - | 519,196 | ||||||||||||
| Sales staff costs | - | - | - | - | ||||||||||||
| Administrative staff costs | 8,321 | 23,680 | 56,690 | 88,691 | ||||||||||||
| Outbound transportation expenses | - | - | - | - | ||||||||||||
| Advertising | - | - | - | - | ||||||||||||
| Depreciation and amortization | 35 | - | 27,580 | 27,616 | ||||||||||||
| Consulting | 16,501 | - | - | 16,501 | ||||||||||||
| Rental | - | - | - | - | ||||||||||||
| Research and development costs | - | - | - | - | ||||||||||||
| Other expenses | 11,229 | 134 | 25 | 11,387 | ||||||||||||
| Operating income (loss) | $ | 362,476 | $ | 96,821 | $ | (84,295 | ) | $ | 375,001 | |||||||
Note 15 – Long-term Investment
During second quarter of 2025, the Company invested RMB 1 million（$139,421 at June 30,2025） in a high-growth small household appliance enterprise, acquiring a 5% equity stake.
Note 16 – Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below or within these unaudited consolidated financial statements, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited consolidated financial statements.
21
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included below have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”.).
Introduction
The following unaudited pro forma condensed combined financial information presents the combination of financial information of Iron Horse and Zhong Guo Liang Tou, adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Iron Horse has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.
The following unaudited pro forma condensed combined balance sheet as of June 30, 2025, assumes that the Business Combination occurred on June 30, 2025. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025, and the year ended December 31, 2024, assume that the Business Combination occurred on January 1, 2024.
The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the Post-Combination Company’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the Post-Combination Company. The actual financial position and results of operations of the Post-Combination Company may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The historical financial information of Iron Horse was derived from the unaudited financial statements of Iron Horse as of June 30, 2025 and for the six months ended June 30, 2025 and audited financial statements of Iron Horse as of and for the year ended December 31, 2024, included elsewhere in this Form 8-K. The historical financial information of Zhong Guo Liang Tou was derived from the unaudited consolidated financial statement of Zhongh Guoa Lian Tou as of and for the six months period ended June 30, 20205 and the audited consolidated financial statements of Zhong Guo Liang Tou as of and for the year ended December 31, 2024, which are included elsewhere in this Form 8-K. This information should be read together with Iron Horse’s and Zhong Guo Liang Tou’s unaudited and audited financial statements, and related notes, the sections titled “Iron Horse Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Zhong Guo Liang Tou Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this Form 8-K.
Business Combination
Iron Horse entered into a Business Combination Agreement (the “Original BCA”), dated as of September 27, 2024 (as amended and restated on December 18, 2024, and as further amended on August 31, 2025 and September 12, 2025, the “BCA”), with Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (“CFI”), and Rosy Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Seller”) and the owner of 100% of the issued and outstanding capital stock of CFI. On December 18, 2024, Iron Horse, CFI and the Seller entered into an Amended and Restated Business Combination Agreement (the “Amended BCA”), pursuant to which parties (i) included CFI was included as a party to the Business Combination made certain representations and warranties; (ii) agreed that compensation to the Sponsor in the amount of $2,000,000 should be paid at the Closing; and (iii) updated Section 11.6 of the Original BCA to include the additional Acquiror expenses that will be paid by the Seller at the Closing and to include that the Acquiror Financing Note (as defined in the Amended BCA) will remain outstanding if the Closing does not occur due to a Terminating Acquiror Breach (as defined in the Amended BCA), that is not cured, or regulatory action.
On August 31, 2025, Iron Horse entered into an amendment to the Amended BCA (“Amendment No. 2”) with Seller and CFI. Prior to the Amendment No. 2, the Amended BCA provided that Iron Horse may terminate the Business Combination Agreement if the closing of the Business Combination has not occurred on or before September 1, 2025 (the “Agreement End Date”). Pursuant to the Amendment No. 2, the Agreement End Date is extended from September 1, 2025 to September 15, 2025. On September 12, 2025, Iron Horse entered into another amendment to the Amended BCA with Seller and CFI to further extend the Agreement End Date from September 15, 2025 to September 30, 2025.
The Business Combination Agreement provided that, at the Closing, Iron Horse would purchase from Seller the issued and outstanding ordinary shares of CFI in exchange for shares of common stock of Iron Horse, par value $0.0001 per share (the “Common Stock”), as a result of which CFI would become a wholly owned subsidiary of Iron Horse (the “Business Combination” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”).
Special Meeting and Closing of the Transactions
On June 20, 2025, Iron Horse held a special meeting, at which the Iron Horse stockholders considered and adopted, among other matters, a proposal to approve the Business Combination, including (a) adopting the Business Combination Agreement and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in the Proxy Statement/Prospectus.
Pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement, following the Special Meeting, on September 30, 2025 (the “Closing Date”), the Transactions were consummated (the “Closing”). As a result of the closing
The holders of common stock of Iron Horse redeemed 6,701,349 of their shares of common stock in connection with the approved Business Combination Agreement in redemption payment from the funds on deposit in the Trust Account of Iron Horse of $71.02 million. In addition in connection with the closing New Iron Horse has issue to Rosy Sea 47,689,349 shares of common stock pursuant to the Business Combination Agreement.
Consulting Agreements
On September 30, 2025, in connection with the consummation of the Business Combination, CN Healthy into a Consulting Agreement with each of Mr. Bengochea and Mr. Caragol (the “Consulting Agreements”), which became effective at the closing. Mr. Bengochea and Mr. Caragol shall assist CN Healthy’s management and Board of Directors with advisory services as mutually agreed. The Consulting Agreement will be for a six month term post-Closing, unless earlier terminated or extended by the parties. The consulting fee shall be 500,000 restricted shares of the Company’s common stock, which shares shall be registered on a registration statement post-Closing. Any additional compensation to be paid upon extension of the term shall be mutually agreed to by and between CN Healthy and each of Mr. Bengochea and Mr. Caragol. CN Healthy shall reimburse each of Mr. Bengochea and Mr. Caragol for ordinary and customary expenses incurred in performing the consulting services. Any extraordinary expenses, require consent of the Company.
The following table illustrates the ownership levels of New Iron Horse immediately following the Business Combination(1):
| Actual Redemptions | ||||||||
| Equity Capitalization Summary | Shares | % | ||||||
| Stockholder of Zhong Guo Liang Tou | 47,689,349 | 91.3 | % | |||||
| Iron Horse’s Public Stockholders | 1,578,651 | 3.0 | % | |||||
| Sponsor and other Initial Stockholders and IPO Representative | 1,967,000 | 3.8 | % | |||||
| Consulting agreement | 1,000,000 | 1.9 | % | |||||
| Total shares of Common Stock | 52,235,000 | 100.0 | % | |||||
| (1) | This table does not include the 6,900,000 shares underlying the Public Warrants or the 2,457,000 shares underlying the Private Warrants but does reflect the 1,380,000 shares to be issued conversion of the Public Rights |
2
The following table illustrates varying ownership levels of New Iron Horse immediately following the Business Combination on a fully diluted basis(1):
| Actual Redemptions | ||||||||
| Equity Capitalization Summary | Shares | % | ||||||
| Stockholder of Zhong Guo Liang Tou | 47,689,349 | 77.4 | % | |||||
| Iron Horse’s Public Stockholders | 8,478,651 | 13.8 | % | |||||
| Sponsor and other Initial Stockholders and IPO Representative | 4,424,000 | 7.2 | % | |||||
| Consulting agreement | 1,000,000 | 1.6 | % | |||||
| Total shares of Common Stock | 61,592,000 | 100.0 | % | |||||
| (1) | This table makes the same assumptions as in the preceding ownership table, except that this table reflects the 6,900,000 shares underlying the Public Warrants and the 2,457,000 shares underlying the Private Warrants. |
In addition to the changes in percentage ownership depicted above, below is the dilutive effect of these issuances on non-redeeming holders of Public Shares.
The following table shows the dilutive effect and the effect on the per share value of shares held by non-redeeming holders of Public Shares under actual redemptions and dilutive securities exercise:
| Actual Redemptions | ||||||||
| Shares | Value Per Share(1) | |||||||
| Base Scenario(2) | 52,235,000 | $ | 0.17 | |||||
| Excluding Sponsor Shares(3) | 50,268,000 | $ | 0.18 | |||||
| Exercising Public Warrants(4)(5) | 59,135,000 | $ | 0.15 | |||||
| Exercising Private Warrants(4)(5) | 54,692,000 | $ | 0.17 | |||||
| Exercising All Warrants(4)(5) | 61,592,000 | $ | 0.15 | |||||
| (1) | Based on a post-transaction equity value of the Combined Company of $9.1 million. |
| (2) | Represents the post-Closing share ownership of the Combined Company based on actual redemption by holders of Public Shares. |
| (3) | Represents the Base Scenario excluding the shares held by the Sponsor and excluding the Private Warrants held by Sponsor. |
| (4) | Represents the Base Scenario plus the full exercise of the Warrants. The Warrants are exercisable for up to 9,357,000 shares. Of these, the Public Warrants are exercisable for 6,900,000 shares, and the Private Warrants are exercisable for 2,457,000 shares. The Public Warrants and the Private Warrants are only exercisable after the consummation of the Business Combination. |
| (5) | Does not account for proceeds paid to the Combined Company, if any, in connection with payment of the exercise prices for Warrants, which may be exercisable, in the case of the Public Warrants, by payment either of an exercise price or on a cashless basis under certain circumstances. |
All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Basis of Presentation and Glossary — Share Calculations and Ownership Percentages” and, with respect to the determination of the Actual Redemptions. Additionally, the relative percentages above assume the Business Combination was consummated on June 30, 2025.
