UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~_____________ to~~_______________ ~~______________~~to ____________

~~Iron~~Commission ~~Horse~~file ~~Acquisitions~~number ~~Corp.~~001-40272

CN Healthy Food Tech Group Corp.

(Exact name of registrant as specified in its charter)

Delaware	~~001~~85-~~41898~~4105289	~~87-4105289~~
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1901-1930, T3 Office Building, Hengqin Huafa Commercial City, No.128 Rong’ao Road, Hengqin Guangdong-Macao In-depth Cooperation Zone, Zhuhai City, Guangdong Province, China	519000
(Address of principal executive offices)	(Zip Code)

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

Registrant’s telephone number, including area code: (86) 0756-8300080

Registrant’s telephone number, including area code: (310) 290-5383

Securities registered pursuant to Section 12(b) of the Act:

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	UCFI	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share	UCFIW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the ~~Exchange~~ Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the ~~Registrant~~registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” ~~and~~ and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~Exchange~~ Act). Yes ☒ ☐ No ☐☒

AtOur ~~June~~Common ~~30,~~Stock ~~2024,~~and ~~the~~Public ~~aggregate~~Warrants ~~market~~are ~~value~~listed ofon the Nasdaq Stock Market LLC (the ~~voting~~“Nasdaq”) under the symbols “UCFI” and ~~non-voting~~“UCFIW,” ~~common~~respectively. ~~stock~~On ~~held~~October by1, ~~non-affiliates~~2025, the day on which the Trading Halt occurred, the intraday trading price of our Common Stock was $5.51 and the ~~Registrant~~intraday trading price of our Warrants was $ ~~69,414,000~~0.09.

As of ~~February~~March 2131, ~~2025~~2026, ~~the~~a ~~Registrant~~total ~~had~~of 852,~~867~~234,~~000 shares~~983 shares of common stock, ~~outstanding~~par ~~(inclusive~~value of$0.0001 ~~shares~~per ~~included~~share inwere ~~our units)~~outstanding.

~~DOCUMENTS~~TABLE ~~INCORPORATED~~OF ~~BY REFERENCE~~CONTENTS

None.

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	20
Item 1C.	Cybersecurity	20
Item 2.	Properties	21
Item 3.	Legal Proceedings	21
Item 4.	Mine Safety Disclosures	21
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	22
Item 6.	[Reserved]	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 8.	Financial Statements and Supplementary Data	36
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	36
Item 9A.	Controls and Procedures	36
Item 9B.	Other Information	37
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	37
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	38
Item 11.	Executive Compensation	43
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	44
Item 13.	Certain Relationships and Related Transactions, and Director Independence	45
Item 14.	Principal Accountant Fees and Services	47
PART IV
Item 15.	Exhibits and Financial Statement Schedules	48
	Signatures	51

~~Iron~~References in this Annual Report on Form 10-K ~~Horse~~(this ~~Acquisitions~~“Form 10-K” or “Annual Report”) to “we,” “us,” “our,” “CN Healthy Food,” “UCFI,” the “Company” and similar terms all refer to CN Healthy Food Tech Group Corp. and its subsidiaries, unless otherwise stated or the context otherwise requires.

A glossary of terms (the “Glossary”) that should be used as a reference when reading this Annual Report oncan ~~Form~~be ~~10-K~~found ~~for~~immediately ~~the~~prior ~~Year~~to ~~Ended December~~Item ~~31, 2024~~1A.

part I
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	11
ITEM 1B.	UNRESOLVED STAFF COMMENTS	11
ITEM 1C.	CYBERSECURITY	11
ITEM 2.	PROPERTIES	11
ITEM 3.	LEGAL PROCEEDINGS	11
ITEM 4.	MINE SAFETY DISCLOSURES	11
part II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	12
ITEM 6.	[RESERVED]	13
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	15
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	15
ITEM 9A.	CONTROLS AND PROCEDURES	16
ITEM 9B.	OTHER INFORMATION	16
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	16
part III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	17
ITEM 11.	EXECUTIVE COMPENSATION	23
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	24
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	26
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	28
part IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	29

Capitalized terms that are used in this Annual Report are either defined when they are first used or in the Glossary.

~~CERTAIN~~FORWARD-LOOKING ~~TERMS~~STATEMENTS AND RISK FACTOR SUMMARY

~~When~~This ~~used~~Form ~~throughout~~10-K ~~this~~contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this Annual Report on Form 10-K, ~~references~~including statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. Words such as “estimates,” “projected,” “expects,” “estimated,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include:

●The ~~“we,”~~forward-looking “statements contained in this Form 10-K are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks,” “uncertainties (some of which are beyond our,” control) 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 under the ~~Company~~heading “Risk Factors” ~~are~~in this Form 10-K. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to ~~Iron~~update ~~Horse~~or ~~Acquisitions~~revise ~~Corp~~any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

● the ~~“Board”~~Company’s ~~are~~ability to ~~our~~meet ~~Board~~expectations ofrelated ~~Directors.~~to its products, technologies and services and its ability to attract and retain revenue-generating customers and execute on its growth plans;

● the ~~“SEC”~~failure ~~are~~ to realize the ~~U.S.~~anticipated ~~Securities~~benefits ~~and~~of ~~Exchange~~the ~~Commission.~~Business Combination;

● ~~“NASDAQ”~~the ~~are~~Company’s ability following the Business Combination, to maintain the ~~Nasdaq~~listing ~~Global~~of ~~Market.~~its securities on Nasdaq;

● ~~the~~costs ~~“Securities~~related ~~Act” are~~ to the ~~Securities~~Business ~~Act of 1933, as amended.~~Combination;

● the ~~“Exchange~~risk ~~Act”~~of ~~are~~actual toor ~~the~~alleged ~~Securities~~failure ~~Exchange~~to ~~Act~~comply ofwith ~~1934,~~data asprivacy ~~amended.~~laws and regulations;

● ~~our “Prospectus” are to~~ the ~~final~~outcome ~~prospectus,~~of ~~filed~~any ~~with~~legal ~~the~~proceedings ~~SEC~~that ~~pursuant~~may tobe ~~Rule~~instituted ~~424(b)(4)~~against ~~under~~ the ~~Securities~~Company ~~Act~~related onto ~~December~~the ~~29,~~Business ~~2023 (covering Registration Statement No’s. 333-275076 and 333-276282).~~Combination;

● ~~our “IPO” or “initial public offering” are to~~ the ~~initial~~attraction ~~public~~and ~~offering~~retention of ~~our~~qualified ~~securities~~directors, ~~pursuant~~officers, toemployees ~~our~~and ~~Prospectus,~~key ~~which~~personnel ~~offering~~of ~~was~~the ~~consummated~~Company onfollowing ~~December~~the ~~29,~~Business ~~2023.~~Combination;

● ~~our “units” are to~~ the ~~units~~impact ~~sold~~from infuture ~~our IPO~~regulatory, ~~each having a price of $10.00 and consisting of one share of common stock~~judicial, ~~par value $0.0001 per share, one warrant,~~ and ~~one~~legislative ~~right~~changes ~~entitling~~in the ~~holder~~Company’s ~~to receive one-fifth (1/5) of one share of common stock upon consummation of our initial business combination, subject to adjustment as described in our Prospectus.~~industry;

● ~~our~~those ~~“public~~factors ~~shares”~~set ~~are~~forth toin ~~shares~~documents offiled, ~~our~~or ~~common~~to ~~stock~~be ~~sold~~filed, aswith ~~part~~SEC ofby the ~~units in the IPO~~Company.

● our “warrants” are to the redeemable warrants sold as part of the units in the IPO.

● our “rights” are to the rights, each entitling the holder to receive one-fifth (1/5) of one share of common stock upon consummation of our initial business combination, sold as part of the units in the IPO.

● “public stockholders” are to the holders of our public shares, including our officers and directors to the extent they own public shares, provided that their status as “public stockholders” shall only exist with respect to such public shares.

● our “sponsor” are to Bengochea SPAC Sponsors I LLC.

● “EF Hutton” are to EF Hutton LLC, the representative of the underwriters in our IPO.

● our “management” or our “management team” refer to our officers and directors.

● our “initial stockholders” are to our sole stockholder prior to our IPO (excluding EF Hutton), Bengochea SPAC Sponsors I LLC.

● our “Founder Shares” are to the shares of common stock issued to our initial stockholders prior to our IPO.

● an “initial business combination” or a “business combination” are to the merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities that we are seeking to source, negotiate and consummate in accordance with our organizational documents.

● “equity-linked securities” are to any debt or equity securities issued in a transaction, including but not limited to a private placement of equity or debt, that are convertible, exercisable or exchangeable for shares of common stock.

~~SPECIAL~~PART ~~NOTE REGARDING FORWARD LOOKING STATEMENTS~~I

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements in this Annual Report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. 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. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:

● our ability to complete our initial business combination;

● our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

● our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

● our potential ability to obtain additional financing to complete a business combination;

● our pool of prospective target businesses;

● the ability of our officers and directors to generate a number of potential investment opportunities;

● potential changes in control if we acquire one or more target businesses for stock;

● our public securities’ potential liquidity and trading;

● the lack of a market for our securities;

● the impact on our business prospects of recently announced or proposed changes to rules or regulations impacting special purpose acquisition companies;

● the impact on our business prospects of ongoing market turbulence, rising interest rates, or geopolitical concerns and government instability;

● our expectations regarding the time during which we will be an “emerging growth company” under the JOBS Act or a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K;

● our use of proceeds not held in the trust account; or

● our financial performance following our IPO or following our initial business combination.

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) 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 under the heading “Risk Factors” in our Prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

iii

part I

ITEM 1. BUSINESS

~~General~~BUSINESS

WeOur ~~are~~Holding aCompany ~~blank check company~~Structure ~~incorporated~~and asChina aBusiness Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.Operations

OnThe ~~December~~figure ~~29,~~below ~~2023, we consummated~~illustrates our ~~IPO~~corporate ~~of 6~~structure,~~900,000~~ ~~Units,~~including ~~which~~our ~~amount~~major ~~includes~~subsidiaries ~~partial exercise of the underwriters’ over-allotment option for 800,000 Units~~ and ~~100,000~~other ~~Units~~subsidiaries ~~registered pursuant to a registration statement on Form S-1MEF (File No. 333-276282) pursuant to Rule 462(b) under the Securities Act of 1933,~~ as amended, filed on December 27, 2023, in addition to the Units registered pursuant to the Company’s registration statement on Form S-1 (File No. 333-275076) with respect to the IPO. Each Unit consisting of ~~one share of Common Stock, one warrant to purchase one share of Common Stock at a price of $11.50, and one right entitling~~ the ~~holder~~reporting todate ~~receive one-fifth (1/5)~~ of ~~one~~this ~~share~~annual ~~of Common Stock upon consummation of our initial business combination~~report. The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $$69,000,000. Simultaneously with the closing of the IPO, we consummated the private placement (the “Private Placement”) with Bengochea SPAC Sponsors I LLC, our sponsor, of 2,457,000 warrants, generating total proceeds of $2,457,000.

~~The~~CN ~~Private~~Healthy ~~Warrants~~Tech ~~are~~Group ~~identical~~Corp.is toa ~~the~~holding ~~Warrants~~company ~~(as~~without ~~defined~~substantive ~~below)~~operations, ~~sold~~with in the ~~IPO~~Group’s ~~except~~core ~~that~~business ~~the~~being ~~Private~~managed ~~Warrants~~by ~~are~~its ~~non~~domestic wholly-~~redeemable~~owned ~~and may be exercised on a cashless~~subsidiaries ~~basis~~(together, inthe ~~each~~“Group”). ~~case~~These soentities ~~long~~focus ason ~~they~~developing, ~~continue to be held by the Sponsor~~manufacturing, orand ~~its~~marketing ~~permitted~~premium ~~transferees.~~health ~~Additionally,~~foods ~~our~~driven ~~Sponsor~~by ~~agreed~~AI-powered ~~not~~biotechnology toand ~~transfer,~~biotech ~~assign,~~innovation. orBy ~~sell~~integrating ~~any~~modern ofbiotechnology ~~the~~with ~~Private~~traditional ~~Warrants~~Chinese ormedicine ~~underlying securities (except in limited circumstances~~principles, asthe ~~described~~Group inaddresses the ~~Private~~market’s ~~Placement~~growing ~~Warrants Subscription Statement) until the date we complete our initial business combination. The Sponsor was granted certain~~ demand ~~and~~for ~~piggyback~~safe, ~~registration~~high-quality ~~rights~~nutritional ~~in connection with the purchase of the Private Warrants~~products.

AThe ~~total~~group’s ofwholly-owned ~~$69,000,000 of~~subsidiaries ~~the~~within ~~net~~China ~~proceeds~~are from the sale of Units in the IPO and the net proceeds from the Privat e Placement was placed in a trust account established for the benefit of our public shareholders in a trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee. None of the funds held in trust will be released from the trust account, other than interest income to pay any tax obligations, until the earlier of (i) the consummation of the initial business combination, (ii) our failure to consummate a business combination by March 29, 2025 (or, if extended, June 29, 2024, if applicable), (iii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (a) to modify the substance or timing of the ability of holders of our public shares to seek redemption in connection with our initial business combination or our obligation to redeem 100% of the public shares if we do not complete an initial business combination by March 29, 2025 (or, if extended, June 29, 2024), if applicable, or (b) with respect to any other provision relating to stockholders’ rights or pre-business combination activity.follows:

~~Recent~~● ~~Developments~~Heilongjiang Zhongnengliangke Agricultural Technology Co., Ltd. (a wholly-owned subsidiary of Grain Science Innovation Biotechnology (BVI) Limited (“CFI HK”)), a limited liability company established under the laws of the People’s Republic of China, hereinafter referred to as “Operating Company 1”)

~~Entry~~● ~~into~~Harbin Kangliang Kechuang Co., Ltd. (a wholly-owned subsidiary of Operating Company 1, a limited liability company established in accordance with the ~~Share~~laws ~~Exchange~~of ~~Agreement~~the People’s Republic of China, hereinafter referred to as “Operating Company 2”)

On● ~~September~~Heilongjiang ~~27,~~Beikang ~~2024,~~Biotechnology we entered into a Share Exchange Agreement, which was subsequently amended and restated effective December 18, 2024, by and among Iron Horse, Rosy Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Seller”) and Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (“CFI”) and a wholly owned subsidiary of SellerCo. ~~Pursuant to the terms of the Business Combination Agreement~~, ~~Iron Horse will purchase from Seller the ordinary shares of CFI, in exchange for shares of Common Stock of Iron Horse, as a result of which CFI will become a wholly owned subsidiary of Iron Horse~~Ltd. In ~~connection with the acquisition, Iron Horse will change its name to “CN Healthy Food Tech Group Corp.” The board of directors of Iron Horse has unanimously~~ (i) approved and declared advisable the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement and Additional Agreements, and (ii) resolved to recommend approval of the Business Combination Agreement and related matters by the stockholders of Iron Horse once the Registration Statement has been declared effective. The Share Exchange Agreement provides, among other things, that we will purchase from Seller the ordinary shares of CFI in exchange for shares of the Company’s Common Stock, as a ~~result of which the CFI will become a~~ wholly -owned subsidiary of ~~Iron~~Operating ~~horse. Assuming that public holders of Common Stock eligible to have the~~ Company ~~redeem~~1, ~~all or~~ a ~~portion~~limited ofliability ~~their~~company ~~shares~~established ~~of Common Stock~~ in ~~connection~~accordance with the ~~proposals~~laws toof ~~be presented to~~ the ~~Company~~People’s ~~stockholders~~Republic ~~at a meeting~~ of such stockholders (the “Stockholder Meeting”) approve (the “Stockholders’ Approval”) the Business Combination Agreement and the transactions contemplated thereby and by the related agreements (the “Transactions”) and certain related proposals (collectivelyChina, ~~the~~hereinafter ~~“Transaction~~referred ~~Proposals”) for a pro rata share of the funds on deposit in the Trust Account, the Company will issue~~ to ~~Seller~~as ~~47,888,000 shares of Common Stock (the~~ “~~Consideration”)~~Operating ~~pursuant~~Company to the Business Combination Agreement. The number of shares of Common Stock constituting the Consideration will be reduced on a one-for-one basis by the number of shares of Common Stock that remain in the Trust Account immediately prior to the closing of the Transactions (the “Closing3”)~~, such that if no eligible shares are redeemed, the number of shares of Common Stock constituting the Consideration will be 40,988,000.~~

~~Acquisition~~● ~~Strategy~~Harbin Nongke Internet Technology Co., Ltd. (a wholly-owned subsidiary of Operating Company 1, a limited liability company established in accordance with the laws of the People’s Republic of China, abbreviated as “Operating Company 4”), and

~~Our~~● ~~team~~Zhuhai ~~leveraged~~Liangke ~~its~~Biotechnology ~~skills and~~Co., ~~expertise~~Ltd. ~~to identify attractive target companies and provide guidance on the benefits of being~~ (a ~~publicly~~wholly-~~traded~~owned ~~entity,~~subsidiary ~~including broader~~of ~~access~~Operating toCompany ~~capital~~1, ~~increased~~a ~~liquidity~~limited ~~for~~liability ~~potential~~company ~~acquisitions,~~established ~~expanded branding opportunities~~ in ~~the~~accordance ~~marketplace,~~with ~~and~~China ~~reputational and consumer confidence gains~~law, ~~and~~abbreviated onas ~~the~~“Operating ~~process~~Company ~~of transitioning from a private company to a public registrant~~5”). Consistent with this strategy, we identified various parameters and criteria that we think are important and relevant in evaluating prospective target businesses. We applied these parameters in evaluating prospects.

~~Although~~On weSeptember ~~disclosed~~30, in2025 (the ~~IPO~~“Closing ~~prospectus~~Date”), ~~that~~Iron weHorse ~~intended~~Acquisition toCorp. ~~initially~~(“Iron ~~focus~~Horse)” onconsummated ~~target companies within~~ the ~~media~~merger &transactions ~~entertainment industry with a primary focus~~contemplated onby the ~~United~~business ~~States,~~combination ~~and~~agreement in(the ~~particular~~“Initial onBCA”) ~~identifying~~executed ~~attractive~~during ~~targets~~September ~~among~~2024 ~~content~~with ~~studios~~Zhong ~~and~~Guo ~~film~~Liang ~~production,~~Tou ~~family~~Group ~~entertainment~~Limited, ~~animation,~~a ~~music,~~company ~~gaming,~~incorporated ~~e-sports, talent management,~~ and ~~talent-facing~~existing ~~brands~~under ~~and~~the ~~businesses,~~laws weof ~~considered~~the ~~prospective~~British ~~target~~Virgin ~~businesses that~~Islands ~~were~~(“Legacy ~~not limited to that industry or to a specific geographic region although. During this search process~~CFI”), ~~we evaluated approximately 59 business combination opportunities in North America as well as in Asia~~ and inRosy ~~Europe~~Sea, ~~across~~the aowner ~~broad range~~ of ~~sectors including media,~~ ~~entertainment,~~100% ~~live~~of ~~events,~~the ~~sports,~~issued ~~health & fitness, AI, gaming, music, online gambling, fashion, consumer products,~~ and ~~more~~outstanding ~~before deciding~~capital tostock ~~move~~of ~~ahead~~Legacy ~~with~~ CFI.