3
Accounting Treatment
The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although Iron Horse has acquire all of the outstanding equity interests of Zhong Guo Liang Tou in the Business Combination, Iron Horse was treated as the “acquired” company and Zhong Guo Liang Tou is treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Zhong Guo Liang Tou issuing stock for the net assets of Iron Horse, accompanied by a recapitalization. The net assets of Iron Horse was stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Zhong Guo Liang Tou.
Zhong Guo Liang Tou has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the Assuming No Redemptions Scenario and the Assuming Maximum Redemptions Scenario:
| ● | The stockholder of Zhong Guo Liang Tou will have the greatest voting interest in the Post-Combination Company; |
| ● | The stockholder of Zhong Guo Liang Tou will have the ability to control decisions regarding election and removal of directors and officers of the Post-Combination Company; |
| ● | Zhong Guo Liang Touo will comprise the ongoing operations of the Post-Combination Company; and |
| ● | Zhong Guo Liang Tou’s existing senior management will be the senior management of the Post-Combination Company. |
The unaudited pro forma condensed combined financial information has been prepared using the actual redemption for cash of Iron Horse Public Shares:
| ● | Actual Redemptions: This presentation reflects 6,701,349 Public Shares redeemed for aggregate redemption payments of $71.0 million, assuming a $10.60 per share redemption price. |
The following unaudited pro forma condensed combined balance sheet as of June 30, 2025, and the unaudited pro forma condensed combined statements of operations for six months ended June 30, 2025 and for the year ended December 31, 2024, are based on the audited historical financial statements of Iron Horse and Zhong Guo Liang Tou. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information and include immaterial rounding differences.
4
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE
SHEET
JUNE 30, 2025
(in thousands, except share and per share data)
| (1) | Assuming No Redemptions | |||||||||||||||||||
| Zhong Guo Liang Tou (Historical) | (2) Iron Horse (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||||
| Assets | ||||||||||||||||||||
| Current assets | ||||||||||||||||||||
| Cash and cash equivalents | $ | 40,221 | $ | 25 | $ | 2,147 | (B) | $ | 39,617 | |||||||||||
| (500 | ) | (C) | ||||||||||||||||||
| (2,410 | ) | (D) | ||||||||||||||||||
| (529 | ) | (I) | ||||||||||||||||||
| (337 | ) | (H) | ||||||||||||||||||
| 1,000 | (J) | |||||||||||||||||||
| Prepaid expenses and other current assets | 1,256 | 55 | — | 1,311 | ||||||||||||||||
| Prepaid income tax | — | 75 | — | 75 | ||||||||||||||||
| Inventories | 1,723 | — | — | 1,723 | ||||||||||||||||
| Prepaid insurance | — | — | 337 | (H) | 337 | |||||||||||||||
| Total Current Assets | 43,200 | 155 | (292 | ) | 43,063 | |||||||||||||||
| Marketable securities held in Trust Account | — | 73,166 | (71,019 | ) | (A) | — | ||||||||||||||
| (2,147 | ) | (B) | ||||||||||||||||||
| Long-term investment | 139 | — | — | 139 | ||||||||||||||||
| Property, net | 4,268 | — | — | 4,268 | ||||||||||||||||
| Land use right, net | 2,626 | — | — | 2,626 | ||||||||||||||||
| Intangible asset, net | 90 | — | — | 90 | ||||||||||||||||
| Operating lease right-of-use asset | 505 | — | — | 505 | ||||||||||||||||
| Total Assets | $ | 50,828 | $ | 73,321 | $ | (73,458 | ) | $ | 50,691 | |||||||||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||
| Accounts payable and accrued expenses | $ | 780 | $ | 759 | $ | 77 | (D) | $ | 1,616 | |||||||||||
| Other taxes payables | 494 | — | — | 494 | ||||||||||||||||
| Advances from customers | 33,140 | — | — | 33,140 | ||||||||||||||||
| Income taxes payable | 1,116 | — | — | 1,116 | ||||||||||||||||
| Excise taxes payable | — | 687 | (687 | ) | (N) | — | ||||||||||||||
| Due to stockholders for redemption of common stock | — | 68,652 | (68,682 | ) | (A) | — | ||||||||||||||
| Operating lease liability, current portion | 206 | — | — | 206 | ||||||||||||||||
| Loan payable | — | 230 | (230 | ) | (K) | — | ||||||||||||||
| Promissory note | — | 831 | 2,019 | (C) | 3,019 | |||||||||||||||
| 1,000 | (J) | |||||||||||||||||||
| (831 | ) | (K) | ||||||||||||||||||
| Promissory note – related party | — | 1,278 | 900 | (D) | 1,649 | |||||||||||||||
| (529 | ) | (I) | ||||||||||||||||||
| Total Current Liabilities | 35,736 | 72,437 | (66,933 | ) | 41,240 | |||||||||||||||
| Deferred underwriting fee payable | — | 2,519 | (2,519 | ) | (C) | — | ||||||||||||||
| Operating lease liability | 354 | — | — | 354 | ||||||||||||||||
| Total Liabilities | 36,090 | 74,956 | (68,452 | ) | 41,594 | |||||||||||||||
| Iron Horse common stock subject to possible redemption, $0.0001 par value, 6,900,000 shares at redemption value | — | 4,479 | (2,367 | ) | (A) | — | ||||||||||||||
| (2,112 | ) | (L) | ||||||||||||||||||
| Stockholders’ Equity (Deficit) | ||||||||||||||||||||
| Iron Horse preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | — | — | — | ||||||||||||||||
| Iron Horse common stock, $0.0001 par value; 50,000,000 shares authorized; 1,967,000 shares issued and outstanding | — | — | 5 | (E) | 5 | |||||||||||||||
| — | (F) | |||||||||||||||||||
| — | (L) | |||||||||||||||||||
5
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE
SHEET
JUNE 30, 2025 — (Continued)
(in thousands, except share and per share data)
| (1) | Assuming No Redemptions | |||||||||||||||||||
| Zhong Guo Liang Tou (Historical) | (2) Iron Horse (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||||
| Zhong Guo Liang Tou ordinary shares, $1 par value; 50,000 shares authorized; 1 share issued and outstanding | — | — | — | (E) | — | |||||||||||||||
| Additional paid-in capital | 6,935 | — | (60 | ) | (D) | 5,379 | ||||||||||||||
| (5 | ) | (E) | ||||||||||||||||||
| — | (F) | |||||||||||||||||||
| (8,754 | ) | (G) | ||||||||||||||||||
| 2,112 | (L) | |||||||||||||||||||
| 1,061 | (K) | |||||||||||||||||||
| 4,090 | (M) | |||||||||||||||||||
| Retained earnings (accumulated deficit) | 7,692 | (6,114 | ) | (3,327 | ) | (D) | 3,602 | |||||||||||||
| 8,754 | (G) | |||||||||||||||||||
| (4,090 | ) | (M) | ||||||||||||||||||
| 687 | (N) | |||||||||||||||||||
| Accumulated other comprehensive loss | 111 | — | — | (119 | ) | |||||||||||||||
| Total Stockholders’ Equity (Deficit) | 14,738 | (6,114 | ) | 473 | 9,097 | |||||||||||||||
| Total Liabilities, and Stockholders’ Equity (Deficit) | $ | 50,828 | $ | 73,321 | $ | (73,458 | ) | $ | 50,691 | |||||||||||
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
| (1) | Derived from the unaudited consolidated balance sheet of Zhong Guo Liang Tou as of June 30, 2025. |
| (2) | Derived from the audited balance sheet of Iron Horse as of June 30, 2025. |
| (A) | Reflects the adjustment for the payment of the redemption request made during the June 25, 2025, meeting for an aggregate of 6,701,349 shares in connection with Business Combination and Extension where shareholders redeemed effectively at a redemption price of $10.60 per share, for an aggregate redemption amount of $68.65 million as of June 30, 2025 and $2.37 million which were redeemed after the June 25, 2025 meeting. |
| (B) | Reflects the transfer of marketable securities held in the Trust Account to cash. |
| (C) | Reflects the settlement of deferred underwriting fee payable by cash of $0.50 million and the issuance of a $2.02 million non-interest bearing promissory note with a maturity date of November 17, 2025, upon the Closing of the Business Combination. The note requires the company to reserve 5,000,000 shares in the event the note is not paid by November 17, 2025 and will be required to register the reserve shares within 60 days of the Delivery Notice and will incur 15% defaul interest until the default is cured. . |
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| (D) | Represents transaction costs incurred by Iron Horse and Zhong Guo Liang Tou of approximately $3.77 million and $0.25 million, respectively, for legal, accounting and printing fees incurred as part of the Business Combination. These costs are accounted for a reduction in the combined cash account with a corresponding reduction in additional paid-in capital or accumulated deficit consistent with the treatment described in SEC Staff Accounting Bulletin Topic 5.A. These transaction costs will not recur in the Post-Combination Company’s income beyond 12 months after the transaction. |
For the Iron Horse transaction costs, $2.41 million have been paid at closing and $0.92 million have been accrued as of the pro forma balance sheet date. As such an amount of $3.33 million is reflected in an adjustment to accumulated losses. The Iron Horse estimated transaction costs exclude the deferred underwriting fee payable included in (C) above. In addition, the parties have agreed to make a payment to the Sponsor at the Closing in the amount of $2.0 million to reimburse the Sponsor for the costs incurred in connection with the IPO and the Business Combination which is included in the $3.33 million of transaction cost. The cash paid included a payment of $1.1 million for the Sponsor and $0.9 million is deferred and adjusted to accounts payable.