●On ~~Growth~~September ~~Prospects:~~30, We2025 ~~intended~~(the “Closing toDate”), ~~seek~~Iron ~~companies~~Horse ~~with~~Acquisition ~~high~~Corp. ~~growth~~(“Iron ~~trajectories~~Horse)” ~~that~~consummated ~~are~~the ~~driven~~merger transactions contemplated by ~~competitive~~the ~~advantages~~business ~~that~~combination ~~can~~agreement be(the ~~accelerated~~“Initial orBCA”) ~~magnified~~executed ~~through~~during aSeptember ~~partnership~~2024 with usZhong Guo Liang Tou Group Limited, a company incorporated and ~~access~~existing tounder the ~~public~~laws ~~markets~~of the British Virgin Islands (“Legacy CFI”), and Rosy Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Rosy Sea” or the “Seller”) and the owner of 100% of the issued and outstanding capital stock of Legacy CFI.

●On ~~Earnings~~October ~~Potential:~~1, We2025, ~~intended~~the tonewly merged ~~acquire~~company ~~one~~was orrenamed ~~more~~CN ~~businesses~~Healthy ~~that~~Food ~~have~~Tech ~~multiple~~Group Corp. and ~~diverse~~began ~~potential~~trading ~~drivers~~on ofthe ~~revenue~~Nasdaq ~~and~~market ~~earnings~~on ~~growth~~October 1, 2025, under the stock codes “UCFI” and “UCFIW”. Following its listing on Nasdaq on October 1, 2025, the Company was notified by Nasdaq that it ~~have~~had received a notification from personnel at the ~~potential~~China toSecurities ~~generate~~Regulatory ~~strong~~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 of the Company’s common stock and ~~stable~~warrants ~~free~~while ~~cash~~it ~~flow~~seeks clarification of these matters from the Company. The Company has provided Nasdaq with additional documentation and is awaiting further information at this time.

●The ~~M&E~~main ~~Focus:~~administrative Weoffice of ~~intended~~CFI toGroup ~~prioritize~~is ~~entities~~located ~~within~~at ~~our~~Rooms ~~team’s~~1901-1930, ~~core~~T3 ~~spheres~~Office ofBuilding, ~~expertise~~Hengqin ~~and~~Huafa ~~from~~Commercial ~~among~~City, ~~our~~No.128 ~~team’s~~Rong ~~proprietary~~‘ao ~~connections~~Road, ~~such~~Hengqin asGuangdong-Macao In-depth ~~celebrity~~Cooperation ~~content producers and brands~~Zone, ~~family~~Zhuhai ~~entertainment~~City, ~~animation,~~Guangdong ~~gaming~~Province, ~~and~~People’s ~~music~~Republic ~~businesses~~of ~~which we believe have benefited from the evolving M&E ecosystem~~China. ~~This~~Contact ~~included~~number: ~~businesses~~(+86) ~~in entertainment for which AI~~0756-~~based technologies can enhance cash flows by improving efficiency or output or reduce costs~~8300080.

●Our ~~Diversity:~~business Weoperations ~~intended~~in China face various risks and uncertainties. Our business operations are primarily conducted in China and are subject to ~~seek~~complex ~~targets~~and ~~that~~evolving Chinese ~~can~~laws ~~benefit~~and ~~from~~regulations. For example, we face risks related to regulatory approvals for overseas issuances, antitrust regulatory actions, as well as cybersecurity and data privacy regulations, which may affect our ~~team’s~~ability ~~diversity~~to conduct specific businesses, accept foreign investments, or list and ~~relationships~~issue securities on exchanges in the ~~M&E~~United ~~sector~~States or other foreign jurisdictions. ~~This~~These ~~included~~risks ~~prospective~~may ~~targets~~lead ~~who~~to ~~can~~significant adverse ~~enhance~~changes ~~their~~in ~~existing~~our ~~business~~operations and ~~generate~~common stock value, byseverely ~~working~~limit ~~with~~or ~~individual~~completely ~~members~~hinder of our ~~team~~ability orto ~~becoming~~continue ~~part~~issuing ofsecurities to ~~our~~investors, ~~team’s~~or ~~network;~~cause ~~targets~~such ~~who~~securities ~~are~~to ~~minority~~experience ~~owned-~~substantial declines in value or~~-operated;~~ ~~and~~even ~~targets~~become ~~who~~worthless. ~~wish~~For toa ~~increase~~detailed ordescription of ~~highlight~~risks ~~their~~associated ~~executive~~with ~~diversity~~conducting business in China, please refer to “Item 1A: Risk Factors.”

● Public Advantages: We intended to seek target companies that are public market ready and whose leadership teams have the vision to take advantage of and appreciate the benefits of becoming a publicly-traded entity.Overview

●The ~~Evolving~~Group ~~Circumstance:~~is Wea ~~intended~~leading toenterprise integrating ~~seek~~R&D, ~~companies~~production, ~~which~~and ~~are~~sales ~~capitalizing~~of onhigh-end ~~M&E~~technological ~~industry~~bio-health ~~shifts~~foods. ~~and~~It ~~trends~~specializes ~~created~~in bygreen ~~various~~ecological ~~factors~~products ~~such~~derived from asbio-extraction of whole grains and cereals, with the ~~migration~~corporate ~~from~~vision ~~cable~~of ~~television~~“AI toTechnology, ~~streaming~~Bio-Innovation ~~services~~for ~~and~~a ~~the~~Healthy ~~proliferation~~World.” Our ofproducts ~~generative~~advocate AIfor green, healthy, international, and mass-~~based~~market ~~technologies~~consumption concepts, earning widespread market popularity.

●Through ~~Valuations:~~strategic Wedeployment of ~~considered~~official ~~ourselves~~online toe-commerce beplatforms ~~rigorous~~and social media channels, ~~disciplined~~the ~~and~~Group ~~valuation-centric~~implements ~~investors,~~targeted ~~with~~traffic adiversion ~~keen~~for ~~understanding~~distributors’ ofoffline physical ~~market~~stores, ~~value~~achieving ~~and~~synergistic ~~successful~~sales ~~track~~across ~~record.~~both Weonline ~~intended~~and tooffline ~~seek~~channels. ~~companies~~Concurrently, ~~with~~the aGroup ~~respectable~~regularly ~~market~~organizes ~~share~~large-scale offline ~~and~~promotional ~~growth~~conferences ~~potential~~to incontinuously ~~the~~drive ~~segments~~steady growth in ~~which~~product ~~they operate~~sales.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines, as well as other considerations, factors and criteria deemed relevant by our management in effecting our initial business combination consistent with our business objectives.

As noted above, since CFI is not in the media and entertainment space, not all of the initial criteria and guidelines above were applicable. However, in evaluating CFI, we conducted a due diligence review which encompassed, among other things, meetings with incumbent management and employees, document reviews, interviews of distributors and suppliers, inspections of facilities, as well as reviewing financial and other information that was will be made available to us.

~~Selection~~The ofgroup ahas ~~Target~~established ~~Business~~business bases in Daqing City and ~~Structuring~~Harbin ofMulan in Heilongjiang Province, as well as Zhuhai City in Guangdong Province, forming a ~~Business~~“north-south” ~~Combination~~layout structure. It has achieved effective market coverage across China and is progressively expanding into overseas markets.

~~Subject~~Building toon ~~our~~its ~~management~~successful ~~team’s~~progress ~~fiduciary~~in ~~obligations and~~ the ~~limitations~~capital ~~that a target business have a fair~~ market, ~~value of at least 80% of~~ the ~~balance in~~group ~~the~~is ~~trust~~committed ~~account~~to ~~(net~~achieving ofits ~~deferred~~strategic ~~underwriting~~goal ~~commissions and taxes payable) at the time~~ of ~~the~~becoming ~~execution of~~ a ~~definitive~~global ~~agreement for~~leader ~~our~~in ~~initial~~high-end ~~business~~health food ~~combination~~innovation, ~~and~~leveraging ~~that~~comprehensive weadvantages ~~must~~across ~~acquire a controlling interest in~~ the ~~target~~entire ~~business,~~AI ~~our~~technology ~~management will have virtually unrestricted flexibility in identifying~~ and ~~selecting~~biotech ainnovation ~~prospective~~value ~~target~~chain, ~~business. We have not established any specific attributes~~encompassing or criteria (financial or otherwise) for prospective target businesses other than the parameters described in the section titled “Acquisition Strategy” in this Annual Report. In evaluating a prospective target businessresearch, ~~our management may consider a variety of factors in addition to those parameters~~production, ~~including:~~and sales.

●Our ~~financial condition and results of operation;~~Products

●The ~~growth~~group ~~potential;~~specializes in premium health foods derived from natural grains, providing safe and reliable nutritional support for health-conscious consumers. Below are several flagship products with high sales performance:

●Cordyceps ~~brand~~Peptide ~~recognition~~Selenium Powder: This product is formulated with high-quality Cordyceps as raw material and ~~potential;~~refined through bio-enzymatic hydrolysis technology, featuring a scientifically balanced ratio of peptides and selenium elements. The product combines high absorption characteristics with nutritional supplementation advantages, making it suitable for consumer groups that prioritize the efficiency of nutritional supplementation.

●Baofei ~~experience~~Granule ~~and~~Extract ~~skill~~Plant Beverage: ofThis ~~management~~product is formulated with eight traditional Chinese medicinal ingredients—Angelica dahurica, Citrus aurantium, Alpinia oxyphylla, Buddha’s Hand, Ganoderma lucidum, Astragalus membranaceus, Lonicera japonica, and ~~availability~~Agastache ofrugosa—extracted through ~~additional~~micro-nano ~~personnel;~~technology for Chinese herbal medicine. It serves as a primary product beneficial for pulmonary health management.

●Yanxu ~~capital~~Peptide ~~requirements;~~Selenium Premium Powder: This product is a small-molecule active peptide complex refined from bird’s nest through bio-enzymatic hydrolysis technology, rich in key nutrients of bird’s nest such as sialic acid and supplemented with selenium. The product combines the advantages of small molecule size for easy absorption and high bioavailability, facilitating efficient nutritional supplementation, gentle gastrointestinal care, while providing nutritional support for skin health, daily sleep, and energy levels.

●Ganoderma ~~competitive~~and ~~position;~~Matsutake Peptide Selenium Powder: This product is a small-molecule active peptide complex refined through bio-enzymatic technology, with Ganoderma lucidum and Matsutake as core ingredients with medicinal and edible properties, supplemented with selenium. It combines the nutritional advantages of raw materials, the high absorption characteristics of small molecules, and the synergistic effects of selenium, thereby enhancing nutrient utilization efficiency and supporting metabolic balance in the body. It is suitable for daily nutritional supplementation scenarios.

●Panax ~~barriers~~Ginseng Peptide Selenium Concentrate Powder: This product is a small-molecule active peptide complex refined from ginseng powder and American ginseng powder through directed bio-enzymatic hydrolysis technology. It is enriched with active ingredients such as ginsenosides and polysaccharides, with scientifically formulated selenium content. Utilizing bio-enzymatic hydrolysis technology, the small-molecule structure enhances bioavailability and reduces gastrointestinal metabolic burden. Ginsenosides, as the core active component, have been scientifically proven to ~~entry;~~alleviate physical fatigue and assist in improving symptoms of physical weakness and fatigue. This product is suitable for consumer groups with high blood pressure, susceptibility to fatigue, and those requiring daily nutritional supplementation.

●Collagen ~~stage~~Peptide ofPrebiotic Beverage: ~~development~~This ofproduct is a plant-based oral beverage formulated with ingredients such as black truffle and ginseng, supplemented with collagen peptides and prebiotic components. It is positioned in the ~~products~~field of intestinal health maintenance and nutritional supplementation, suitable ~~processes~~for orconsumer ~~services;~~groups who prioritize daily nutritional management.

●Plant ~~existing~~Essential ~~distribution~~Oils: This product is a sprayable skin essential oil that integrates ancient Traditional Chinese Medicine formulas with modern technology. It is formulated using over 28 natural herbal ingredients including ginseng, salvia miltiorrhiza, and ~~potential~~gastrodia ~~for~~elata, ~~expansion;~~refined through advanced extraction processes. All ingredients in the formulation are selected from the “List of Approved Cosmetic Ingredients” and contain no hormonal substances. The product is positioned in the field of skin soothing care.

● degree of current or potential market acceptance of the products, processes or services;

● proprietary aspects of our tangible and intangible assets and the extent of intellectual property or other protections for our products, formulas, brands or media;

● impact of regulation on the business;

● regulatory environment of the industry;

● costs associated with effecting the business combination;

● industry leadership, sustainability of market share and attractiveness of industries in which a target business participates; and

● macro competitive dynamics in the industry within which the company competes.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management team in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available to us. This due diligence review will be conducted either by our directors, officers, and/or strategic advisors, our professional advisors (such as lawyers, accountants, and financial advisors), and by unaffiliated third parties we may engage or that our sponsor may engage on our behalf pursuant to our administrative services agreement with our sponsor.

The time and costs required to select and evaluate a target business and to structure and complete our initial business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.

Fair Market Value of Target Business

NASDAQ listing rules require that the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (net of deferred underwriting commissions and taxes payable) at the time of the execution of a definitive agreement for our initial business combination. Notwithstanding the foregoing, if we are not then listed on NASDAQ for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test.

WeShangshan ~~currently~~Literacy ~~anticipate structuring~~Congee: aThis ~~business~~product ~~combination~~was tojointly ~~acquire~~developed ~~100%~~by of the ~~equity~~National ~~interests~~Mixed orCereals ~~assets~~Research ofCenter ~~the~~and ~~target~~is ~~business~~a ~~or businesses. We may~~natural, ~~however~~non-GMO, structure our initial business combination where we merge directly with the target business or a newly formed subsidiary or where we acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we do not intend to complete such business combination unless the postadditive-~~transaction~~free ~~company~~composite ~~owns or acquires~~grain ~~50%~~congee. orIt ~~more~~is offormulated ~~the~~with ~~outstanding voting securities of the target or otherwise acquires~~ a ~~controlling~~carefully ~~interest~~selected inblend ~~the target sufficient for it not to be required to register as an investment company under the Investment Company Act~~ of ~~1940,~~78 ~~as amended. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target~~ingredients, ~~our~~rich ~~stockholders prior to the business combination may collectively own a minority interest~~ in ~~the~~30 ~~post-transaction~~trace ~~company,~~elements ~~depending on valuations ascribed to the target~~ and us18 inamino ~~the business combination transaction. For example~~acids, wewithout ~~could pursue a transaction in which we issue a substantial number of new shares in exchange for all of~~ the ~~outstanding~~addition ~~capital stock~~ of aartificial ~~target. In this case~~flavorings, ~~we could acquire a 100% controlling interest in the target; however~~colorants, ~~as a result of the issuance of a substantial number of new shares~~preservatives, ~~our~~or ~~stockholders~~sucrose. ~~immediately~~The ~~prior~~aim tois ~~our initial business combination could own less than a majority of our outstanding shares subsequent~~ to ~~our~~provide ~~initial~~consumers ~~business~~with ~~combination. If less than 100% of the equity interests or assets of~~ a ~~target~~nutritionally ~~business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses~~balanced ~~that~~and isconvenient ~~owned~~dietary ~~or acquired is what will be valued for purposes of the 80% of trust account balance test~~option.

~~The~~Nattokinase ~~fair~~Special ~~market~~Dietary Food: ~~value~~This ofproduct ~~the target~~is ~~will~~a bespecial ~~determined~~dietary byfood ~~our~~primarily ~~Board~~composed of ~~Directors~~nattokinase, ~~based~~earthworm ~~upon~~protein, ~~one~~and orred ~~more~~yeast ~~standards~~rice, ~~generally~~refined ~~accepted by the financial community (such~~through asoptimized ~~actual~~formulation ~~and~~systems ~~potential sales, earnings, cash flow~~ and~~/or~~ ~~book~~manufacturing ~~value)~~processes. The ~~proxy~~product ~~solicitation~~development ~~materials~~was orinspired ~~tender offer documents used~~ by ~~us in connection with any proposed transaction will provide public stockholders with our analysis of~~ the ~~fair~~classic ~~market~~experiments ~~value~~leading ~~of the target business, as well as the basis for our determinations. If our Board is not able~~ to ~~independently determine that the target business has~~ a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions, with respect to the ~~satisfaction~~discovery of ~~such criteria~~nattokinase. We will not be required to obtain an opinion from an investment banking firm as to the fair market value if our Board of Directors independently determines that the target business complies with the 80% threshold.

~~Business~~Our ~~Combination~~Research ~~Agreement~~and Development

OnThe ~~September~~Group ~~27,~~has ~~2024,~~established ~~Iron Horse entered into~~a ~~the~~robust ~~Business~~R&D ~~Combination~~system ~~Agreement which was subsequently amended~~ and ~~restated~~engages ~~effective~~in December 18, 2014, by and among Iron Horse, Seller and CFI. and a wholly owned subsidiary of Seller. Pursuant to the terms of the Business Combination Agreement, Iron Horse will purchase from Seller the ordinary shares of CFI in-depth ~~exchange~~collaboration ~~for shares of Common Stock of Iron Horse, as a result of which CFI will become a wholly owned subsidiary of Iron Horse. In connection~~ with ~~the~~multiple ~~acquisition,~~authoritative ~~Iron~~domestic ~~Horse~~research ~~will change its name to “CN Healthy Food Tech Group Corp~~institutions.” The ~~board~~R&D ~~of directors of Iron Horse has unanimously (i) approved and declared advisable the Business Combination Agreement~~team ~~and~~comprises ~~the~~high-level ~~transactions~~professionals ~~contemplated~~from by the ~~Business Combination Agreement and Additional Agreements~~industry, ~~and~~focusing ~~(ii)~~on ~~resolved to recommend approval of~~ the ~~Business~~innovative ~~Combination~~development ~~Agreement~~ and ~~related~~quality ~~matters~~enhancement ~~by the stockholders~~ of ~~Iron~~advanced ~~Horse once the Registration Statement has been declared~~biotechnology ~~effective.~~health ~~The following is a summary of the material changes that were included in the amended and restated Business Combination Agreement: (i) including CFI as a party to the Business Combination~~products, ~~which~~continuously ~~included~~providing ~~CFI making~~ the ~~representations~~market ~~and~~with ~~warranties;~~natural ~~(ii) including compensation to the Sponsor in the amount of $2,000,000 to be paid at the Closing;~~ and ~~(iii)~~premium ~~updating~~health ~~Section~~product 11solutions.6 to include the additional Acquiror expenses that will be paid by CFI at the Closing and to include that the Acquiror Promissory Note will remain outstanding if the Closing does not occur due to a Terminating Acquiror Breach, that is not cured, or regulatory action.

~~Assuming~~Intellectual that Iron Horse’s public stockholders elect to redeem all such eligible shares of Common Stock, Iron Horse will issue to Seller 47,888,000 shares of Common Stock (the “Consideration Shares”) pursuant to the Business Combination Agreement. The number of shares of Common Stock constituting the Consideration Shares will be reduced on a one-for-one basis by the number of shares of Common Stock that remain in the trust account immediately prior to the closing of the Business Combination (the “Closing”), such that if no eligible shares are redeemed, the number of shares of Common Stock constituting the Consideration Shares will be 40,988,000.Property

~~Representations~~We believe that our patents, trademarks, service marks, domain names, trade secrets, and ~~Warranties;~~similar ~~Covenants~~intellectual property rights are crucial to our success. We rely on patent, copyright, and trademark laws, as well as confidentiality and non-disclosure agreements, to protect our intellectual property. We also regularly monitor any infringement or unauthorized use of our intellectual property rights.