For the Zhong Guo Liang Tou transaction costs in the amount of $0.06 million remains payable and an adjustment to additional paid-in capital was applied. .
| (E) | Represents the issuance of 47,689,349 shares of Iron Horse common stock to the existing stockholder of Zhong Guo Liang Tou. |
| (F) | Represents the issuance of 1,380,000 Public Rights Shares upon the Closing of the Business Combination. |
| (G) | Reflects the elimination of Iron Horse’s historical accumulated deficit after recording the transaction costs as described in (D) above and the reversal of the excise tax accrual as described in (N) below. |
| (H) | Represents the payment of D&O insurance premium for a six year term and recorded as prepaid insurance. |
| (I) | Reflects the repayment of related party promissory notes upon the Closing of the Business Combination. |
| (J) | Reflects the proceeds received from the promissory note issued to the Sponsor at Closin of the Business Combination. The Sponsor Promissory Note matures on November 15, 2025; upon any Event of Default the outstanding balance bears default interest at 15% per annum until cured. To secure repayment, Iron Horse reserved with Continental Stock Transfer & Trust (“Continental”) 5,000,000 shares of Common Stock (the “Sponsor Reserve Shares”) pursuant to irrevocable transfer agent instructions on September 30, 2025. |
| (K) | Reflects the waiver of the promissory note and loan payable issued to the shareholder of Zhong Guo Liang Tou upon the Closing. |
| (L) | Iron Horse public stockholders holding 198,651 common stock did not exercise their redemption rights as such the shares are reclassified to permanent equity. |
| (M) | Represents the issuance of 1,000,000 shares in connection with a consulting agreement entered into with each of Mr. Bengochea and Mr. Caragol, which became effective at closing. The shares were valued at $4.09 per share which was the closing price of UCFI stock on September 30, 2025, Closing Date. |
| (N) | Represents the removal of the excise tax accrual as the redemption event and closing of the Business Combination have both occurred during 2025. The shares issued for the closing of the Business Combination exceed the number of shares redeemed in the maximum redemption scenario. As such, Iron Horse is not subject to the 1% Federal Excise Tax. |
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UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(in thousands, except share and per share data)
| (1) | Assuming No Redemptions | |||||||||||||||||||
| Zhong
Guo Liang Tou (Historical) | (2) Iron Horse (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||||
| Revenue, net | $ | 11,979 | $ | — | $ | — | $ | 11,979 | ||||||||||||
| Cost of revenues | 4,983 | — | — | 4,983 | ||||||||||||||||
| Gross profit | 6,996 | — | — | 6,996 | ||||||||||||||||
| Operating expenses | ||||||||||||||||||||
| Formation and operational costs | — | 1,191 | (72 | ) | (BB) | 1,119 | ||||||||||||||
| Selling expenses | 1,240 | — | — | 1,240 | ||||||||||||||||
| General and administrative expenses | 1,018 | — | 28 | (DD) | 1,046 | |||||||||||||||
| Research and development costs | 59 | — | — | 59 | ||||||||||||||||
| Total operating expenses | 2,317 | 1,191 | (44 | ) | 3,464 | |||||||||||||||
| Income (loss) from operations | 4,679 | (1,191 | ) | 44 | 3,532 | |||||||||||||||
| Other income (expense): | ||||||||||||||||||||
| Interest expense | (6 | ) | — | — | (6 | ) | ||||||||||||||
| Interest earned on marketable securities held in Trust Account | — | 1,507 | (1,507 | ) | (AA) | — | ||||||||||||||
| Other income | 55 | — | — | 55 | ||||||||||||||||
| Interest income | 199 | — | — | 199 | ||||||||||||||||
| Total other income, net | 248 | 1,507 | (1,507 | ) | 248 | |||||||||||||||
| Income before provision for income taxes | 4,927 | 316 | (1,463 | ) | 3,780 | |||||||||||||||
| Provision for income taxes | (1,231 | ) | (296 | ) | 296 | (CC) | (1,231 | ) | ||||||||||||
| Net income | $ | 3,696 | $ | 20 | $ | (1,167 | ) | $ | 2,549 | |||||||||||
| Basic and diluted earnings per share | $ | 3,695,725 | ||||||||||||||||||
| Basic and diluted net income per common share, redeemable shares | $ | 0.00 | ||||||||||||||||||
| Basic and diluted net income per common share, non-redeemable shares | $ | 0.00 | ||||||||||||||||||
| Weighted average number of common shares outstanding, basic | 52,235,000 | |||||||||||||||||||
| Net income per common share, basic | $ | 0.05 | ||||||||||||||||||
| Weighted average number of common shares outstanding, diluted | 61,592,000 | |||||||||||||||||||
| Net income per common share, diluted | $ | 0.04 | ||||||||||||||||||
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
| (1) | Derived from the audited consolidated statement of operations of Zhong Guo Liang Tou for the six-month period ended June 30, 2025. |