~~The parties to the Business Combination Agreement~~As ~~have agreed to customary representations and warranties for transactions~~ of ~~this~~December ~~type~~31, ~~including representations and warranties with respect to CFI made by Seller. In addition~~2025, ~~the~~we ~~parties~~have ~~agreed~~registered to13 ~~be bound by certain customary covenants for transactions of this type~~patents, ~~including, among~~85 ~~others~~trademarks, ~~covenants with respect to the conduct of Iron Horse~~ and ~~CFI~~6 ~~and~~registered ~~its~~copyrights ~~subsidiaries~~in ~~during~~ the ~~period~~Chinese ~~between~~mainland, ~~the execution of the Business Combination Agreement~~ and ~~the~~there ~~Closing. Each of Seller and Iron Horse also agreed to use reasonable best efforts to obtain~~are ~~all~~still ~~material~~some ~~consents~~patents and ~~approvals~~licenses ofunder third parties that the parties are required to obtain in order to consummate the Transactions, and to take or cause such other action as may be reasonably necessary or as the other party may reasonably request to consummate the Transactions as soon as practicableapplication. ~~Additionally, the parties have agreed not to facilitate, negotiate or enter into competing transactions, as further provided in the Business Combination Agreement.~~

~~Iron~~Our ~~Horse and Seller also agreed~~Manufacturing, ~~among other~~Suppliers ~~things, that during the period between the execution of the Business Combination Agreement~~ and ~~the~~Quality Closing, to the extent permitted by applicable law, they will, and will cause their subsidiaries to, allow the other party and its representatives to continue to conduct due diligence investigations and examinations of CFI and its subsidiaries (on the part of Iron Horse) or Iron Horse (on the part of Seller), and cooperate with the other party and its representatives regarding all other due diligence matters, including document requests.Control

Since our in-house production facility commenced operations in October 2025, we have progressively achieved self-sufficiency in core product manufacturing and distribution, with the self-production ratio expected to continue increasing. Currently, certain products remain outsourced through OEM partnerships or sourced from external suppliers. We regard our collaborating manufacturers and suppliers as critical partners in product development, playing a vital role in maintaining the group’s supply chain and delivering essential products for sustainable operations and growth. The procurement department conducts rigorous supplier evaluations through on-site assessments of facility scale, technical capabilities, production capacity, and delivery timelines to ensure compliance with our quality standards.

Our Production Base

To ensure large-scale and standardized operations of core business activities, the Group has established its own production base in Taikang Industrial Park, Duerbote Mongolian Autonomous County, Daqing City, Heilongjiang Province, covering an area of 18,000 square meters. The factory features a rational functional layout designed to meet modern production requirements, comprising four key zones: 1) An 879.50-square-meter office space with ample natural lighting and organized layout, integrating R&D design, project management, quality control, and administrative functions; 2) A 785.00-square-meter hybrid workshop suitable for precision operations; 3) A 1,540.20-square-meter steel structure workshop with spacious layout and excellent load-bearing capacity, housing large-scale automated production equipment and assembly lines; 4) An 821.66-square-meter warehouse serving as raw material storage, finished product temporary storage, and logistics hub, achieving integrated closed-loop operations for production, warehousing, and logistics to significantly enhance operational efficiency. The production base officially commenced operations in October 2025, providing solid hardware infrastructure for the company’s long-term stable development.

~~Iron~~To ~~Horse~~further ~~agreed~~enhance toproduction efficiency ~~take~~and ~~all~~align ~~action~~with ~~within~~industry ~~its power~~trends, sothe ~~that~~Group ~~immediately~~will ~~following~~implement ~~the~~comprehensive ~~Closing,~~upgrades ~~Iron~~at ~~Horse’s~~existing ~~board~~production ofbases, ~~directors~~prioritizing automated ~~will~~production ~~consist~~lines, ofprecision notesting ~~fewer~~equipment, ~~than~~and ~~five~~intelligent ~~individuals, two~~warehouse ofmanagement ~~whom~~systems ~~may~~while beoptimizing ~~designated~~manufacturing byprocesses. Upon ~~Iron~~completion, ~~Horse’s~~these ~~sponsor,~~upgrades ~~and~~are aexpected ~~majority~~to ofsignificantly ~~whom~~increase ~~must~~core ~~qualify~~product asoutput ~~independent~~capacity. ~~directors~~Digital ~~under~~management ~~applicable~~solutions will ~~stock~~boost ~~exchange regulations~~productivity, ~~and~~reduce ~~that~~energy ~~shall~~consumption ~~comply~~per ~~with~~unit, ~~all~~effectively ~~diversity~~control ~~requirements~~production ~~under~~costs, ~~applicable~~and ~~law~~ensure consistent product quality. ~~Seller~~The office ~~agreed~~facilities towill ~~take~~also ~~all~~undergo ~~action within~~modernization ~~its~~with ~~power~~newly soestablished ~~that~~R&D ~~immediately~~laboratories, ~~following~~sample ~~the~~display ~~Closing~~areas, ~~the~~and ~~board~~remote ofcollaboration systems, ~~directors~~providing ofintegrated ~~CFI~~support for technological innovation, team management, and ~~each~~client ~~subsidiary~~engagement. ~~thereof~~This ~~consist~~initiative ofaims ~~directors~~to build ~~designated~~a instate-of-the-art ~~writing~~production bybase ~~Iron~~that ~~Horse~~meets ~~and~~industry ~~that~~benchmarks ~~complies~~while integrating large-scale operations with ~~applicable~~smart ~~law~~technologies.

~~Non~~Our manufacturing facilities currently specialize in producing flagship products including Yan Cui Peptide Selenium Premium Powder, Ganoderma and Matsutake Peptide Selenium Powder, and Panax Ginseng Peptide Selenium Concentrate. Since commencing operations in October 2025, these products have contributed 13% to the group’s annual revenue. This self-~~Solicitation~~sufficient ~~Restrictions~~production model for core products has significantly strengthened the group’s control over product quality, cost management, and supply chain efficiency.

Each of Iron Horse and CFI has agreed that from the date of the Agreement to the earlier of the Closing and the termination of the Agreement, neither CFI, on the one hand, nor Iron Horse, on the other hand, will (and will cause their respective Representatives not to) directly or indirectly:Suppliers

●The ~~enter~~group’s ~~into,~~relationship ~~solicit,~~with suppliers ~~initiate~~is orformally ~~continue~~established ~~any~~through ~~discussions~~structured orOEM ~~negotiations~~agreements ~~with,~~lasting orone ~~encourage~~to orthree ~~respond~~years, towhich ~~any~~incorporate ~~inquiries~~key orprovisions ~~proposals~~from the ~~by,~~Supplier orAgreement. ~~participate~~These inagreements ~~any~~clearly ~~negotiations~~define ~~with,~~responsibilities orregarding ~~provide~~product ~~any~~specifications, ~~information~~production tostandards, ordelivery obligations, ~~otherwise~~and ~~cooperate~~quality inassurance. ~~any~~Each ~~way~~supplier ~~with,~~must ~~any~~provide ~~person~~essential orcertifications ~~other~~including ~~entity~~business orlicenses, ~~“group”~~tax ~~within~~registration certificates, ~~the~~food ~~meaning~~production oflicenses, ~~Section~~and ~~13(d)~~product ofinspection ~~the~~certificates ~~Exchange~~to ~~Act,~~verify ~~concerning~~compliance ~~any~~with ~~Alternative~~regulatory ~~Transaction,~~and quality standards.

●Under ~~enter~~the ~~into~~supplier ~~any~~ agreement ~~regarding~~, suppliers ~~continue~~process ororders ~~otherwise participate~~ in ~~any~~accordance ~~discussions~~with ~~regarding,~~specifications orissued ~~furnish~~by tothe ~~any~~Group, ~~person~~including ~~any~~product ~~information~~types, ~~with~~quantities, ~~respect~~quality tostandards, and ordelivery ~~cooperate~~requirements. inThis ~~any~~approach ~~way~~ensures that ~~would~~every ~~otherwise~~order ~~reasonably~~meets bethe ~~expected~~Group’s tostringent ~~lead~~expectations. toSuppliers are responsible for product packaging, ~~any~~labeling, ~~Alternative~~and ~~Transaction~~logistics arrangements for delivering goods to designated locations, orwhere the Group conducts final inspection and acceptance.

●Product ~~commence,~~quality ~~continue~~is orensured by ~~renew~~compliance ~~any~~with ~~due~~national ~~diligence~~safety ~~investigation~~and ~~regarding~~quality ~~any~~regulations, ~~Alternative~~as ~~Transaction.~~detailed ~~Such~~in ~~exclusivity~~the ~~provisions~~Supplier ~~terminate~~Agreement. Suppliers must immediately ~~upon~~notify the Group ~~earlier~~ of ~~(i)~~any ~~the~~non-compliance ~~Closing,~~with packaging or ~~(ii)~~quality ~~the~~requirements ~~termination~~and ofassume ~~the~~full ~~Agreement~~responsibility for any defects resulting from production defects or failure to adhere to approved formulations.

~~Conditions~~In tothe ~~Closing~~event of non-compliance with regulations, the agreement specifies corrective measures, including penalties for recurring quality issues and potential contract termination. Additionally, both parties shall have rights and obligations regarding order modifications, confidentiality obligations, and dispute resolution. In the event of unresolved disputes, jurisdiction shall be vested in the court where the supplier is located.

~~Under~~Our ~~the~~Brand ~~Business~~and ~~Combination Agreement, the obligations~~Marketing ~~of Iron Horse to consummate the Transactions are subject to the satisfaction or waiver of certain closing conditions, including, without limitation:~~System

●Strong brand recognition is a key decision-making factor for consumers of biotech health products. The UCFI Group currently leads in the ~~Stockholders’~~high-end ~~Approval~~biotech ~~having~~health ~~been~~food sector ~~obtained;~~in China. The goal is to capture over 15% market share in the natural grain and processed health food markets. The group has developed a series of multi-dimensional strategies to enhance brand reputation and consumer trust. Our marketing strategy emphasizes transparent communication with consumers to strengthen brand reputation. We conduct consumer engagement activities, such as educational campaigns and community events, to highlight the health benefits and quality of our products. Additionally, we actively monitor brand reputation and promptly address any potential issues, ensuring swift correction of any misinformation. By maintaining transparency and integrity in marketing efforts, we are committed to building long-term loyalty and establishing ourselves as a trustworthy brand.

●As ~~all~~of ~~regulatory~~December ~~approvals~~31, ~~consents~~2025, ~~actions~~our offline marketing channels have over 10,000 ~~inactions~~physical specialty stores and distributor clients. For online channels, orwe ~~waivers~~also ~~necessary~~conduct orsales and ~~advisable~~promotional toactivities ~~lawfully~~through ~~complete~~e-commerce and social platforms such as Douyin, Kuaishou, and Meituan. During the ~~Transactions~~reporting ~~having~~period, we ~~been~~launched ~~obtained~~the “Kebixin” self-operated live streaming room and introduced AI digital employee anchors. In the future, ~~expired~~we orwill further ~~terminated~~establish a multi-account live streaming system combining the main brand account with vertical sub-accounts to precisely target high-end customer segments. Meanwhile, aswe ~~applicable;~~utilize a data middle platform to centrally track key metrics for product popularity, providing data support for operational strategy optimization.

● the registration statement containing the proxy statement/prospectus to be filed by Iron Horse with the Securities and Exchange Commission (the “SEC”) relating to the shares of Common Stock to be issued pursuant to the Business Combination Agreement (the “Registration Statement”) becoming effective under the Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of the Registration Statement having been issued, and no proceeding seeking such a stop order having been threatened or initiated by the SEC and not withdrawn;

● the Common Stock to be issued in connection with the Transactions having been approved for listing on The Nasdaq Stock Market LLC;

● no order or law having been issued by any governmental entity, securities exchange or similar body that is then in effect or pending and that has the effect of making the Transactions illegal or that otherwise prevents or prohibits consummation of the Transactions;

● the representations and warranties of Seller being true and correct, subject to the materiality standards contained in the Business Combination Agreement;

● material compliance by Seller with its pre-closing covenants;

● the absence of a Company Material Adverse Effect (as defined in the Business Combination Agreement);

● Seller having executed the Shareholder Support Agreement and the Lock-Up Agreement (each as defined below); and

● Iron Horse having completed and being reasonably satisfied with its due diligence review of CFI.

~~Under~~An ~~the~~AI-powered ~~Business~~Marketing ~~Combination~~System ~~Agreement, the obligations of Seller to consummate the Transactions are subject to the satisfaction or waiver of certain closing conditions, including, without limitation:~~Online

●Leveraging e-commerce platforms and social media, the ~~representations~~group employs digital marketing strategies to drive omnichannel sales across online and ~~warranties~~offline ofchannels. ~~Iron~~The ~~Horse~~platform integrates ~~being~~AI-powered ~~true~~digital human technology, enabling regular live-streaming sales on social media platforms. Virtual digital hosts facilitate round-the-clock interactive engagement and ~~correct~~product demonstrations, ~~subject~~bridging physical and virtual environments to ~~the~~strengthen direct ~~materiality~~customer ~~standards~~connections. ~~contained~~This inapproach ~~the~~delivers ~~Business~~end-to-end ~~Combination~~services ~~Agreement;~~that seamlessly transition from interactive experiences to transactional conversions.

●Offline ~~material~~Channel ~~compliance~~Strategies, byEmphasizing ~~Iron~~Refined Operations ~~Horse~~and ~~with~~Capability ~~its pre-closing covenants; and~~Iteration

●Amid the ~~absence~~accelerating globalization and aging population trends, public health awareness has significantly increased, leading to growing consumer demand for healthy foods. The pursuit of anhigh-quality ~~Acquiror~~lifestyles ~~Material~~has ~~Adverse~~further ~~Effect~~driven ~~(as~~consumption ~~defined~~upgrades in the ~~Business~~health ~~Combination~~food ~~Agreement)~~sector. Based on increasingly segmented consumer profiles and needs, the group continues to strengthen brand channel matrix development and implement in-depth, refined operations across all distribution channels.

~~Termination~~Whether in traditional specialized channels with established strengths, highly dynamic online platforms, or steadily expanding emerging scenarios, the group consistently adheres to long-term strategies to drive continuous iteration, enhance efficiency, and leverage precise consumer insights and targeted marketing operations, thereby solidifying the foundation for brand and business growth.

~~The~~Our ~~Business Combination Agreement provides that it may be terminated, and the Transactions abandoned, under certain customary and limited circumstances, including, without limitation:~~Technology

●All ~~upon~~operating ~~the~~subsidiaries employ ~~mutual~~advanced ~~written~~technologies ~~consent~~in ofmultiple ~~Seller~~areas including product development, supply chain management, research and ~~Iron~~development ~~Horse;~~(R&D), and marketing. Our sustained investment in technology applications has enhanced product quality, optimized supply chain management, and improved marketing effectiveness, thereby laying a solid foundation for long-term growth and sustainable development.

●Product byDevelopment either Seller or Iron Horse if any governmental entity, court, securities exchange or similar body shall have issued an order that has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions and such order shall have become final and nonappealable;Technology

●The byGroup ~~Seller~~adheres ~~within~~to 10the ~~business~~standards of ~~days~~systematization, ~~after~~technological ~~Iron~~advancement, ~~Horse~~and ~~changes~~internationalization, ~~its~~focusing ~~recommendation~~on ~~with~~the ~~respect~~non-GMO agricultural sector and committed to the manufacturing and service of high-end products. Research and development (R&D) serves as the ~~Transaction~~core ~~Proposals;~~driving force for new product innovation, with emphasis on non-GMO grain-based high-value-added foods. Relevant technological achievements are transferred from the National Research Center for Mixed Cereals.

●The byGroup ~~either~~has ~~Seller~~established ora deep ~~Iron~~research ~~Horse~~collaboration ifwith ~~Iron~~Professor ~~Horse~~Xu ~~holds~~Liran, Dean of the ~~Stockholder~~Zhongjing ~~Meeting~~Medical Research Institute at Henan University of Chinese Medicine, and ~~the~~his ~~Stockholders’~~team. ~~Approval~~Professor Xu Liran is ~~not~~an ~~received;~~expert recipient of the State Council Special Government Allowance. He served consecutively as the Chief Scientist for major scientific research projects on AIDS during the 11th, 12th, and 13th Five-Year Plans, led multiple key projects funded by the National Natural Science Foundation of China, and has accumulated over 20 research achievement awards. His team comprises more than 20 researchers, including postdoctoral fellows, PhD holders, and master’s degree holders.

●Nutritional byFormula ~~Iron Horse if Seller has not delivered required audited and unaudited financial statements of CFI by certain dates;~~Design

●The bygroup ~~either~~leads ~~Seller~~nutritional formula ordevelopment ~~Iron~~through ~~Horse~~a ifteam ~~the other is in breach~~ of ~~any~~senior ofnutritionists ~~its~~and ~~representations,~~food ~~warranties~~scientists, ~~covenants~~leveraging orcutting-edge ~~agreements~~nutritional ~~set~~research ~~forth~~findings to incustomize ~~the~~health ~~Business~~food ~~Combination~~formulations ~~Agreement~~tailored ~~such that certain conditions~~ to the ~~Closing~~specific ~~cannot~~needs beof ~~satisfied~~diverse ~~and~~populations such ~~breach~~as isthe ~~not~~elderly, ~~capable~~children, ofand ~~being~~athletes. This ~~cured~~ensures orprecise isalignment ~~not~~with ~~cured~~consumers’ ~~within~~health 30and ~~days~~wellness ~~after receipt of notice of such breach; or~~objectives.

●Raw byMaterial ~~either~~Selection ~~Seller~~and orSource ~~Iron Horse if the Closing has not occurred on or before September 1, 2025.~~Control

~~Neither~~The ~~Seller~~Group ~~nor~~implements ~~Iron Horse is required~~ end-to ~~pay a termination fee~~-end orquality ~~reimburse~~control across the ~~other~~entire ~~for~~industrial ~~its~~chain, ~~expenses~~covering asall aprocess ~~result~~stages ofincluding aplanting ~~termination~~bases, ofcrop ~~the~~cultivation, ~~Business~~raw ~~Combination~~material screening, ~~Agreement.~~non-GMO ~~Each~~testing, offormulation ~~them will~~development, ~~however~~product manufacturing, ~~remain~~ ~~liable~~and ~~for~~packaging. ~~willful~~This ~~and~~ensures ~~material~~comprehensive ~~breaches~~quality ofcontrol from ~~the~~source ~~Business~~to ~~Combination~~end-user, ~~Agreement~~providing ~~prior~~consumers towith ~~termination~~high-quality products.

Other Agreements

Shareholder Support Agreement

The Business Combination Agreement provides that, subsequent to the execution and delivery of the Business Combination Agreement, Seller, Iron Horse and CFI will enter into a voting and support agreement pursuant to which, among other things, Seller will agree that it will not transfer and will 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 will 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

The Business Combination Agreement provides that, subsequent to the execution and delivery of the Business Combination Agreement, Seller, Iron Horse and Iron Horse’s sponsor will enter into a voting support agreement pursuant to which, among other things, the sponsor will agree that it will not transfer and will 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, in favor of the Business Combination Agreement and the Transactions and each of the Transaction Proposals.

Lock-Up Agreement

The Business Combination Agreement provides that, subsequent to the execution and delivery of the Business Combination Agreement, Seller will enter into lock-up agreements with Iron Horse pursuant to which, among other things, Seller will agree that it will not sell, for the period set forth therein, the shares of Common Stock it receives under the Business Combination Agreement.