| (2) | Derived from the audited statement of operations of Iron Horse for the six-month period ended June 30, 2025. |
| (AA) | Represents an adjustment to eliminate interest earned and unrealized loss on marketable securities held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2024. |
| (BB) | Represents an adjustment to eliminate administrative service fees that will cease at the Business Combination. |
| (CC) | Represents an adjustment to eliminate income tax expense of Iron Horse after giving effect to the Business Combination as if it had occurred on January 1, 2024. |
| (DD) | Represents an adjustment to amortize prepaid D&O insurance for the six-month period ended June 30, 2025 as if it had occurred on January 1, 2024, as discussed in pro forma balance sheet adjustment presented in (H) above. |
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UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
(in thousands, except share and per share data)
| (1) | Assuming No Redemptions | |||||||||||||||||||
| Zhong
Guo Liang Tou (Historical) | (2) Iron Horse (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||||
| Revenue, net | $ | 11,347 | $ | — | $ | — | $ | 11,347 | ||||||||||||
| Cost of revenues | 3,803 | — | — | 3,803 | ||||||||||||||||
| Gross profit | 7,544 | — | — | 7,544 | ||||||||||||||||
| Operating expenses | ||||||||||||||||||||
| Formation and operational costs | — | 1,710 | (142 | ) | (BB) | 1,568 | ||||||||||||||
| Selling expenses | 982 | — | — | 982 | ||||||||||||||||
| General and administrative expenses | 1,013 | — | 56 | (DD) | 8,486 | |||||||||||||||
| 7,417 | (EE) | |||||||||||||||||||
| Research and development costs | 7 | — | — | 7 | ||||||||||||||||
| Total operating expenses | 2,002 | 1,710 | 7,331 | 11,043 | ||||||||||||||||
| Income (loss) from operations | 5,542 | (1,710 | ) | (7,331 | ) | (3,499 | ) | |||||||||||||
| Other income (expense): | ||||||||||||||||||||
| Change on overallotment liability | — | 11 | — | 11 | ||||||||||||||||
| Lawsuit settlements | — | 295 | — | 295 | ||||||||||||||||
| Interest earned on marketable securities held in Trust Account | — | 3,526 | (3,526 | ) | (AA) | — | ||||||||||||||
| Other income | 14 | — | — | 14 | ||||||||||||||||
| Interest income | 53 | — | — | 53 | ||||||||||||||||
| Total other income, net | 67 | 3,832 | (3,526 | ) | 373 | |||||||||||||||
| Income before provision for income taxes | 5,609 | 2,122 | (10,857 | ) | (3,126 | ) | ||||||||||||||
| Provision for income taxes | (1,613 | ) | (747 | ) | 747 | (CC) | (1,613 | ) | ||||||||||||
| Net income | $ | 3,996 | $ | 1,375 | $ | (10,110 | ) | $ | (4,739 | ) | ||||||||||
| Basic and diluted earnings per share | $ | 3,996,003 | ||||||||||||||||||
| Basic and diluted net income per common share, redeemable shares | $ | 0.16 | ||||||||||||||||||
| Basic and diluted net income per common share, non-redeemable shares | $ | 0.16 | ||||||||||||||||||
| Weighted average number of common shares outstanding, basic and diluted | 52,235,000 | |||||||||||||||||||
| Net income per common share, basic and diluted | $ | (0.09 | ) | |||||||||||||||||
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
| (1) | Derived from the audited consolidated statement of operations of Zhong Guo Liang Tou for the year ended December 31, 2024. |
| (2) | Derived from the audited statement of operations of Iron Horse for the year ended December 31, 2024. |
| (AA) | Represents an adjustment to eliminate interest earned and unrealized loss on marketable securities held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2024. |
| (BB) | Represents an adjustment to eliminate administrative service fees that will cease at the Business Combination. |
| (CC) | Represents an adjustment to eliminate income tax expense of Iron Horse after giving effect to the Business Combination as if it had occurred on January 1, 2024. |
| (DD) | Represents an adjustment to amortize prepaid D&O insurance for the year ended December 31, 2024 as if it had occurred on January 1, 2024, as discussed in pro forma balance sheet adjustment presented in (H) above. |
| (EE) | Represents an adjustment to eliminate the effect of the pro forma balance sheet adjustment presented in (D) above in the aggregate amount of $2.4 million, with $0.4 million for the direct, incremental costs of the Business Combination expected to be incurred by Iron Horse and a fee of $2.0 million owed to the Sponsor at closing of the Business Combination, assuming those adjustments were made as of the beginning of the fiscal year presented. As these costs are directly related to the Business Combination, they are not expected to recur in the income of the Post-Combination Company beyond 12 months after the Business Combination. |
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Basis of Presentation