~~Registration~~Product ~~Rights~~Process ~~Agreement~~Innovation and Quality Control

The ~~Business~~Group ~~Combination~~strictly ~~Agreement~~adheres to ~~provides~~national ~~that Iron~~standards, ~~Horse~~industry standards, and ~~Seller~~corporate ~~will~~standards atin ~~the~~production ~~Closing~~organization, ~~enter~~establishing ~~into~~ a ~~registration~~dual ~~rights~~management ~~agreement~~quality control ~~pursuant~~system. toThe ~~which,~~quality ~~among~~control ~~other~~line ~~things~~comprises three-tier positions: quality control officers, ~~Iron~~quality ~~Horse~~supervisors, and quality managers. ~~will~~The ~~agree~~laboratory toline ~~provide~~features ~~Seller~~three-tier ~~with~~roles: ~~certain~~laboratory ~~rights~~technicians, ~~relating~~laboratory tosupervisors, ~~the~~and ~~registration~~laboratory ~~for~~managers. ~~resale~~This ofstructure creates ~~the~~an ~~shares~~independent ofyet ~~Common~~coordinated ~~Stock~~quality itassurance ~~receives~~mechanism ~~under the~~between ~~Business~~production ~~Combination~~and ~~Agreement~~testing processes, ensuring product safety and stability.

~~Consulting~~Supply ~~Agreements~~Chain Management Technology

~~The~~Logistics ~~Business~~Tracking: ~~Combination Agreement provides that~~Through ~~New~~collaboration ~~CFI will enter into a Consulting Agreement~~ with ~~each~~logistics ~~of Mr. Bengochea and Mr. Caragol~~suppliers, ~~which~~we ~~will~~employ betracking ~~effective~~systems ~~immediately~~to ~~after~~monitor Closing. Mr. Bengochea and Mr. Caragol shall assist New CFI’s management, Board of Directors and Board committees in regard (i) financial reporting, (ii) SEC filings (iii) coordination with its auditors, (iv) governance issues, (v) investor relations, and (vi) any other activities that are reasonably requested. In addition, they will attend all New CFI’s Board of Director meetings as an observer. The Consulting Agreement will be for a six month term postreal-~~Closing,~~time ~~unless~~cargo ~~earlier terminated or extended by the parties~~status. ~~The~~This ~~consulting~~technology ~~fee~~ensures ~~shall be~~accurate 500,000 restricted shares of New CFI 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~~timely ~~New~~product CFI and each of Mr. Bengochea and Mr. Caragol. New CFI shall reimburse each of Mr. Bengochea and Mr. Caragol for ordinary and customary expenses incurred in performing the consulting services. Any extraordinary expensesdelivery, ~~require~~thereby ~~consent~~enhancing ofcustomer ~~New CFI~~satisfaction.

~~Effecting~~Cloud ~~Our~~Warehouse ~~Initial~~Management System: ~~Business~~Utilizing ~~Combination~~advanced inventory management software, we monitor inventory levels in real-time to ensure stable product supply. Data analysis and forecasting tools optimize procurement and production planning, preventing inventory overstocking or stockouts.

WeQuality are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the IPO. We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the private placement of the private placement warrants.Assurance

InWe ~~connection with the proposed business combination, we~~ are ~~seeking~~committed ~~stockholder approval at a meeting called for such purpose at which stockholders may seek~~ to ~~convert their shares, regardless~~delivering ofhigh-quality ~~whether~~products ~~they~~and ~~vote~~services ~~for~~to orour ~~against~~customers ~~the~~in ~~proposed~~alignment ~~business~~with ~~combination~~our orcore ~~don’t~~values ~~vote~~and atcommitments. ~~all,~~We ~~into~~believe ~~their~~quality ~~pro~~assurance ~~rata share of the aggregate~~is ~~amount~~fundamental ~~then~~to onensuring ~~deposit~~premium inproduct ~~the~~and ~~trust~~service ~~account (net of taxes payable)~~delivery, ~~subject~~while toalso ~~the~~being ~~limitations~~crucial ~~described~~for ~~herein~~reducing ~~and~~waste ~~in our amended~~ and ~~restated~~ ~~certificate~~enhancing ofoperational ~~incorporation~~efficiency. ~~We will consummate our initial business combination only if a majority of the outstanding shares~~ ofQuality ~~common~~management ~~stock~~practices ~~voted~~ are ~~voted~~prioritized inacross ~~favor~~all ~~of the~~ business ~~combination.~~functions, Weincluding ~~have~~product nodevelopment, ~~specified~~manufacturing, ~~maximum~~supplier ~~percentage threshold for redemptions~~quality incontrol, ~~our~~procurement, ~~amended~~customer ~~and~~experience, ~~restated~~service ~~certificate~~delivery, ~~of incorporation~~ and ~~even~~logistics ~~those~~operations. ~~public~~Our ~~stockholders~~dedicated ~~who~~quality ~~vote~~management inteam ~~favor of our initial business~~oversees ~~combination have~~ the ~~right~~formulation toof ~~convert~~comprehensive ~~their~~quality ~~public~~strategies, ~~shares.~~quality Assystems aand ~~result~~processes, ~~this~~quality ~~may~~culture ~~make~~development, itand ~~easier~~the ~~for~~implementation of usholistic toquality ~~consummate~~management ~~our initial business combination~~initiatives.

~~Public~~Customer stockholders may therefore have to wait up to 18 months, if we extend the time to complete a business combination by another three months, as described in this Annual Report) from the closing of our IPO in order to be able to receive a pro rata share of the trust account.Service

~~Our~~Pre-sales initial stockholders, officers and directors have agreed (1) to vote any shares of common stock owned by them in favor of any proposed business combination, (2) not to convert any shares of common stock in connection with a stockholder vote to approve a proposed initial business combination and (3) not sell any shares of common stock in any tender in connection with a proposed initial business combination.Service

~~None~~Product ofConsultation: ~~our officers, directors,~~Customers ~~initial~~may ~~stockholders~~inquire orabout ~~their~~detailed ~~affiliates~~product ~~has~~information, ~~indicated~~including ~~any~~ingredients, ~~intention to purchase units or shares of common stock from persons in the open market or in private transactions. However~~efficacy, ~~if we hold a meeting to approve a proposed business combination~~ and atarget ~~significant number of stockholders vote~~population, orthrough ~~indicate~~telephone ~~an intention to vote~~calls, ~~against~~in-person visits ~~such~~at ~~proposed~~physical ~~business combination or that they wish to convert their shares~~stores, ~~our~~ ~~officers, directors, initial stockholders~~ or ~~their~~online ~~affiliates~~consultations ~~could~~with ~~make~~customer ~~such~~service ~~purchases~~representatives. inCustomer ~~the~~service ~~open~~personnel ~~market~~should orpossess ~~in private transactions~~comprehensive inproduct ~~order~~knowledge to ~~reduce~~provide ~~the~~accurate ~~number~~responses of redemptions. Notwithstanding the foregoing, our officers, directors, initial stockholders and their affiliates will not make purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to ~~stop~~customer ~~potential manipulation of a company’s stock~~inquiries.

~~Redemption~~Personalized ~~Rights~~recommendations: Based ~~(a/k/a~~on ~~Conversion~~the ~~Rights)~~customer’s age, gender, health status, and dietary preferences, we provide customized product recommendations to meet diverse customer needs.

At any meeting called to approve an initial business combination, public stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, less any taxes then due but not yet paid. The perIn-~~share~~sales ~~amount we will distribute to investors who properly convert their shares will not be reduced by the deferred underwriting commissions we will pay to EF Hutton.~~Service

~~Our~~Order ~~initial~~Processing: ~~stockholders~~Ensure ~~and~~fast ~~our officers~~ and ~~directors~~accurate ~~will~~handling ~~not have redemption rights with respect to any shares~~ of ~~common~~customer ~~stock~~orders, ~~owned~~including byorder ~~them~~confirmation, ~~directly~~payment ~~or indirectly~~guidance, ~~whether~~ ~~acquired~~and ~~prior~~logistics ~~to the IPO or purchased by them in the IPO or in the aftermarket~~tracking. ~~Additionally,~~Customer ~~the~~service ~~holders of Founder Shares will~~representatives ~~not~~should ~~have~~promptly ~~redemption~~communicate ~~rights~~order status with ~~respect~~customers to ~~the~~ensure ~~35,000~~timely ~~shares~~updates ofon ~~Common~~order ~~stock we issued to EF Hutton and its designees in the IPO (the “Representative Shares”)~~progress.

Payment guidance: Offers customers multiple payment options and provides detailed instructions on completing payment transactions to ensure secure and convenient transactions.

After-sales Service

Product Usage Guidelines: Provide customers with detailed instructions and precautions for product use to ensure correct and safe operation.

WeProblem ~~may~~Resolution: ~~require public stockholders,~~Customer ~~whether~~service ~~they~~personnel ~~are~~shall apromptly ~~record~~and ~~holder~~patiently orprovide ~~hold~~answers ~~their~~and ~~shares~~guidance ~~in “street name,”~~ to ~~either~~any ~~(i)~~issues ~~tender their certificates to our transfer agent~~ or ~~(ii)~~inquiries ~~deliver~~encountered ~~their~~by ~~shares~~customers ~~to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal~~during Atproduct ~~Custodian) System, at the holder’s option, in each case prior to a date set forth in the proxy materials sent in connection with the proposal to approve the business combination~~usage.

~~There~~Complaint isHandling: aCustomer service ~~nominal~~personnel ~~cost~~should ~~associated with~~attentively ~~the~~listen ~~above-referenced~~to, ~~delivery~~document, ~~process~~ and ~~the~~promptly ~~act~~address ofcustomer ~~certificating the shares or delivering them through the DWAC System~~complaints. ~~The~~Through ~~transfer agent~~effective ~~will~~communication ~~typically charge the tendering broker a nominal amount~~ and ~~it would be up to the broker whether or not to pass this cost on~~ ~~to the holder. However~~coordination, ~~this~~disputes ~~fee~~should ~~would~~ be ~~incurred~~resolved ~~regardless of whether or not we require holders seeking~~ to ~~exercise~~ensure ~~redemption~~customer ~~rights~~satisfaction. ~~The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.~~

~~However,~~Return inand ~~the~~exchange ~~event~~procedures: Establish weand ~~require stockholders~~improve ~~seeking~~the toreturn ~~exercise~~and ~~redemption~~exchange ~~rights~~management ~~prior~~system, toclearly defining the ~~consummation~~conditions, ofprocesses, ~~the~~and ~~proposed~~processing ~~business~~timelines for ~~combination~~returns and ~~the~~exchanges. ~~proposed~~For ~~business combination~~cases isthat ~~not~~comply ~~consummated~~with ~~this~~the ~~may~~return ~~result~~and inexchange anpolicies, ~~increased~~respond ~~cost~~promptly and handle them efficiently to ensure ~~stockholders~~the protection of customers’ legitimate rights and interests.

~~Any~~Customer ~~proxy~~Relationship solicitation materials we furnish to stockholders in connection with a vote for any proposed business combination will indicate whether we are requiring stockholders to satisfy such certification and delivery requirements. Accordingly, a stockholder would have from the time the stockholder received our proxy statement up until the vote on the proposal to approve the business combination to deliver his or her shares if he or she wishes to seek to exercise his or her redemptions rights. This time period varies depending on the specific facts of each transaction. However, as the delivery process can be accomplished by the stockholder, whether or not he is a record holder or his shares are held in “street name,” in a matter of hours by simply contacting the transfer agent or his broker and requesting delivery of his shares through the DWAC System, we believe this time period is sufficient for an average investor. However, we cannot assure you of this fact. Please see the risk factor in our Prospectus titled “In connection with any stockholder meeting called to approve a proposed initial business combination, we may require stockholders who wish to convert their shares in connection with a proposed business combination to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior to the deadline for exercising their rights.” for further information on the risks of failing to comply with these requirements.Management

~~Any~~Customer ~~request~~Follow-up: ~~to convert such~~Conduct ~~shares~~regular ~~once~~follow-ups ~~made,~~with ~~may~~customers ~~be withdrawn at any time up~~ to ~~the~~gather ~~vote~~their onusage ~~the~~experiences ~~proposed~~and ~~business combination or the expiration of the tender offer. Furthermore~~feedback, ifenabling acontinuous ~~holder~~improvement of ~~public~~product ~~shares delivered his or her certificate in connection with an election of their redemption~~ and ~~subsequently~~service ~~decides prior to the applicable date not to elect to exercise such rights, he or she may simply request that the transfer agent return the certificate (physically or electronically)~~quality.

IfHealth ~~the~~literacy ~~initial business combination~~promotion: isBy ~~not~~delivering ~~approved~~health orinformation ~~completed~~and ~~for~~organizing ~~any~~health ~~reason~~lectures, ~~then~~provide ~~our~~customers ~~public~~with ~~stockholders~~health ~~who~~knowledge ~~elected~~and todietary ~~exercise~~recommendations ~~their~~to assist ~~redemption~~them ~~rights~~in ~~would~~better ~~not~~managing ~~be entitled to convert~~ their ~~shares~~own ~~for the applicable pro rata share of the trust account~~health. ~~In such case, we will promptly return any shares delivered by public holders.~~

~~Liquidation~~Customer ifCare NoProgram: ~~Business~~Develop customer ~~Combination~~care initiatives such as holiday greetings and birthday gifts to enhance customer loyalty, encourage referrals, and drive repeat purchases.

Our amended and restated certificate of incorporation provides that we will have only 12 months from the closing of our IPO to complete an initial business combination. However, we may extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of 18 months to complete a business combination). In ~~order to extend the time available for the Company to consummate a business Combination~~summary, ~~without~~ the ~~need for a separate stockholder vote, our sponsor must, upon five days~~company’s ~~advance~~customer service ~~notice~~is ~~prior~~designed to ~~the~~provide ~~application~~comprehensive ~~deadline, deposit~~and ~~into~~high-quality ~~the~~service ~~trust account $229,770 ($0~~experiences.~~0333~~ ~~per~~Through ~~unit),~~professional ~~or an aggregate of $459,540, for each three~~pre-~~month~~sales ~~extension~~consultation, ~~on or prior to~~convenient ~~the~~in-sales ~~date of the application deadline. On December 16~~services, ~~2024,~~robust ~~Iron~~after-sales ~~Horse deposited $229~~support,~~770~~ ~~into~~and ~~the~~close ~~trust~~customer ~~account~~relationship ~~to extend the amount of time it has available to complete a business combination to March 29~~maintenance, ~~2025.~~we Incontinuously ~~the~~enhance ~~event~~customer ~~that the stockholders, or affiliates or designees,~~satisfaction ~~elect to extend the time to complete the Company’s initial business combination~~ and deposit the applicable amount of money into trust, the initial stockholders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a business combination unless there are funds available outside the trust account to do soloyalty. ~~Such note would be paid upon consummation of the Company’s initial business combination.~~

~~If we have not completed an initial business combination by such date and stockholders have not otherwise amended our charter to extend this date~~Environment, ~~we will (i) cease all operations except for the purpose of winding up~~Society, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to us but net of taxes payable and up to $100,000 of interest income that may be released to us for liquidation expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.Governance

In line with UCFI’s established principles, the company strictly complies with environmental protection laws and regulations such as the Environmental Protection Law of the People’s Republic of China during its production and operations. It adheres to fundamental environmental principles and systems—including prioritizing protection, emphasizing prevention, implementing comprehensive management, fostering public participation, and assuming liability for damages—to ensure that its production and business activities do not cause environmental harm.

Competition

The biotechnology high-end health food sector is marked by intense competition and innovation-driven growth, fueled by consumers’ increasing demand for healthy and sustainable products. Operating in a dynamic market environment, the group competes with established domestic and international players who leverage substantial resources in technology, branding, and marketing to capture market share. As consumer expectations evolve alongside technological advancements, companies continuously adapt their strategies to meet the growing demand for personalized, eco-friendly, and easily accessible health solutions.

The field of biotechnology-based high-end health foods is a complex domain composed of various competitors, each possessing unique advantages and facing distinct challenges:

●

Traditional health food companies: These companies benefit from strong brand recognition, diverse product lines, and mature sales channels, although they may lag in innovation speed and market responsiveness.

●

Emerging brands: Renowned for innovation, precise market positioning, and flexible strategies, emerging brands exhibit agile operations but may face challenges in brand influence and financial capacity.

●

Foreign enterprises: With advanced R&D capabilities, strong brand reputation, and extensive international experience, foreign enterprises possess competitive advantages, but often face challenges in localized operations and market insights into China.

~~Our~~To ~~initial~~address ~~stockholders, officers~~potential ~~and directors have agreed that they will not propose any amendment to our amended and restated certificate of incorporation that~~competitive would affect our public stockholders’ ability to convert or sell their shares to us in connection with a business combination as described herein or affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination within 12 months (or up to 18 monthsimpacts, ~~if we extend~~ the ~~time~~group tohas ~~complete~~implemented a ~~business~~series ~~combination as described in this Annual Report) from the closing~~ of ~~our~~multidimensional ~~IPO~~strategies ~~unless we provide our public stockholders with the opportunity~~ to ~~convert~~consolidate ~~their~~its ~~shares~~market ofposition common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously released to us but net of franchise and ~~income~~enhance ~~taxes payable, divided by the number of then outstanding public shares~~resilience. ~~This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our initial stockholders, executive officers, directors or any other person.~~

~~Under~~Continuous ~~the~~Innovation ~~Delaware~~and ~~General~~R&D ~~Corporation~~Investment: ~~Law,~~We ~~stockholders~~fully ~~may~~recognize bethat ~~held~~product ~~liable~~differentiation ~~for~~is ~~claims~~crucial byfor ~~third~~attracting ~~parties against a corporation to the extent of distributions received by them in a dissolution~~consumers. ~~The~~Therefore, ~~pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our outstanding public shares in the event~~ we doconsistently ~~not~~invest ~~complete our initial business combination within the required time period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set forth~~ in ~~Section~~ ~~280~~research ofand ~~the~~development ~~Delaware~~to ~~General~~create ~~Corporation~~health ~~Law~~and ~~intended~~wellness toproducts ~~ensure~~ that itmeet ~~makes~~evolving ~~reasonable~~consumer ~~provision~~needs. ~~for~~This ~~all~~includes ~~claims~~developing ~~against it, including~~customized anutritional ~~60-day~~formulations ~~notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought,~~ and anemploying ~~additional~~advanced ~~150-day~~processing ~~waiting~~technologies ~~period before any liquidating distributions are made~~ to ~~stockholders, any~~enhance ~~liability~~product ofquality ~~stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder,~~ and ~~any~~health ~~liability of the stockholder would be barred after the third anniversary of the dissolution~~benefits. ItBy isfostering ~~our intention to redeem our public shares as soon as reasonably possible following our 12-month~~an ~~anniversary~~innovation-driven ~~(or up to 18 months~~culture, if we ~~extend~~strive ~~the time~~ to ~~complete~~accelerate anew ~~business~~product ~~combination as described in this Annual Report)~~launches, ~~and,~~meet ~~therefore, we~~market ~~do not intend to comply with those procedures. As such~~demands, ~~our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more)~~ and ~~any~~maintain ~~liability~~competitive ~~of our stockholders may extend well beyond the third anniversary of such date~~advantages.

~~Furthermore,~~Enhancing ifProduct ~~the~~Quality ~~pro rata~~Control: ~~portion~~We ofimplement ~~our~~rigorous ~~trust~~quality ~~account~~control ~~distributed~~measures tothroughout ~~our public stockholders upon~~ the ~~redemption~~entire ofproduction ~~100%~~process ofto ~~our~~ensure ~~public~~products ~~shares~~meet in the ~~event~~highest wesafety doand ~~not~~efficacy ~~complete~~standards. ~~our~~These ~~initial~~measures ~~business~~include ~~combination~~regular ~~within~~supplier ~~the~~audits, ~~required~~comprehensive ~~time~~testing ~~period~~of israw ~~not~~materials, ~~considered a liquidation distribution under Delaware law~~ and ~~such~~adherence ~~redemption distribution is deemed~~ to beindustry standards ~~unlawful,~~for ~~then~~food ~~pursuant~~safety toand ~~Section~~compliance. ~~174~~Our offocus ~~the~~on ~~Delaware~~quality ~~General~~assurance ~~Corporation~~helps ~~Law,~~build ~~the statute~~consumer oftrust ~~limitations~~and ~~for~~reduces ~~claims~~risks ofthat ~~creditors~~ could ~~then be six years after the unlawful redemption distribution, instead of three years,~~impact ascompetitors indue ~~the~~to ~~case~~product ofrecalls aor ~~liquidation~~quality ~~distribution~~issues.

~~Because~~Enhancing weBrand ~~will not be complying~~Reputation ~~with~~and ~~Section~~Consumer ~~280~~Trust: ofOur ~~the~~marketing ~~Delaware~~strategy ~~General~~prioritizes ~~Corporation~~transparent ~~Law,~~communication ~~Section~~with ~~281(b)~~consumers ofto ~~the~~strengthen ~~Delaware~~brand ~~General~~reputation. ~~Corporation~~We ~~Law requires us to adopt~~conduct aconsumer ~~plan,~~engagement ~~based~~initiatives ~~on facts known to us at~~ such ~~time~~as ~~that~~educational ~~will~~campaigns ~~provide for our payment of all existing~~ and ~~pending~~community ~~claims~~events orto ~~claims~~highlight ~~that~~the ~~may be~~health ~~potentially~~benefits ~~brought~~and ~~against~~quality usof ~~within the subsequent ten years~~our products. ~~However~~Additionally, ~~because~~ we ~~are~~actively amonitor ~~blank~~brand ~~check~~reputation ~~company,~~and ~~rather~~promptly ~~than~~address anany ~~operating company~~potential issues, ~~and~~ensuring ~~our~~swift ~~operations~~correction ~~will~~of bemisinformation. By ~~limited~~maintaining totransparency ~~searching~~and ~~for~~integrity ~~prospective~~in ~~target~~marketing ~~businesses to acquire~~efforts, ~~the~~we ~~only~~strive ~~likely claims~~ to ~~arise would~~build belong-term ~~from~~customer ~~our~~loyalty ~~current~~ and ~~former~~establish ~~vendors (such~~ ourselves as ~~lawyers,~~a ~~auditors~~trustworthy ~~investment bankers, etc~~brand.~~) or prospective target businesses.~~

WeOptimizing ~~are~~Supply ~~required~~Chain ~~to seek to~~and ~~have~~Logistics: ~~all~~To ~~third~~ensure ~~parties~~supply ~~(including~~chain ~~any~~sustainability, ~~vendors or other entities~~ we ~~may~~have ~~engage)~~established ~~and~~robust ~~any~~partnerships ~~prospective target businesses enter into agreements~~ with usmultiple ~~waiving~~trusted ~~any~~suppliers ~~right, title, interest or claim of any kind they may have in or~~ to ~~any~~secure ~~monies held in the trust account. As a result,~~critical ~~the~~raw ~~claims~~material ~~that could be made against us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust~~supplies. We ~~therefore~~conduct ~~believe~~comprehensive ~~that~~supply ~~any~~chain ~~necessary~~risk ~~provision~~assessments ~~for creditors will be reduced and should not have a significant impact on our ability~~ to ~~distribute~~identify ~~the funds in the trust account to our public stockholders. Nevertheless, MaloneBailey, LLP, our independent registered public accounting firm,~~ and ~~the~~mitigate ~~underwriters~~potential ofdisruptions ~~the offering, will not execute agreements with us waiving~~ such ~~claims~~as ~~to the~~price ~~monies~~fluctuations ~~held~~or inshortages ~~the~~of ~~trust~~key ~~account~~components. ~~Furthermore,~~Our ~~there~~logistics isframework ~~no guarantee that other vendors, service providers and prospective target businesses will execute such agreements. Nor~~ is ~~there~~designed ~~any guarantee that, even if they execute such agreements~~ with ~~us,~~flexibility ~~they~~in ~~will not seek recourse against the trust account. Bengochea SPAC Sponsors I LLC~~mind, anenabling ~~entity~~rapid ~~affiliated~~adaptation ~~with Mr. Bengochea, has agreed that it will be liable~~ to ~~ensure~~supply-demand ~~that the proceeds in the trust account are not reduced below $10~~fluctuations.00 ~~per~~By ~~share~~maintaining bystable the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but we cannot assure you that it will be able to satisfy its indemnification obligations if it is required to do so. We have not independently verified whether Bengochea SPAC Sponsors I LLC has sufficient funds to satisfy its indemnity obligations, we have not asked it to reserve for such obligations and we doresilient ~~not~~supply ~~believe it has any significant liquid assets. Accordingly~~chains, we ~~believe~~enhance itcost iscontrol ~~unlikely~~capabilities ~~that~~while itdelivering ~~will be able to satisfy its indemnification~~consistent ~~obligations~~product ifavailability ~~it is required~~ to ~~do so~~consumers. Additionally, the agreement Bengochea SPAC Sponsors I LLC entered into specifically provides for two exceptions to the indemnity given: it will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (2) as to any claims for indemnification by EF Hutton against certain liabilities, including liabilities under the Securities Act. As a result, if we liquidate, the per-share distribution from the trust account could be less than $10.00 due to claims or potential claims of creditors.

Expanding Market Channels and Consumer Engagement: Our distribution strategy focuses on broadening both online and offline market channels to enhance product accessibility and market penetration. By leveraging e-commerce platforms, social media, and digital marketing tools, we reach wider audiences and engage directly with consumers. Additionally, we strive to elevate in-store shopping experiences through seamless integration of physical stores and digital touchpoints, creating a cohesive omnichannel shopping journey. These initiatives position us to capture a larger share of the health-conscious consumer market. The Group also plans to establish a chain network of Traditional Chinese Medicine (TCM) health centers (starting from 2025) to integrate TCM practices, supporting our mission in producing health foods and delivering personalized wellness solutions. Concurrently, targeted research initiatives are being implemented to boost customer engagement. Key initiatives include developing advanced digital tools such as AI-powered marketing solutions to optimize distribution efficiency, alongside establishing an AI-driven customer service system to enhance satisfaction levels.

Adapting market strategies to align with consumer trends: We closely monitor consumer preferences and market dynamics to optimize product offerings and pricing strategies. Our methodology incorporates frequent market analysis and consumer feedback evaluations, enabling rapid response to demand shifts and refined positioning in the healthcare sector. Through continuous market strategy optimization, we strive to maintain relevance and attract diverse consumer demographics.

Ensuring robust compliance and risk management: To mitigate regulatory risks, we have established a comprehensive compliance framework that ensures all operational activities comply with applicable laws and regulations. This includes regular compliance audits, employee training programs on regulatory standards, and a proactive approach to identifying and addressing potential legal challenges. Our steadfast commitment to compliance helps protect the group from regulatory fines while strengthening consumer confidence in our brand integrity.

In summary, while competitors’ development may impact our group in various aspects, our proactive strategies in product innovation, quality control, brand enhancement, supply chain resilience, market expansion, adaptive strategies, and compliance management have established a solid foundation for addressing competitive dynamics and achieving sustainable growth.

We anticipate notifying the trustee of the trust account to begin liquidating such assets promptly after our 12-month anniversary (or up to 18 months, if we extend the time to complete a business combination as described in this Annual Report) and anticipate it will take no more than 10 business days to effectuate such distribution. The holders of the Founder Shares have waived their rights to participate in any liquidation distribution from the trust account with respect to such shares. There will be no distribution from the trust account with respect to our rights or warrants, which will expire worthless. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account. If such funds are insufficient, we will use the up to $100,000 of interest earned on the funds held in the trust account that may be released to us for our liquidation expenses.

If we are unable to complete an initial business combination and expend all of the net proceeds of the IPO, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, or any increase as a result of our extending the time to consummate a business combination as described herein, the initial per-share redemption price would be $10.00. As discussed above, the proceeds deposited in the trust account could become subject to claims of our creditors that are in preference to the claims of public stockholders.

Our public stockholders shall be entitled to receive funds from the trust account only in the event of our failure to complete a business combination within the required time period, if the stockholders seek to have us convert or purchase their respective shares upon a business combination which is actually completed by us or upon certain amendments to our amended and restated certificate of incorporation prior to consummating an initial business combination. In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust account.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return to our public stockholders at least $10.00 per share.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders promptly after 12 months (or up to 18 months, if we extend the time to complete a business combination as described in this Annual Report) from the closing of our IPO, this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, our Board may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Amended and Restated Certificate of Incorporation

Our amended and restated certificate of incorporation contains certain requirements and restrictions relating to our operations that will apply to us until the consummation of our initial business combination. These provisions cannot be amended without the approval of a majority of our stockholders. If we seek to amend any provisions of our amended and restated certificate of incorporation that would affect our public stockholders’ ability to convert or sell their shares to us as described herein or affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination within 12 months (or up to 18 months, if we extend the time to complete a business combination as described in this Annual Report) from the closing of our IPO, we will provide public stockholders with the opportunity to convert their public shares in connection with any such vote. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by any executive officer, director, initial stockholder, or any other person. Our initial stockholders, officers and directors have agreed to waive any redemption rights with respect to any Founder Shares and any public shares they may hold in connection with any vote to amend our amended and restated certificate of incorporation. Specifically, our amended and restated certificate of incorporation provides, among other things, that:

● we shall either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or don’t vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein and in our amended and restated certificate of incorporation;

● we will consummate our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination;

● if our initial business combination is not consummated within 12 months (or up to 18 months, if we extend the time to complete a business combination as described in this Annual Report) from the closing of our IPO, then we will redeem all of the outstanding public shares and thereafter liquidate and dissolve our company;

● we may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to our initial business combination; and

● prior to our initial business combination, we may not issue additional stock that participates in any manner in the proceeds of the trust account, or that votes as a class with the common stock sold in our IPO on an initial business combination.

Financial Position

With funds available for an initial business combination initially in the amount of $66,481,500 assuming no redemptions before non-reimbursable fees and expenses associated with our initial business combination and after payment of $2,518,500 of deferred underwriting fees and any offering costs, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Employees

We have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. Since the selection of CFI as the business target, management has spent more time investigating and negotiating and processing the business combination (and consequently spend more time on our affairs) than had been spent prior to locating a suitable target business. We presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our business. We do not intend to have any full-time employees prior to the consummation of a business combination.

ITEM 1A. RISK FACTORS

AsThere aare ~~smaller~~many ~~reporting~~factors ~~company~~that affect weour business and results of operations, some of which are ~~not~~beyond ~~required~~our control. The following is a description of some important factors that may cause the actual results of operations in future periods to ~~make~~differ ~~disclosures~~materially ~~under~~from ~~this~~those ~~Item~~currently expected or desired.

Risks Related to the Trading Halt

As of October 1, 2025, in accordance with Nasdaq’s oral notice, our securities have been suspended from trading on Nasdaq. As of the date of this annual report, our securities have not resumed trading on Nasdaq, which may have a material adverse impact on the value or liquidity of investors holding our securities.

As disclosed in our Form 8-K filing with the U.S. Securities and Exchange Commission (SEC) on October 6, 2025, following Nasdaq’s listing on October 1, 2025, Nasdaq notified the Company that it had received notification from China Securities Regulatory Commission (“CSRC”) officials stating that Nasdaq’s CSRC review process for the Company’s U.S. listing had not been completed. Consequently, Nasdaq suspended trading of the Company’s common stock and warrants while requiring clarification on these matters (the “Trading Halt”). The Company asserts that it has fulfilled its obligations to the CSRC and has obtained legal opinions from its Chinese securities legal counsel regarding this matter. Additional documentation has been submitted to Nasdaq. However, as of the date of this annual report, the Trading Halt remains in effect.

If the Trading Halt persists, or if our securities are ultimately delisted from Nasdaq, our investors may face significant adverse consequences due to their holdings, including:

●

Limited market quotes for our securities;

●

Designating our common shares as “underweight stocks” will require brokers dealing in our shares to comply with stricter regulations and may result in reduced trading activity in our secondary securities market.

●

No longer considered as “valuable securities”, as detailed below;

●

Limited news and analytical coverage; and

●

Reduced capacity to issue additional securities or secure additional financing in the future.

The National Securities Market Improvement Act of 1996, a federal statute, prohibits or takes precedence over state regulations regarding the sale of certain securities (referred to as “regulated securities”). While states are prioritarily deprived of regulatory authority over securities sales, this federal law does allow states to investigate companies when fraud is suspected. If fraudulent activities are identified, states may impose oversight or prohibit the sale of regulated securities under specific circumstances. Although no state has utilized these powers to restrict securities issued by blank check companies (with the exception of Idaho), securities regulators in some states maintain negative views toward such entities and may employ or threaten to employ these authorities to hinder the sale of blank check company securities within their jurisdictions. Furthermore, if we delist from NASDAQ, our securities will cease to be regulated securities and will fall under the jurisdiction of the states where we offer them.

Should Nasdaq ultimately decide to delist our securities, we may face shareholder lawsuits, which would have a significant adverse impact on our operations.

Should Nasdaq ultimately decide to delist our securities, this action is likely to negatively impact their price performance and impair shareholders’ ability to trade them. In the event of delisting, we cannot guarantee that any measures taken to meet listing requirements will result in securities relisting, stabilize market prices, enhance liquidity, or prevent future violations of Nasdaq’s listing standards.

Furthermore, if our securities are not listed on NASDAQ or delisted from NASDAQ for any reason and are traded on the Over-the-Counter Bulletin Board—an automated quotation system for stock trading between non-national stock exchanges—our securities may face greater liquidity and pricing constraints compared to listings on NASDAQ or other national stock exchanges. Should our securities experience liquidity shortages, shareholders may struggle to trade their holdings unless market conditions can be restored. Conversely, if investors are unable to trade our securities, this could severely impact our capacity to raise additional capital.

If any of our shareholders initiate legal proceedings against us, we may incur substantial costs in litigation defense. Such lawsuits may also divert the time and attention of our management, preventing them from focusing on our business operations, thereby severely impairing our business performance, profitability, and reputation.

According to China law, the business merger with IRON HORSE that we completed on September 30, 2025 requires filing with the China Securities Regulatory Commission. As of now, we cannot predict when we will complete such filings.

The Regulations on Foreign Investors’ Acquisition of Domestic Companies, commonly referred to as the M&A Rules, were promulgated in 2006 by six different China regulatory authorities and revised in 2009. On the surface, they require offshore special purpose vehicles controlled by China companies or individuals to obtain approval from the China Securities Regulatory Commission (CSRC) before listing their securities on overseas stock exchanges through acquisitions of domestic companies or assets in China. The interpretation and application of these provisions remain unclear, and our offshore issuance may ultimately require approval from the CSRC. If such approval is required, we face uncertainties regarding our ability to obtain it and the potential timeframes involved. Furthermore, even if approved by the CSRC, such approval may be revoked. Any failure to obtain or delay obtaining CSRC approval for our listing, or any revocation of such approval, may subject us to sanctions from the CSRC or other China regulatory authorities. These sanctions may include fines and penalties affecting our operations in China, restrictions or constraints on our ability to distribute dividends overseas, and other forms of sanctions that could have significant adverse impacts on our business, financial condition, and operating performance.

In addition, the Chinese government has recently attempted to impose greater supervision and control over overseas issuances or foreign investments by China issuers. Among other measures, the Guidelines (definitions provided below) emphasize the need to strengthen cross-border regulatory cooperation, as well as the management and supervision of China issuers, and to establish a comprehensive regulatory framework to apply China capital market laws and regulations overseas. On February 17, 2023, the China Securities Regulatory Commission (CSRC) promulgated the “Interim Measures for the Administration of Overseas Securities Issuance and Listing by Domestic Companies,” also known as the “Overseas Listing Filing Rules,” which came into effect on March 31, 2023. According to the Overseas Listing Filing Rules, China domestic companies issuing or listing stocks, depositary receipts, convertible corporate bonds, or other equity securities in overseas stock markets, whether directly or indirectly through offshore holding companies, must file with the CSRC. If a China domestic company intends to complete an overseas (i) initial public offering and listing or (ii) listing under the name of an overseas enterprise through one or more acquisitions, stock swaps, stock transfers, or other means, based on the equity, assets, income, or other similar rights of the relevant China domestic company, the issuer (if the issuer is a China domestic company) or its designated major China domestic operating entity (if the issuer is an offshore holding company) must report to the entity within three working days after the issuer submits application documents related to the initial public offering and/or listing, or after the first announcement of the relevant transaction (if no application documents are required). The determination of whether any issuance or listing is “indirect” will be based on the principle of “substance over form.” If the issuer meets the following two conditions, the issuer’s issuance or listing will be considered an overseas indirect issuance or listing of a China domestic company: (i) The revenue, profit, total assets, or net assets of the China domestic company in the most recent fiscal year account for more than 50% of the relevant line items in the issuer’s audited consolidated and consolidated financial statements for that year; and (ii) The majority of senior executives responsible for its business operations and management are Chinese citizens or have a general residence in China, or if its principal place of business is in China, or if its business operations are primarily conducted in China. In addition, according to the “Overseas Listing Filing Rules” and a set of Q&As published on the official website of the China Securities Regulatory Commission (CSRC) related to the release of the “Overseas Listing Application Rules,” if any regulatory authority with jurisdiction over the relevant industries and sectors explicitly requires (in the form of institutional rules) that a China domestic company must fulfill regulatory procedures before listing overseas, the company must obtain regulatory opinions, approvals, and other documents from the competent authority prior to submitting filings to the CSRC, and complete any required filings. After obtaining filing with the China Securities Regulatory Commission (CSRC) and before the completion of this issuance and/or listing, if any of the following material events occurs, the reporting entity shall promptly report to the CSRC within three working days and update the CSRC filing: (i) significant changes in the issuer’s main business, licenses, or qualifications; (ii) changes in the issuer’s control or any major changes in the issuer’s equity structure; and (iii) any major changes to the issuance and listing plan. Once listed overseas, the reporting entity shall also be required to report to the CSRC within three working days after any of the following material events occur and are announced to the CSRC: (i) changes in the issuer’s control; (ii) investigations, sanctions, or other measures taken by foreign securities regulatory authorities or relevant competent authorities against the issuer; (iii) changes in listing status or transfer of the Listing Committee; and (iv) voluntary or compulsory delisting of the issuer. In addition, if the issuer completes any overseas follow-on issuance in the same overseas market where the public offering and listing were completed, it must file with the CSRC within three working days. Failure to comply with applicable filing requirements may result in fines imposed on the relevant China domestic company, its controlling shareholders, and other responsible persons.

In accordance with the “Overseas Listing Filing Rules”, the “Notice on Domestic Companies’ Overseas Fundraising Listing Filing Management” issued by the China Securities Regulatory Commission (CSRC) on February 17, 2023, the “Notice on Overseas Listing Filing”, and a series of Q&A published on the CSRC’s official website, we were required to complete filing procedures related to this corporate merger with the CSRC before listing our securities on NASDAQ, in compliance with the “Overseas Listing Application Rules”. We submitted the necessary documents pertaining to the merger to the CSRC on December 21, 2024. On March 19, 2025, the CSRC requested supplementary materials, which we subsequently provided on April 2, 2025. Although this step was mandatory, uncertainties remain regarding the timely completion of the application process and its impact on our NASDAQ listing. Failure to comply with filing requirements or subsequent revocation of approvals could significantly adversely affect our business operations, financial condition, and operational activities. As of the date of this annual report disclosure, we have not yet received the filing notification from the CSRC.