The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP as Zhong Guo Liang Tou has been determined to be the accounting acquirer, primarily due to the fact that Zhong Guo Liang Tou’s stockholder will continue to control the Post-Combination Company. Under this method of accounting, although Iron Horse has acquire all of the outstanding equity interests of Zhong Guo Liang Tou in the Business Combination, Iron Horse was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Zhong Guo Liang Tou issuing stock for the net assets of Iron Horse, accompanied by a recapitalization. The net assets of Iron Horse are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Zhong Guo Liang Tou.
The unaudited pro forma condensed combined balance sheet as of June 30, 2025, assumes that the Business Combination and related transactions occurred on June 30, 2025. The unaudited pro forma condensed combined statements of operations for the six month period ended June 30, 20205 and for the year ended December 31, 2024, presents pro forma effect to the Business Combination as if it had been completed on January 1, 2024.
The unaudited pro forma condensed combined balance sheet as of June 30, 2020, and the unaudited pro forma condensed combined statement of operation for the six-month period ended June 30, 2025, has been prepared using, and should be read in conjunction with, the following:
| ● | Iron Horse’s unaudited balance sheet as of June 30, 2025 and the related notes for the six-month period ended June 30, 2025, included elsewhere in this Form 8-K; and |
| ● | Zhong Guo Liang Tou’s unaudited consolidated balance sheet as of June 30, 2025 and the related notes for the six-months ended June 30, 2025, included elsewhere in this Form 8-K. |
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, has been prepared using, and should be read in conjunction with, the following:
| ● | Iron Horse’s audited statement of operations for the year ended December 31, 2024, and the related notes, included elsewhere in this Form 8-K; and |
| ● | Zhong Guo Liang Tou’s audited consolidated statement of operations for the year ended December 31, 2024, and the related notes, included elsewhere in this Form 8-K. |
The unaudited pro forma condensed combined financial information has been prepared with the actual redemption into cash of Iron Horse Public Shares:
| ● | Actual Redemptions: This presentation reflects 6,701,349 Public Shares redeemed for aggregate redemption payments of $71.0 million, assuming a $10.60 per share redemption price. |
As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.
The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that Iron Horse believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Iron Horse believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
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The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position of the Post-Combination Company would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Post-Combination Company. They should be read in conjunction with the historical financial statements and notes thereto of Iron Horse and Zhong Guo Liang Tou.
Accounting Policies
Upon consummation of the Business Combination, management of the Post-Combination Company will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management of the Post-Combination Company may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the Post-Combination Company. Based on its initial analysis, management of the Post-Combination Company did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the Transaction Accounting Adjustments and present the Management’s Adjustments. Iron Horse has elected not to present Management’s Adjustments and is only presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to include all necessary Transaction Accounting Adjustments pursuant to Article 11 of Regulation S-X, including those that are not expected to have a continuing impact.
The unaudited and audited historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to Transaction Accounting Adjustments that reflect the accounting for the transaction under GAAP. Zhong Guo Liang Tou and Iron Horse have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
The pro forma combined statement of operations does not reflect a provision for income taxes or any amounts that would have resulted had the Post-Combination Company filed consolidated income tax returns during the periods presented. The pro forma condensed combined balance sheet does not reflect the deferred taxes of the Post-Combination Company as a result of the Business Combination. Since it is likely that the Post-Combination Company will record a valuation allowance against the total U.S. and state deferred tax assets given the net operating losses as the recoverability of the tax assets is uncertain, the tax provision is zero.
The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the number of the Post-Combination Company’s shares outstanding, assuming the Business Combination occurred on January 1, 2024.
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The unaudited pro forma condensed combined financial information has been prepared based on actual redemption for cash of Iron Horse Public Shares as of June 30, 20205 and December 31, 2024:
| (in thousands, except share and per share data) | As of June 30, 2025 Actual Redemptions |
|||
| Net income | $ | 2,549 | ||
| Stockholders’ equity | 9,097 | |||
| Weighted average shares outstanding of common stock(1) | 52,235,000 | |||
| Net income per common share, basic | $ | 0.05 | ||
| Weighted average shares outstanding of common stock) | 61,592,000 | |||
| Net income per common share, diluted | $ | 0.04 | ||
| Book value per share | $ | 0.17 | ||
| (in thousands, except share and per share data) | As of December 31, 2025 Actual Redemptions |
|||
| Net income | $ | (4,739 | ) | |
| Weighted average shares outstanding of common stock(1) | 51,235,000 | |||
| Net income per common share, basic and diluted | $ | (0.09 | ) | |
| (1) | For the purposes of calculating diluted earnings per share, all 6,900,000 Public Warrants and 2,457,000 Private Warrants should have been assumed to have been exercised. However, since this results in anti-dilution, the effect of such exercise was not included in calculation of diluted income per share. |
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Exhibit 99.3
Iron Horse Acquisitions Corp. Announces Successful Closing of Business Combination With Parent of Zhong Guo Liang Tou Group Limited (D/B/A China Food Investment)
09/30/2025
TOLUCA LAKE, Calif. & HONG KONG--(BUSINESS WIRE) -- Iron Horse Acquisitions Corp. (“Iron Horse”) (NASDAQ: “IROH”), a Delaware corporation formed as a special purpose acquisition company, today announced the completion of their previously announced business combination (the “Business Combination”) with Rosey Sea Holdings Limited, a British Virgin Islands company (“Rosey Sea”), and the parent company of Zhong Guo Liang Tou Group Limited, d/b/a China Food Investment, a British Virgin Islands company (collectively, “CFI”). The combined company will operate under the name CN Healthy Food Tech Group Corp. and begin trading on Nasdaq under the ticker symbol “UCFI” and “UCFIW” on October 1, 2025. The Business Combination was approved at a special meeting of Iron Horse shareholders on June 20, 2025.
The Business Combination marks a major milestone for CFI. “We are pleased to announce the successful completion of our merger, marking a significant step forward in bringing value for our shareholders,” said representatives of CFI. “We’re so thrilled for the future and showcasing our strengths to the world.”
Iron Horse was similarly ecstatic as it now looks to launch more SPACs. “Today is an incredible blessing. This deal is a testament to God who stood by us every step of the way. The amount of work and sleepless nights that go into arriving at a moment like this can feel daunting and insurmountable, but the Lord shepherded us through each and every moment. I want to thank the entire Iron Horse family who stood by us and worked together endlessly to bring this transaction to market and enhance value for all our shareholders. To God be the glory,” said Jose A. Bengochea, CEO of Iron Horse.
About Iron Horse Acquisitions Corp.
Iron Horse Acquisitions Corp. (NASDAQ: “IROH”) is a diverse-led blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
About Zhong Guo Liang Tou Group Limited
Zhong Guo Liang Tou Group Limited (“CFI”) is an enterprise that integrates research and development, production, and sales of food biotech and healthy products. The products advocate the consumption concept of green and healthy and aims to become the leading online-offline health foods sales group in Asia and internationally.
Cautionary Statement Regarding Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are based on beliefs and assumptions and on information currently available to CFI, including statements regarding CFI’s business plans and growth strategies, market opportunities, customer pipeline and financial prospects. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the expected benefits of the Business Combination are not obtained; (iii) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (iv) the risk that the Business Combination disrupts current plans and operations of CFI as a result of the consummation of the Business Combination; (v) failure to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (vi) costs related to the Business Combination; (vii) changes in applicable law or regulations; (viii) the outcome of any legal proceedings that may be instituted against CFI; (ix) the effects of competition on CFI’s future business; (x) the ability of the combined company to issue equity or equity-linked securities or obtain debt financing; (xi) the enforceability of CFI’s intellectual property rights, including its copyrights, patents, trademarks and trade secrets, and the potential infringement on the intellectual property rights of others; and (xii) those factors discussed under the heading “Risk Factors” in the definitive proxy statement/prospectus filed by CFI and other documents filed, or to be filed, by CFI. with the SEC. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. CFI does not undertake any duty to update these forward-looking statements.
William J. Caragol
bill@ironhorseacquisition.com