Our limited operational history introduces uncertainty regarding our capacity expansion, ability to meet customer demands, and potential for sustainable growth.

The Group currently operates under a relatively new business structure that includes several subsidiaries established in recent years, although some operational entities have longer histories. However, our existing structure and integration strategy were formally established during the restructuring completed in early 2024, alongside CFI’s business merger with Iron Horse finalized on September 30,2025. These factors may result in insufficient historical data or references for assessing our ability to meet market demands, expand production capacity, and achieve profitability. Given our limited operational history, we face challenges in forecasting future revenues, accurately budgeting expenditures, and identifying emerging trends that could impact business operations.

Risks Related to Doing Business in the PRC

Failure to comply with the Chinese government’s complex regulatory requirements and significant oversight on our business operations may result in substantial adverse impacts on our operations and securities value.

Our facilities are located within the territory of the People’s Republic of China, which requires us to comply with various government and regulatory requirements applicable to our operational locations, including those implemented by various local and municipal authorities and government branches. The Chinese government holds considerable power to influence and intervene in the operations of offshore holding companies, such as CFI. Therefore, our business, financial condition, operational results, and future prospects may be significantly affected by the overall political, economic, and social conditions in China. China’s economic structure differs from that of most developed countries in multiple aspects, including the level of government involvement, development stage, growth rate, foreign exchange controls, and resource allocation. Although the Chinese government has taken measures aimed at promoting market-driven economic reforms, divesting state ownership of productive assets, and improving corporate governance, a significant portion of productive assets in China remains under government ownership. Additionally, the Chinese government continues to play a significant role in shaping industrial development through the implementation of industrial policies. It also maintains substantial control over the Chinese economy by allocating resources, regulating foreign currency debt payments, formulating monetary policies, and providing preferential treatment to specific industries or enterprises. Furthermore, certain regulations (i) on the measures we operate and (ii) on overseas offerings by Chinese issuers and foreign investments may severely restrict or completely hinder our ability to issue or continue issuing securities to investors, leading to significant depreciation or complete loss of value of such securities.

In addition, the Chinese government has considerable control over numerous sectors of the China economy through regulation and state ownership. Our operational capabilities in China are susceptible to significant disruptions from legislative and regulatory changes, including issues related to securities regulation, data protection, cybersecurity, taxation, foreign investment restrictions, and mergers and acquisitions.

The central and local governments of the People’s Republic of China may implement new and stricter regulations or reinterpret existing ones, which will require us to incur additional expenses and efforts to ensure compliance with these directives or interpretations. As a result, we may face substantial government and regulatory requirements in the China provinces where we operate, and may be subject to supervision by various political and regulatory entities, including numerous local and municipal institutions and government branches. We may incur higher costs for complying with existing and newly enacted laws and regulations, or face penalties for non-compliance. If the Chinese government attempts to strengthen oversight and control over overseas issuances and/or foreign investments targeting issuers within China, such actions may severely restrict or completely hinder our ability to issue or continue issuing securities to investors, leading to significant depreciation or total loss of such securities’ value.

China’s economy has experienced significant growth over the past few decades; however, this growth has been uneven across different geographical regions and various economic sectors. The Chinese government has implemented a series of measures aimed at promoting economic growth and strategic resource allocation. While some of these measures may benefit the overall Chinese economy, they could also have negative impacts on our operations. A slowdown in China’s economy may lead to reduced demand for our products, thereby having a significant and adverse impact on our business and operational results.

The uncertainty regarding the legal system partly stems from both published and unpublished government policies, as well as the potential rapid changes in Chinese mainland laws and regulations, which may adversely affect us.

We primarily conduct business through China mainland subsidiaries. Our operations in mainland China are governed by local laws and regulations. Our mainland subsidiaries are subject to the laws and regulations applicable to foreign investment in mainland China. The legal system in mainland China is based on a civil law system with a codified legal framework. Unlike the common law system, under the civil law system, previous court judgments can be cited as references, but their case law value is limited.

Over the past few decades, laws and regulations in mainland China have significantly strengthened the protection of various forms of foreign investment in the mainland. However, due to the relatively recent enactment of certain laws and regulations, as well as the limited number of published judicial rulings that lack binding force, there remains uncertainty in the interpretation and enforcement of these legal provisions.

In addition, the legal system of the Chinese mainland is to some extent based on government policies, some of which are not disclosed or are not disclosed in a timely manner, and may change rapidly without prior notice. Therefore, we may not be aware of our own potential policy and rule violations.

The Chinese government imposes complex regulatory requirements on our business operations and has recently enacted multiple regulations to strengthen oversight of overseas issuance activities and foreign investments in domestic issuers. These measures, along with potential future tightening controls, could severely restrict or even completely hinder our ability to issue securities to investors or continue issuing new securities, potentially causing significant value depreciation or rendering such securities worthless.

The U.S. Securities and Exchange Commission (SEC) may impose additional disclosure requirements and strengthen regulatory scrutiny for companies with significant business operations in China, which could increase our compliance costs, subject us to additional disclosure requirements, and/or suspend or terminate our future securities offerings, thereby making financing more difficult.

On July 30, 2021, in response to recent regulatory developments in China and measures taken by the Chinese government, the Chairman of the U.S. Securities and Exchange Commission (SEC) issued a statement requiring SEC staff to seek additional disclosures from overseas issuers related to companies operating within China before the registration statements of overseas issuers take effect. Therefore, the issuance of our securities may need to comply with additional disclosure requirements and reviews imposed by the SEC or other U.S. regulatory authorities on companies conducting business within China, which could increase our compliance costs, subject us to additional disclosure requirements, and/or result in the suspension or termination of our future securities offerings, thereby making financing more difficult.

The Chinese government has recently issued new policies affecting specific industries, and there is no guarantee that regulations or policies that may adversely affect our business, financial condition, and operating performance will not be introduced in the future. In addition, if China adopts stricter standards in specific areas such as corporate social responsibility or environmental protection, we may incur higher compliance costs or face additional restrictions in operations.

We operate in a highly regulated environment and are subject to extensive regulations in China, which affect our operations and may lead to significant changes in our operations and common stock value.

The environment in which we operate is subject to high regulation. Specifically, our operational activities are constrained by extensive regulations in China, including but not limited to those concerning healthy food, mandatory product certification, defective product recalls, and product liability and consumer protection laws. Multiple Chinese regulatory authorities oversee different aspects of our operations, including but not limited to:

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Mandatory product certification;

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Product liability;

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Environmental protection system; and

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Safety production and occupational health requirements.

We have an obligation to obtain various government approvals, licenses, permits, and registrations related to business operations, and to comply with mandatory standards and regulations pertaining to manufacturing processes and products. However, the interpretation of these regulations may change, and new regulations may be introduced, which could disrupt or restrict our operations, weaken our competitiveness, or result in high compliance costs. Additionally, the submission of certain documents to government agencies is mandatory. As we expand our sales and distribution networks and add retail stores in China, we cannot guarantee that these filings will be completed in a timely manner. If any of our existing or future branches fail to complete the necessary filings, they may be ordered to immediately rectify violations or face fines of up to 10,000 RMB. We cannot guarantee that we have met or will continue to meet all applicable laws and regulations. Furthermore, the Chinese government imposes restrictions on foreign ownership.

Therefore, future government actions, including interventions or influences on any decisions we make at any point in time, or controls on overseas securities offerings and foreign investments by issuers within China, may force us to make significant operational adjustments, potentially limit or completely hinder our ability to issue or continue issuing securities to investors, and/or may result in a substantial decline in the value of such securities or render them worthless.

Our board of directors is typically responsible for monitoring risks arising from cybersecurity threats (if any). Since our initial public offering (IPO), we have not encountered any cybersecurity incidents.

The Group collects and stores certain business and operational data, including information about its distributors and suppliers. Although we do not collect consumer or retail customer data, we are still subject to the data protection and cybersecurity laws and regulations applicable in China and any other jurisdictions where we operate. These laws regulate the collection, storage, use, and security of data and impose significant compliance obligations.

Although we have implemented data security measures to protect sensitive business information and comply with applicable laws, our systems remain vulnerable to cyberattacks such as hacker intrusions, malware, or phishing attacks. These threats may lead to unauthorized access, data breaches, or business disruptions. Cyberattacks targeting our contractors or third-party service providers could further increase the risk of data loss or misuse.

Data protection regulations in China and globally are becoming increasingly stringent and complex, with new requirements constantly being introduced, such as China’s Personal Information Protection Law (PIPL) and Data Security Law. Failure to comply with these or other evolving data protection laws may result in substantial fines, penalties, operational restrictions, and reputational damage.

Compliance with these laws requires sustained investments in security infrastructure, training programs, and monitoring systems. Furthermore, future regulatory changes in data protection laws—such as stricter requirements for data retention, transmission, or storage—may incur additional costs or operational adjustments. Failure to comply could result in investigations, enforcement actions, or restrictions on our data collection and usage capabilities, potentially harming our business operations, financial health, and overall performance.

While we are committed to complying with applicable data protection laws, uncertainties in their interpretation and enforcement, along with potential cybersecurity risks, may adversely affect our operations and reputation. Any significant data breach or failure to comply with data protection regulations could have substantial negative impacts on our business.

As of the reporting date of this annual report, we have not received any notification from authorities identifying us as operators of critical information infrastructure, or requiring us to undergo cybersecurity reviews or network data security reviews by the Cyberspace Administration of China, or obtaining licenses from the Cyberspace Administration of China. Given that we are not (i) engaged in activities that affect or may affect national security; (ii) operators of critical information infrastructure procuring network products and services that may affect national security; or (iii) operators of network platforms holding personal information data of over one million users. However, there remains uncertainty regarding how the “Cybersecurity Review Measures” and the “Security Review Draft” will be interpreted or implemented, and whether China regulatory authorities (including the Cyberspace Administration of China) will issue new laws, regulations, rules, or detailed implementation guidelines or interpretations related to the “Cybersecurity Review Measures” and the “Security Review Draft.” If any such new laws, regulations, rules, implementation guidelines, or interpretations come into effect, we expect to take all reasonable measures and actions to ensure compliance and minimize any adverse impacts caused by such laws.

Exchange rate fluctuations may result in foreign exchange conversion losses.

The exchange rate fluctuations of the RMB against the US dollar and other currencies are influenced by changes in Chinese government policies and largely depend on domestic and international economic and political conditions as well as supply and demand conditions in local markets. In July 2005, the Chinese government changed its decades-long policy of pegging the RMB to the US dollar, after which the RMB appreciated by more than 20% against the US dollar over the next three years. From July 2008 to June 2010, this appreciation trend ceased, and the RMB-to-US-dollar exchange rate remained within a narrow range. Since June 2010, the RMB-to-US-dollar exchange rate has experienced fluctuations, sometimes with significant and unpredictable volatility. With the development of foreign exchange markets and the advancement of interest rate liberalization and RMB internationalization, the Chinese government may announce further adjustments to the exchange rate regime in the future, and we cannot guarantee that the RMB will not appreciate or depreciate substantially against the US dollar. It is difficult to predict how market forces or China and the US government’s policies will affect the RMB-to-US-dollar exchange rate in the future.

Any depreciation of the Renminbi may adversely affect the value of our shares and dividends paid in foreign currencies. Additionally, we face challenges in identifying cost-effective tools to reduce foreign currency risk exposure. These factors could significantly impact our business operations, financial position, operational performance, and future prospects, while diminishing the foreign currency value of our shares and the dividends paid in foreign currencies.

Risks Related to Intellectual Property and Legal Litigation

We may face intellectual property infringement claims, which could entail substantial defense costs and potentially disrupt our business operations.

We cannot be certain that any aspect of our operations or business will not infringe upon or otherwise violate trademarks, patents, copyrights, proprietary technologies, or other intellectual property held by third parties in the past or in the future. In the future, we may from time to time face legal proceedings, claims, or penalties related to intellectual property rights held by others. Additionally, there may be third-party trademarks, patents, copyrights, proprietary technologies, or other intellectual property rights that we may have infringed without knowledge. The rights holders of such intellectual property may assert their rights against us in China, the United States, or other jurisdictions. If any third party files an infringement lawsuit, regardless of the validity of their claims, we may be forced to divert management time and other resources from our business and operations to address these lawsuits.

In addition, the application and interpretation of China’s intellectual property laws, as well as the procedures and standards for granting trademarks, patents, copyrights, know-how, or other intellectual property rights in China, continue to evolve and remain uncertain. We cannot guarantee that Chinese courts or regulatory authorities will endorse our analysis. If we are found to have infringed upon others’ intellectual property rights, we may face legal liabilities and penalties for the infringement, be prohibited from using such intellectual property rights, and may also be required to pay licensing fees or develop our own alternatives. Consequently, our business and operational performance may suffer significant adverse impacts.

We may not be able to prevent others from unauthorized use of our intellectual property rights, which could harm our business and competitive position.

We believe our trademarks, domain names, proprietary technologies, and similar intellectual property rights are crucial to our success. We rely on a combination of intellectual property laws and contractual arrangements, including confidentiality and non-compete agreements with employees and other personnel, to protect our proprietary rights. Despite these measures, any of our intellectual property rights may still be challenged, invalidated, circumvented, or infringed upon, or they may not be sufficient to provide us with a competitive advantage. For example, we regularly file trademark registration applications in China, but these applications may be delayed or unsuccessful and may be challenged by third parties. Due to China’s “first-to-file” trademark registration system and the existence of similar registered trademarks in the same categories, we may not be able to successfully register trademarks in these categories and face the risk of being deemed to infringe on third-party trademark rights. Additionally, for trademarks we have not registered in China, we may not be able to prevent third parties from using our brand. Other parties are also using trademarks similar to ours. We consider our trademarks to be essential to our business. We are filing revocation applications against certain existing trademarks held by third parties on grounds of insufficient use. However, we cannot guarantee the success of these applications or the successful registration of our trademarks.

If any third party files a trademark infringement lawsuit against us for using any unregistered trademarks, we may face civil and administrative liabilities under China’s Trademark Law. We may also be ordered to cease any products accused of or found to infringe upon the legitimate rights and interests of third parties, or to redesign our products or processes to avoid infringement claims, and to compensate such third parties for losses up to RMB 5 million, as well as be ordered to eliminate any negative impacts. Additionally, we may face various administrative liabilities, including but not limited to: if the illegal gains exceed RMB 50,000, a fine of up to five times the illegal gains may be imposed; if the illegal gains are less than RMB 50,000, a fine of RMB 250,000 may be imposed. Any such liabilities may disrupt our business operations and have a material adverse impact on our reputation, financial condition, and operating performance. Even if we successfully defend against such claims, legal proceedings may still result in substantial costs and divert management attention.

Meanwhile, intellectual property protection in China remains an evolving legal field. We cannot predict the future developments in this legal domain, including the enactment of new laws, amendments to existing laws, or their interpretations. As a result, we may fail to adequately protect our intellectual property rights, which could adversely affect our revenue and competitive position.

In China, the protection and enforcement of intellectual property rights often face difficulties. The application of relevant laws and regulations depends on judicial interpretations and enforcement, but due to the lack of clear legal guidance, their application may not be consistent. Counterparties may violate confidentiality and non-compete agreements, and we may not have sufficient remedies to address such breaches. As a result, we may not be able to effectively protect our intellectual property rights or enforce our contractual rights in China. Preventing unauthorized use of our intellectual property is both difficult and costly, and the measures we take may not be sufficient to prevent intellectual property theft. If we resort to litigation to enforce our intellectual property rights, such lawsuits may incur substantial costs and divert our management and financial resources. We cannot guarantee success in such lawsuits. Additionally, our trade secrets may be disclosed, obtained by competitors in other ways, or independently discovered by competitors. If our employees or consultants use intellectual property owned by others while working for us, it may lead to disputes regarding related proprietary technology and invention rights. Any failure in protecting or enforcing our intellectual property rights may have a significant adverse impact on our business, financial condition, and operating results.

We may not be able to adequately acquire or maintain our proprietary and intellectual property rights in data or technology.

We cannot guarantee that our employees, consultants, or other relevant parties will comply with confidentiality, non-disclosure, or invention transfer agreements, nor can we ensure the validity of such agreements in controlling access to and distribution of our products/services, specific aspects thereof, or proprietary information. Additionally, we may face third-party challenges to our ownership of intellectual property rights or inventorship claims that we assert as our own. For instance, such challenges might invalidate agreements signed with employees or consultants requiring intellectual property transfers to us, or conflict with their prior contractual obligations to transfer inventions to other employers, former employers, or third parties. While we rely on employment-related work clauses to establish ownership of intellectual property created by employees, certain types of intellectual property may require separate documentation to legally transfer ownership rights to us.

As our patents may expire without extension options, our patent applications could be denied approval. Our patent rights may face challenges including challenges, circumvention, invalidation, or restricted scope, potentially compromising their effectiveness in protecting our interests. More critically, we might fail to prevent others from developing or utilizing competing technologies, which could significantly adversely impact our business operations, financial health, and operational performance.

As of the date of this annual report release, we have registered 13 patents, 85 trademarks, and 6 software program copyrights in the Chinese mainland. Even if our patent applications are approved and we obtain corresponding patents, there remains uncertainty regarding whether these patents may face opposition, circumvention, or invalidation in the future. Additionally, rights under granted patents may not provide us with substantial protection or competitive advantages. The legal measures offered by these protections are limited, and competitors or others may acquire or utilize our intellectual property and proprietary information. Claims under any patent may not be sufficiently broad to prevent others from developing technologies similar to ours or achieving effects comparable to ours. Furthermore, others’ intellectual property may also prevent us from licensing or utilizing our patents. In the fields where we have developed and are developing products, there exists a significant number of patents owned by others and pending patent applications. These patents and patent applications may claim priority over our patent applications and may result in the invalidation of our patent applications. Finally, in addition to individuals who may claim priority, any of our existing patents or pending patent applications may be challenged by others if deemed invalid or unenforceable. Our success depends in part on our ability to acquire, maintain, expand, enforce, and defend the scope of our intellectual property. The patent application process is both costly and time-consuming. We may struggle to file, apply for, maintain, enforce, or license all necessary or desirable patents at reasonable costs, within reasonable timelines, or across jurisdictions where commercial protection holds value. In some cases, we might even fail to secure any protection for our proprietary rights. Any failure to obtain or sustain patent protection and other intellectual property safeguards for our products could significantly harm our business operations, financial health, and overall performance.

In addition to patented technologies, we also rely on our non-patented know-how, trade secrets, processes, and specialized expertise.

We rely on proprietary information—including trade secrets, technical know-how, and confidential data—to protect intellectual property that may not qualify for patents or where non-disclosure is deemed more appropriate. To safeguard such information, we typically enter into confidentiality agreements with employees, consultants, contractors, scientific advisors, and third parties, or incorporate non-disclosure clauses into consulting, service, or employment contracts. However, we cannot guarantee that all potential contacts with our trade secrets or proprietary information have signed such agreements. Even when agreements exist, they may be breached or fail to effectively prevent leaks, third-party infringement, or unauthorized use. Additionally, these agreements often have limited durations and may lack adequate remedies for unauthorized disclosures. Our protection capabilities for trade secrets used by third-party manufacturers and suppliers remain limited, and unauthorized leaks could result in loss of future protection. Furthermore, our proprietary information may be accessed by competitors or third parties conducting independent research. Disputes over ownership of technical know-how and inventions may arise when our employees, consultants, contractors, or third parties utilize third-party intellectual property while working for us. To enforce and define the scope of our proprietary rights, time-consuming and costly litigation may be required. Failure to obtain or maintain protection for our proprietary information could adversely affect our competitive business position. Furthermore, in certain markets where we operate, laws governing trade secret rights may provide minimal or no protection for our trade secrets. If any of our trade secrets are legally obtained or independently developed by competitors or third parties, we will have no legal means to prevent their use in competition. Any disclosure of trade secrets to competitors or third parties—whether lawful or not—along with their independent exploitation, could significantly impair our business operations, financial performance, and overall financial health.

We rely on physical and electronic security measures to protect our proprietary information, but we cannot guarantee that these safeguards provide adequate protection or that they will never be breached. There remains a risk that third parties may gain unauthorized access to our proprietary information, potentially leading to misuse or disclosure that could undermine our competitive advantage. We may fail to detect or prevent unauthorized access or use of our information by third parties, may not take appropriate and timely measures to mitigate damage, or may not be able to mitigate or remedy such damage.

Furthermore, third parties may independently discover our trade secrets and proprietary information. If any of our trade secrets are legally obtained or independently developed by competitors or third parties, we will have no legal right to prevent them from using such information to compete with us. Should any of our trade secrets be disclosed to competitors or third parties, or if they are independently developed by such entities, our competitive position would suffer significant adverse effects.

If our trademarks and trade names are not adequately protected, we may fail to establish brand awareness in target markets, and our business operations could be adversely affected.

Our registered or unregistered trademarks or trade names may be challenged, infringed, diluted, circumvented, or deemed generic names, or may be determined to infringe, misappropriate, or violate other trademarks. We may not be able to protect the rights of these trademarks and trade names, which are crucial for establishing recognition among potential partners or customers in target markets. During trademark registration procedures, our applications may be rejected. Although we have the opportunity to respond to such rejections, we may not be able to overcome them. If our trademarks are successfully challenged, we may be forced to rebrand our products, which could lead to loss of brand recognition and may require us to invest resources in promoting and marketing the new brand. Additionally, third parties may oppose pending trademark applications and seek to revoke registered trademarks. Opposition or revocation proceedings may be initiated against our trademarks, and our trademarks may not be preserved in these proceedings. Furthermore, in many countries, owning and maintaining trademark registrations may not provide adequate defense against subsequent infringement claims by prior trademark owners. Some trademarks used in other parts of the world under the “CFI” brand have not been registered in China. If we inadvertently use these trademarks in China, we may face litigation or claims, which could result in substantial costs, negative publicity, and divert resources and management attention.

We may fail to acquire, protect, or enforce our rights to trademarks and trade names that are critical for establishing brand recognition among potential partners or customers in target markets. Competitors or third parties may sometimes adopt similar trade names or trademarks, which could hinder our ability to build brand identity and lead to market confusion. Additionally, owners of other registered trademarks or trademarks containing variants of our registered or unregistered trademarks and trade names may file potential claims for infringement, misappropriation, dilution, or other violations. Our efforts to obtain, enforce, or protect exclusive rights related to trademarks, trade names, domain names, or other intellectual property may prove futile, resulting in substantial costs, resource allocation inefficiencies, and adverse impacts on our business operations, financial health, operational performance, and future prospects.

Risks Associated with Our Securities

The sale of our securities by our holders may result in a significant decline in the market price of our securities, even if our business operations are performing well.

Under the Lock-up Agreement executed during the merger between CFI and Iron Horse, major shareholders of CFI and relevant securities holders will be subject to restrictions on selling any CFI common shares they receive or hold upon agreement, with these restrictions expiring six months after the agreement takes effect. Upon expiration of the lock-up period and upon either the effectiveness of CFI’s registration statements submitted under the Registration Rights Agreement or compliance with Rule 144 requirements, certain CFI shareholders may sell substantial quantities of CFI common shares through public markets or private negotiations. Such transactions could exacerbate stock price volatility or exert significant downward pressure on CFI’s common stock prices.

The trading prices of our common shares and warrants may experience significant fluctuations, which could be influenced by various factors beyond our control, including but not limited to:

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Actual or expected fluctuations in our financial condition or operating performance;

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Differences between our financial performance and the expectations of securities analysts;

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Changes in our projected operating and financial performance;

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Changes in laws and regulations affecting our business, customers, suppliers, or our industry;

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We or our competitors announce the launch of new products and services;

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Our ability to continuously innovate and promptly bring products to market;

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We are involved in actual or potential litigation or regulatory investigations;

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Negative publicity about us, our products or our industry;

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Changes in senior management or key personnel;

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We or our competitors announce new investments, acquisitions, strategic partnerships, or joint ventures;

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Our sale of securities by us, our shareholders, or warrant holders, and expectations regarding the lifting of lock-up periods;

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Overall economic, political, regulatory, industry and market conditions;

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Natural disasters or major catastrophic events; and

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Other events or factors, including those caused by war, terrorist incidents, natural disasters, pandemics or responses to these events.

These and other factors may cause significant fluctuations in the market prices and demand for our common stock and warrants, which could limit or prevent investors from easily selling their shares and potentially negatively impact the liquidity of our common stock and warrants in other ways.

Warrants can be converted into common stock, which increases the number of shares available for resale in the open market and results in diluted shareholder equity.

Under the terms of the warrant agreements governing these securities, a total of 2,457,000 warrants may be exercised. The outstanding warrants represent approximately 4.7% of our currently outstanding common shares. The exercise price of the warrants is set at $11.50 per share, subject to adjustment. If exercised, such warrants will trigger additional common share issuance, resulting in diluted equity for existing shareholders and increased share availability for resale in the open market. Significant sell-offs of these warrants or the possibility of their exercise may adversely affect the market price of common shares. However, there is no guarantee that these warrants will remain in the money before maturity, and they may become worthless upon expiration.

ITEM 1B. UNRESOLVED STAFF COMMENTS

~~Not applicable~~None.

ITEM 1C. CYBERSECURITY

We are a SPAC with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our Board is generally responsible for the oversight of risks from cybersecurity threats, if there is any. We have not encountered any cybersecurity incidents since our IPO.Administration

The Board of Directors of our company is responsible for overseeing cybersecurity-related risks. The Board shall: (i) monitor the disclosure of cybersecurity matters in current or periodic reports; (ii) review quarterly updates on significant cybersecurity incidents or major threat risks submitted by management, along with any resulting disclosure issues; and (iii) examine cybersecurity disclosures in the annual report (Form 10-K) filed by management.

At the managerial level, our cybersecurity team is responsible for monitoring and mitigating cybersecurity risks, including those associated with third-party service providers. The team investigates and responds to any suspicious activities within our data environment. Upon identifying significant cybersecurity threats or incidents, our cybersecurity team reports them to the head of the Information Technology and Cybersecurity Department, who assumes responsibility for managing risks related to such major cybersecurity incidents and oversees preventive, mitigation, and remediation measures. The head of our IT and Cybersecurity functions must report the status of significant cybersecurity threats, major cybersecurity incidents, or other relevant risks to the Board of Directors and, when necessary, discuss disclosure matters with the Board regarding critical cybersecurity threats or incidents. The head of IT and Cybersecurity functions possesses extensive experience in cybersecurity, with specialized expertise in cybersecurity risk management and compliance.

In the event of a cybersecurity incident, our cybersecurity team will immediately assemble personnel to conduct an internal assessment. If further analysis determines that the incident may constitute a major cybersecurity breach, our cybersecurity team will promptly report the incident and evaluation results to the heads of our IT and cybersecurity departments, and engage external legal counsel for consultation when appropriate. Prior to public disclosure, our management team must prepare disclosure materials regarding the cybersecurity incident for review and approval by the board of directors.

Risk Management and Strategies

We have implemented comprehensive procedures to ensure effectiveness in cybersecurity management, policies, governance, and reporting of cybersecurity risks. Additionally, we have integrated cybersecurity risk management into our overall enterprise risk management system.

We have established a comprehensive cybersecurity threat defense system to address both internal and external threats. This system covers multiple layers including network security, host security, and application security, integrating systematic capabilities such as threat defense, monitoring, analysis, response, deception, and countermeasures. We are committed to managing cybersecurity risks and protecting sensitive information through various approaches, including technical safeguards, procedural requirements, a robust program for monitoring our enterprise networks and applications, continuous testing of internal and external security vendors across all aspects of security posture, a well-established incident response program, and regular employee training. Our cybersecurity team conducts regular monitoring of application operations, platform status, and infrastructure health to enable rapid response to potential issues, including emerging cybersecurity threats.

As of the reporting date of this annual report, we have not experienced any major cybersecurity incidents, nor have we identified any significant cybersecurity threats that have affected or could reasonably affect the Company, its business strategies, operational results, or financial condition.

Governance

Our cybersecurity risk assessment and management processes are implemented and maintained by a third-party service provider reporting to the Company’s management. Management is also responsible for integrating cybersecurity considerations into our overall risk management strategy, communicating key priorities to employees, approving budgets, helping to prepare for cybersecurity incidents, approving cybersecurity processes, reviewing security assessments and making required disclosures. Management participates in cybersecurity incident response efforts by being a member of the incident response team and helping direct our response to cybersecurity incidents.

Our board of directors addresses our cybersecurity risk management as part of its general oversight function. The Audit Committee of the board of directors is responsible for overseeing our cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats.

ITEM 2. PROPERTIES

WeOne doof ~~not~~our ~~own~~primary ~~any real estate~~office orlocations ~~other~~is ~~physical~~situated ~~properties~~at ~~materially~~2506 ~~important~~Lake toTowuka ~~our~~Post ~~operations.~~Office ~~We maintain our principal executive offices at P.O.~~ Box ~~2506~~, ~~Toluca Lake~~California, ~~California~~with postal code 91610, and telephone number is (310) 290-5383. The cost ~~for~~of this office space is provided ~~to us~~ by our sponsor, Bengochea SPAC Sponsors I LLC, as part of the $12,000 ~~per~~monthly ~~month payment we make to it for~~ office space and related ~~services. We consider our current office space~~ ~~adequate~~service ~~for~~fees ~~our~~we ~~current~~pay ~~operations~~to them.

In addition, we have offices in Zhuhai, Guangdong and Daqing, Heilongjiang, China, and have established a production base in Duerbote Mongolian Autonomous County, Daqing City, Heilongjiang Province.

Property Name	Address	Area	Use	Own/Lease	Lease Expiration
Primary Office	19th Floor, Zhuhai Hengqin Cross-border E-commerce (Huafa) Innovation Industrial Park	2,247.34 square meters	Headquarters	Lease	31 December 2027

Factory Building	Deligor Industrial Park, Durbert Town	The land area is 18,000 square meters. The building area of the house is 4,026.36 square meters.	R&D, Production, Office	Own (50 year term)	30 September 2056

We believe our existing facilities are generally adequate to meet current needs, but anticipate that additional space will be sought in response to future growth requirements.

ITEM 3. LEGAL PROCEEDINGS

OnWe ~~January 4,~~have ~~2024, the Company initiated~~ a ~~lawsuit~~limited ~~against~~operating history. ~~Omnia~~Currently, ~~Global~~we ~~a/k/a~~are ~~Omnia~~not ~~Schweiz~~involved ~~GmbH~~in, ~~Daniel~~nor ~~Hansen,~~are ~~Mette~~we ~~Abel~~aware ~~Hansen,~~of ~~and~~any ~~James~~threats ~~Mair Findlay (collectively~~of, ~~“Omnia”)~~ bylegal ~~filing~~or aadministrative ~~complaint~~proceedings ~~in the U.S. District Court for the Southern District of New York~~that, ~~Case~~in ~~No. 1:24-cv-00048~~management’s ~~alleging~~opinion, ~~that~~would ~~Omnia~~have ~~had~~a ~~breached~~material ~~the~~adverse ~~Pre-Purchase~~effect ~~Agreement~~on byour ~~and~~business, ~~between~~financial ~~the~~condition, ~~Company~~cash ~~and Omnia~~flow, ~~dated~~or asoperating ofresults. ~~May 12~~However, ~~2023.~~as ~~The~~our ~~Company~~business ~~and~~grows, ~~Omnia~~we ~~have~~may ~~agreed~~from time to antime ~~amicable~~become ~~resolution~~involved ofin ~~the~~legal ~~lawsuit~~or onadministrative ~~mutually~~proceedings ~~acceptable~~in ~~terms~~the ~~and~~ordinary ~~without~~course ~~admission~~ of ~~fault~~business, byincluding ~~any party.~~those Onrelated ~~March 11,~~to ~~2024,~~intellectual ~~the~~property ~~Company~~infringement, ~~settled~~third-party anlicense ~~outstanding~~violations, ~~lawsuit~~contract ~~against~~disputes, ~~Omnia~~ and ~~the~~labor ~~sponsor~~or ~~received~~employment ~~the~~claims. ~~net lawsuit settlement amount~~Any ofsuch ~~$206~~proceedings,~~500~~ onif ~~behalf of the Company ($295~~significant,~~000~~ ~~gross~~could ~~settlement~~have ~~less~~a ~~$88,500~~material ~~legal~~adverse ~~fees~~effect ~~incurred).~~on Asour ~~of September 30~~business, ~~2024~~financial condition, ~~all payments~~cash ~~due~~flow, ~~pursuant~~or tooperating ~~the settlement have been made~~results.

Other than the above-mentioned (and now settled) lawsuit against Omnia, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding in the 12 months preceding the date of this Annual Report.

ITEM 4. MINE SAFETY DISCLOSURES

Not ~~Applicable~~applicable.

1121

~~part~~ PART II

~~Our~~Common ~~units~~Stock began to trade on the Nasdaq Global Market under the symbol “IROHU” on December 29, 2023. The shares of common stock, warrants and rights comprising the units began separate trading on NASDAQ on February 16, 2024, under the symbols “IROH,” “IROHW” and “IROHR,” respectively.

~~Holders~~Our Common Stock is listed on the Nasdaq Stock Market LLC (the “Nasdaq”) under the symbol “UCFI”. On October 1, 2025, the day on which the Trading Halt occurred, the intraday trading price of ~~Record~~our Common Stock was $5.51.

AsStockholders of February 21, 2025, there were 8,867,000 (inclusive of shares included in our units) of our shares of common stock issued and outstanding, held by a total of four (4) record holders. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.Record

As of March 31, 2026, we have issued and held a total of 52,234,983 ordinary shares (including shares held by our entity), which are held by eleven (11) registered holders. The number of registered holders is determined based on records of our transfer agents and excludes beneficial owners holding ordinary shares under the names of securities brokers, dealers, or registered settlement institutions.

Dividend Policy

WeAs ~~have~~of ~~not~~the ~~paid~~reporting ~~any~~date ~~cash~~of ~~dividends~~this onannual ~~our~~report, ~~common~~we ~~stock~~have toneither ~~date~~declared ~~and~~nor dopaid ~~not intend to pay~~ cash dividends, ~~prior~~nor tohave ~~the~~we ~~completion~~made ~~of our initial business combination. The payment of cash dividends after consummation of our initial business combination will depend upon revenues and earnings, if~~ any, ~~capital requirements and general financial condition subsequent to completion of a business combination~~distributions. ~~Further,~~We ifdo wenot ~~incur~~intend ~~any indebtedness, our ability~~ to ~~declare~~ announce dividends ~~may~~or bemake ~~limited~~distributions byin ~~restrictive~~the ~~covenants~~near wefuture. ~~may~~Any ~~agree~~decision toregarding inthe ~~connection therewith. The~~ payment of ~~any~~ dividends ~~subsequent~~ toon aour ~~business~~common ~~combination~~stock will be ~~within~~made ~~the~~solely by ~~discretion of~~ our Board of Directors atand ~~such~~shall ~~time.~~be Itgoverned isby ~~the~~applicable ~~present intention of our Board of Directors to retain all earnings~~laws, ifdepending ~~any,~~on ~~for use in~~ our ~~business~~financial ~~operations and~~condition, ~~accordingly~~operating results, ~~our~~capital ~~Board of Directors~~requirements, ~~does~~overall ~~not~~business ~~anticipate declaring any dividends in the foreseeable future. In addition~~performance, ~~our Board of Directors is not currently contemplating~~ and ~~does~~other ~~not~~factors ~~anticipate~~deemed ~~declaring~~relevant ~~any~~by ~~stock dividends in~~ the ~~foreseeable future~~Board.

~~Securities~~As ~~Authorized~~a ~~for~~holding ~~Issuance~~company, we may rely on dividends from subsidiaries to meet cash needs, including any dividends paid to their shareholders. Our subsidiaries’ ability to pay dividends or make distributions to us may be restricted by applicable laws and regulations, their own liabilities, and the instruments used to manage such liabilities. The primary limitations on our mainland China subsidiaries’ ability to pay dividends to overseas entities include: (i) Mainland China subsidiaries may only pay dividends from their accumulated after-tax profits after meeting statutory conditions and procedures (if any) determined under mainland China accounting standards and regulations; (ii) Each mainland China subsidiary must annually (if any) set aside at least 10% of its after-tax profits to replenish specific reserve funds until the cumulative amount reaches 50% of its registered capital; (iii) Mainland China subsidiaries must complete specific procedures related to foreign exchange controls before paying foreign currency dividends; and (iv) When paying dividends, mainland China subsidiaries must withhold taxes at a rate not exceeding 10%. Under ~~Equity~~British Virgin Islands law, although there are no foreign exchange control regulations or currency restrictions, ~~Compensation~~we ~~Plans~~are still subject to certain limitations on dividend distributions to shareholders under British Virgin Islands law, namely that dividends can only be paid from profit or equity premium accounts, and provided that, in no event, dividend payments would result in our inability to repay maturing debts in daily operations after the dividend payment date.

Warrant Holders of Record

As of March 31, 2026, we have issued and held a total of 9,357,000 shares of warrants (including shares held by our entity), which are held by fifteen (15) registered holders. The number of registered holders is determined based on records of our transfer agents and excludes beneficial owners holding warrant shares under the names of securities brokers, dealers, or registered settlement institutions.

Unregistered Sales of Equity Securities; Use of Proceeds from Registered Offerings

None.

Recent Sales of Unregistered Securities

None.

Use of Proceeds

On December 29, 2023, the Company consummated its IPO of 6,900,000 units, which amount includes a partial exercise of the underwriters’ over-allotment option for 800,000 units and 100,000 units registered under a separate registration statement on Form S-1MEF. Each Unit consists of one share of common stock, one full warrant, and one right to receive one-fifth (1/5) of one share of common stock upon the consummation of an initial business combination. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $69,000,000.

A total of $69,000,000 of the net proceeds from the sale of Units in the initial public offering and the Private Placement was placed in a trust account established for the benefit of the Company’s public stockholders.

In connection with the closing of the IPO, we consummated the Private Placement with the sponsor of 2,457,000 private warrants, generating total proceeds of $2,457,000. The private warrants were issued pursuant to an exemption from registration under the Securities Act of 1933, as amended pursuant to Section 4(2) of the securities Act.

The private warrants are identical to the warrants sold as part of the public units in our IPO. Additionally, the sponsor agreed not to transfer, assign or sell any of the private warrants or underlying securities (except in limited circumstances, as described in our Prospectus) until 180 days after the completion of our initial business combination. The sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the private warrants.

As of February 19, 2025, a total of $73,013,605 was held in a Trust Account established for the benefit of the Company’s public stockholders.

We paid a total of $586,500 in underwriting discounts and commissions (not including the deferred underwriting commission payable at the consummation of our initial business combination.

For a description of the use of the proceeds generated in our IPO, see Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of this Form 10-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 6. [RESERVED]

None.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of ~~the Company~~CFI’s financial condition and results of operations should be read in conjunction with our audited consolidated financial statements ~~and~~for the ~~notes~~year ~~related~~ended ~~thereto~~December 31, ~~which~~2025 ~~are~~and ~~included~~2024, inand ~~“Item~~the 8.notes ~~Financial~~related ~~Statements~~thereto ~~and~~which ~~Supplementary~~are ~~Data”~~included ofelsewhere in this ~~Annual~~ Report ~~on Form 10-K~~. 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”, ~~and~~ “Risk ~~Factor Summary,~~Factors”, and elsewhere in this ~~Annual~~ Report ~~on Form 10-K~~.

In this section, “we”, “us”, “our” and “CN Healthy” refer to CN Healthy Food Tech Group Corp., a holding company, and its wholly owned subsidiaries.

Overview

WeOn ~~are~~September a30, ~~blank~~2025, ~~check company~~Iron ~~formed~~Horse ~~under~~announced the ~~laws~~completion of ~~the~~its ~~State~~business ofmerger ~~Delaware~~with onRosy ~~November 23~~Sea, ~~2021, whose business purpose is to effect~~ a ~~merger,~~company ~~capital~~based ~~stock exchange,~~in ~~asset~~the ~~acquisition,~~British ~~stock~~Virgin ~~purchase,~~Islands. ~~reorganization~~Rosy orSea ~~similar~~is ~~business~~the ~~combination~~parent company ~~with~~of ~~one or more businesses~~CFI. WeThe ~~intend~~merged ~~to effectuate~~new ~~our~~company ~~initial~~will ~~business~~be ~~combination~~renamed ~~using~~as ~~cash~~CN ~~from~~Healthy ~~the~~Food ~~proceeds~~Tech ofGroup ~~the~~Corp. ~~IPO~~ and ~~the~~listed ~~sale~~on of the ~~Private~~NASDAQ ~~Placement~~market ~~Warrants~~on ~~(as~~October ~~defined below)~~1, ~~our~~2025 ~~capital~~under the stock, ~~debt~~codes or“UCFI” ~~a combination of cash, stock~~ and ~~debt~~“UCFIW”.

OnCN ~~December~~Healthy ~~29,~~Food ~~2023,~~Tech weGroup ~~consummated~~Corp. ~~our~~is ~~IPO”)~~a ofcomprehensive ~~6,900,000~~enterprise ~~Units,~~integrating ~~which~~grain ~~includes~~biotechnology ~~the~~and ~~partial~~health ~~exercise~~product byresearch ~~the~~and ~~underwriters~~development, ofproduction, ~~their~~and ~~over-allotment option~~sales, infocusing on the ~~amount~~deep processing of ~~800,000~~grain ~~Units,~~raw atmaterials ~~$10~~into green ecological products.00 ~~per~~Our ~~Unit,~~corporate ~~generating~~vision ~~gross~~is ~~proceeds~~to ofcreate ~~$69,000,000~~a healthy world through AI technology and biotechnology. ~~Simultaneously~~The ~~with~~product ~~the~~advocates ~~closing~~a ofgreen, ~~the~~healthy, ~~IPO~~international, and popular consumption concept, which weis ~~consummated~~widely welcomed by the ~~sale~~market. ofThe ~~2,457,000~~group ~~warrants~~is (based on the “~~Private~~big ~~Placement~~health ~~Warrants~~food industry”), atmainly aengaged ~~price~~in the distribution of natural ~~$1.00~~grain ~~per~~health ~~Private~~food ~~Placement Warrant~~channels, inproviding asafe ~~private~~and ~~placement~~reliable tonutritional ~~the~~protection ~~sponsor,~~for ~~generating~~health ~~gross~~conscious ~~proceeds of $2,457,000~~consumers.

~~Following~~Our ~~the~~business ~~IPO~~began ~~and~~in ~~the~~May 2024, ~~sale~~and ofby ~~the~~December ~~Private~~31, ~~Placement~~2025, ~~Warrants~~our main products include cordyceps peptide selenium powder, aBaofei ~~total~~granule ofextract ~~$69~~plant drink,~~000~~ Yancui peptide selenium powder,~~000~~ ~~was~~Ganoderma ~~placed~~lucidum inand ~~the~~matsutake ~~Company’s~~peptide ~~Trust~~selenium ~~Account~~powder, ~~with~~ginseng ~~Continental~~peptide ~~Stock Transfer~~selenium &powder, ~~Trust~~collagen ~~Company~~peptide ~~acting~~prebiotic drink, asplant ~~trustee~~essential ~~(the~~oil, ~~“Trust~~and ~~Account”)~~Shangshangyi Congee. We ~~incurred~~manage ~~$4,651,705~~our ofbusiness ~~transaction~~in ~~expenses~~two inoperational ~~connection with~~departments: ~~the~~offline ~~IPO~~dealer sales and ~~the~~online live ~~sale~~streaming ofsales. ~~the~~Among ~~Private~~them, ~~Placement~~offline ~~Warrants,~~dealer ~~consisting~~sales ofmainly ~~$586~~rely on our extensive dealer channels for distribution,~~500~~ ofand ~~cash~~online ~~underwriting~~live sales ~~fees~~mainly sell goods and services through digital coupons through e-commerce and social platforms such as Douyin, $2Meituan,~~518~~ Kuaishou,~~500~~ etc. As of ~~deferred underwriting~~December ~~fees~~31, 2025 and $12024,~~546~~ offline dealer sales accounted for approximately 86.2% and 94.0% of the consolidated revenue,~~705~~ respectively, while online live streaming sales accounted for approximately 13.8% and 6.0% of ~~other~~the ~~offering~~comprehensive ~~costs~~revenue, respectively.

WeRecent ~~expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.~~Developments

~~On September~~After ~~29,~~our ~~2024, the Company entered~~company ~~into~~was alisted ~~business~~on ~~combination agreement (~~the ~~“Business Combination Agreement”), dated as of September 27,~~NASDAQ ~~2024,~~Stock ~~with~~Exchange ~~Rosey~~(hereinafter ~~Sea~~referred ~~Holdings~~to ~~Limited,~~as ~~a company incorporated and existing under the laws of the British Virgin Islands (~~“~~Seller~~NASDAQ”) ~~and~~ ~~the~~on ~~owner~~October of1, ~~100%~~2025, ofwe ~~the~~received ~~issued~~a ~~and~~notification ~~outstanding~~from ~~capital~~NASDAQ ~~stock~~that ofthey ~~Zhong~~have received ~~Guo Liang Tou Group Limited,~~ a ~~company~~notification ~~incorporated~~from ~~and existing under~~ the ~~laws~~staff of the ~~British~~China ~~Virgin~~Securities ~~Islands~~Regulatory Commission (~~the~~hereinafter ~~“Target”),~~referred ~~pursuant~~ to ~~which~~as ~~the~~“CSRC”) ~~Company will purchase from Seller the ordinary~~that ~~shares of~~ the ~~Target~~review inprocess ~~exchange~~ for ~~shares~~our ofcompany’s ~~Common~~listing ~~Stock,~~in ~~as a result of which~~ the ~~Target~~United ~~will~~States ~~become~~has anot ~~wholly~~been ~~owned~~completed. ~~subsidiary~~Accordingly, ~~of the~~Nasdaq ~~Company.~~has ~~Depending~~suspended on the ~~number~~ trading of ~~shares~~our ofcommon ~~Common~~stock ~~Stock~~and ~~that~~warrants, ~~the~~pending ~~holders elect to have the Company redeem in connection with the proposals presented at the Company~~Nasdaq’s ~~meeting~~verification ~~of stockholders to approve the Business Combination Agreement~~ and ~~the~~clarification ~~transactions contemplated~~of ~~thereby and by~~ the ~~related~~relevant ~~agreements~~matters ~~and~~with ~~certain~~our ~~related~~company. ~~matters~~As ~~(collectively,~~of the date ~~“Transactions”),~~of ~~the~~issuance ~~Company will~~of ~~issue~~this ~~between 40~~report,~~988,000~~ ~~and~~our ~~47,888,000~~company ~~shares~~has ofsubmitted ~~Common~~relevant ~~Stock~~supporting documents to ~~Seller~~NASDAQ ~~pursuant~~and tois ~~the~~awaiting ~~Business~~further ~~Combination~~notification from ~~Agreement~~NASDAQ.

OnWe ~~October~~need ~~14,~~to ~~2024,~~complete the filing ~~Company~~procedures ~~issued~~related ~~unsecured~~to ~~promissory~~this ~~note~~corporate tomerger with the ~~Target~~China toSecurities ~~pay~~Regulatory orCommission ~~cause~~in toaccordance bewith ~~paid,~~ the ~~Acquiror~~requirements ~~Transaction~~of ~~Expenses,~~the “Overseas asListing ~~may~~Application beRules” ~~incurred from~~before ~~time~~its tosecurities ~~time~~are ~~and~~listed ason ~~such~~NASDAQ. ~~expenses~~We ~~become~~submitted ~~due~~the ~~and~~necessary ~~payable.~~documents ~~This~~related to ~~loan~~this iscorporate ~~non-interest~~merger ~~bearing,~~to ~~unsecured~~the ~~and~~China ~~repayable~~Securities ~~upon~~Regulatory ~~the~~Commission ~~date~~ on ~~which~~December ~~the~~21, ~~Company~~2024. ~~consummates~~On ~~its~~March ~~initial~~19, ~~business~~2025, ~~transaction~~the orChina Securities Regulatory Commission requested supplementary materials, atand we subsequently submitted the ~~Company’s~~supplementary ~~discretion,~~materials ifon ~~funds~~April ~~allow~~2, 2025. As of ~~December~~the date ~~31,~~of ~~2024,~~disclosure ~~there~~of ~~was~~this ~~$425~~year’s report,~~013~~ ~~outstanding~~we ~~under~~have not yet obtained the ~~promissory~~filing ~~note~~notice from the China Securities Regulatory Commission.

On December 4, 2024, the Company issued an extension note to the Target to fund the Company’s extension, which extends the period of time to complete a Business Combination to March 29, 2025. As of December 31, 2024, there was $229,770 outstanding under this note reported in Loan Payable in the accompanying audited balance sheets.23

~~The~~We ~~consummation~~issued ofan ~~the~~interest-free ~~Transactions~~promissory isnote ~~subject~~of $1,000,000 to ~~the~~non-affiliated ~~satisfaction~~lender ofJiao ~~customary~~Yanjun ~~closing~~on ~~conditions~~September 29, ~~including~~2025. ~~the~~On ~~effectiveness~~September of30, ~~the~~2025, ~~registration~~an ~~statement~~interest-free promissory ~~that~~note ~~the~~for ~~Company~~$2,018,000 iswas ~~required~~issued to ~~file~~Underwriter ~~with~~D. Boral Capital, LLC. On September 30, 2025, an interest-free promissory note of $1,421,343 was issued to the ~~SEC~~Sponsor Bengochea SPAC Sponsors I LLC. The promissory note company has repaid $1,014,000 ~~required~~in ~~Nasdaq~~the current year, and ~~regulatory~~as of ~~approvals~~December 31, ~~and~~2025, the ~~approval~~outstanding balance of the ~~Business~~promissory ~~Combination~~note is $454,690. The three notes have all matured, and as of December ~~Agreement~~31, 2025, a default interest of de minimis has been incurred, which is relatively insignificant compared to the ~~Transactions~~overall ~~and~~financial ~~other~~statements. The ~~required~~company ~~shareholder~~is ~~proposals~~currently bynegotiating with all parties to extend the ~~Company’s~~expiration ~~stockholders~~date.

We have established our own production base in September 2025 and officially put it into operation in October. This production base focuses on producing high-end health foods, including Yancui Peptide Selenium Powder, Lingzhi Matsutake Peptide Selenium Powder, and Shanshen Peptide Selenium Powder. Our core products are gradually being self-produced and sold, providing a stable foundation for long-term sustainable operation.

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 at a point in time, when ownership and control have been transferred to the customer. Revenue is reported net of variable consideration, including applicable discounts, estimated returns, allowances, estimated refunds, and service fees.

Revenue from our wholesale distribution segment is comprised of sales of inventories to distributors, and includes shipping and handling charges billed to the distributor. 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, 2025 and 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.

Revenue from our live-stream sales segment is comprised of sales of digital coupons to customers for goods or services (or for 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 are recorded when incurred and consist of three components — selling expenses, general and administrative expenses and research and development expenses.

Selling Expenses consist 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.

General and Administrative Expenses 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, amortization of shares issued for services to certain consultants, rent, utilities, professional fees, travel and entertainment, recruiting, maintenance, certain technology costs and other general corporate costs.

Research and Development Expenses consist primarily of compensation expense, including employee benefits, material costs, testing costs and other expenses related to our investment in the development of new products and services.

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 adjustment results from the translation of the financial statements from an entities functional currency to our reporting currency is reported in other comprehensive income.

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 Report 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 CN Healthy.

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

Since our own production base was put into operation in October 2025, our core products have gradually achieved self production and self sales, and the proportion of self production is expected to gradually increase. At present, we still have some products manufactured through OEM or purchased from suppliers. We consider the cooperating manufacturers and suppliers as key partners in the product development process, who are crucial to the group’s supply chain and provide important products to support the group’s continued operation and development. The procurement department rigorously screens suppliers through on-site assessments of their scale, technical capabilities, production capacity, and delivery cycles to ensure they meet the group’s quality standards.

Supplier Arrangement

Since our own production base was put into operation in October 2025, it has solved the supply problems of three main products, ensuring the stability and timeliness of product delivery. With the release of internal production capacity, our dependence on a single or a few external suppliers and the risk of supplier concentration have been effectively alleviated, reflected in a decrease in the number and proportion of suppliers with procurement volume exceeding 10%. This structural optimization has reduced our dependence on specific suppliers and effectively dispersed the risk of supply chain disruptions that may arise from single supplier production capacity, quality, or delivery issues.

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.

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.

A discrete event impacting a specific supplier, 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.

Results of Operations

WeThe ~~have~~following ~~neither~~table ~~engaged~~summarizes in any operations nor generated any revenues to date. Our only activities from November 23, 2021 (inception) through December 31, 2024 were organizational activities and those necessary to prepare for the IPO and, subsequent to the IPO, identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our ~~initial~~results ~~business combination. We generate non-operating income in the form~~ of ~~interest~~operations ~~income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (~~for ~~legal,~~years ~~financial~~ended ~~reporting,~~December ~~accounting and auditing compliance)~~31, as2025 ~~well as for due diligence expenses in connection with searching for an appropriate target for,~~ and ~~completing, a business combination.~~2024:

	For the Years Ended December 31						%
	2025			2024			Change
Revenues, net	$	27,759,850		$	11,346,907			144.6	%
Costs of revenue		(9,343,452	)		(3,803,068	)		145.7	%
Gross profit		18,416,398			7,543,839			144.1	%
Total operating expenses		6,637,959			2,001,938			231.6	%
Operating income		11,778,439			5,541,901			112.5	%
Total other income, net		541,691			67,136			706.9	%
Income before income taxes		12,320,130			5,609,037			119.6	%
Provision for income tax		(3,907,611	)		(1,613,034	)		142.3	%
Net income	$	8,412,519		$	3,996,003			110.5	%
Other comprehensive income (loss)		757,967			(120,722	)		727.9	%
Comprehensive income	$	9,170,486		$	3,875,281			136.6	%

For the year ended December 31, 2024, we had net income of $1,375,819, which consists of change in fair value of overallotment liability of $11,135, gain on lawsuit settlements of $295,000 and interest earned on marketable securities held in the Trust Account of $3,526,053, partially offset by formation and operating costs of $1,709,829 and provision for income taxes of $746,540.Revenue

~~For~~Total revenue for the year ended December 31, ~~2023~~ 2025 was $27.8 million, wecompared ~~had~~to a$11.3 ~~net~~million ~~loss~~for the same period in 2024, an increase of $~~308~~16.5 million,~~792,~~ ~~which~~or ~~consists~~144.6%. Growth offor ~~formation~~the ~~and~~period ~~operating~~was ~~costs~~driven by our life cycle with four additional months of ~~$309~~revenue generating activities during the year ended December 31,~~018,~~ ~~partially~~2025 ~~offset~~as bycompared to the ~~income~~same ~~tax~~period ~~benefit~~in 2024. We also implemented strategic promotional campaigns and new product launches ofto ~~$226~~reach new customers and increase business with existing customers to drive revenue growth.

Cost of Revenue

Total cost of revenue for the year ended December 31, 2025 was $9.3 million, compared to $3.8 million for the same period in 2024, an increase of $5.5 million, or 145.7%. The increase was primarily driven by a 126.0% increase in revenue from our wholesale distribution segment and the introduction of digital coupons for goods from our live-stream sales segment during 2025. These increases were partially offset by costs savings attributed to bringing production in-house during the fourth quarter of 2025.

Operating Expenses

Total operating expenses for the year ended December 31, 2025 were $6.6 million, compared to $2.0 million for the same period in 2024, an increase of $4.6 million, or 231.6%. The increase was attributable to our focus to scale and grow our business as business operations generated cash flows enabling us to hire additional employees, establish a sales and marketing function, and establish a research and development function that facilitated additional growth in both our customer base and our product offerings. Our operating expenses also increased as a result of certain costs associated with the Business Combination and costs attributed to becoming a public company during September 2025 including, $2.0 million of expenses associated with management advisory services, $0.34 million of additional insurance expense, and $0.09 million of additional audit fees incurred during the year ended December 31, 2025 that were not incurred during the same period in 2024.

Other Income, net

Total other income, net for the year ended December 31, 2025 was $0.5 million, compared to less than $0.1 million for the same period in 2024, an increase of $0.5 million, or 706.9%. The increase was primarily driven by increased cash balances from operations to hold in deposit accounts and generate interest income.

Provision for Income Tax

The provision for income tax for the year ended December 31, 2025 was $3.9 million, compared to $1.6 million for the same period in 2024, an increase of $2.3 million, or 142.3%. The increase in the provision for income tax was attributable to the increase in revenue, offset by the increase in cost of revenue, operating expenses and other income.

Liquidity and Capital Resources

For the year ended December 31, 2024, cash used in operating activities was $1,012,960. Net income of $1,375,819 was affected by the change in fair value of the overallotment liability of $11,135, and interest earned on marketable securities held in the Trust Account of $3,526,053. Changes in operating assets and liabilities provided $1,148,409 of cash from operating activities.Overview

~~For~~Historically, ~~the~~our ~~year ended December 31,~~primary ~~2023,~~uses of cash ~~used~~have inbeen ~~operating~~to ~~activities~~finance ~~was~~working ~~$83,200.~~capital ~~Net~~needs ~~loss~~and ofto ~~$308,792~~make ~~was~~deposits ~~affected~~with bycertain ~~payment~~ of ~~office~~our ~~expenses~~suppliers. ~~made~~We byexpect ~~sponsor~~that ~~of $269,251~~we ~~and~~will abe able ~~courtesy~~to ~~discount~~meet onour ~~legal~~needs ~~fees~~to offund ~~$11~~operations,~~301.~~ ~~Changes~~capital expenditures and other commitments in ~~operating~~the ~~assets~~next ~~and~~12 ~~liabilities~~months ~~used~~primarily ~~$32,358~~with ofour cash ~~from~~and cash equivalents, operating ~~activities~~ cash flows and bank borrowings.

AsWe ~~of December 31~~may, ~~2024~~however, require weadditional ~~had~~cash ~~$72,752,485~~resources ofdue ~~cash~~to ~~held~~changes in ~~the~~business ~~Trust~~conditions ~~Account.~~or ~~Through~~other ~~December~~future ~~31,~~developments. ~~2024,~~If wethese ~~have~~sources ~~withdrawn~~are ~~$3,338~~insufficient ofto ~~interest earned from the~~satisfy ~~marketable~~our ~~securities~~cash ~~held~~requirements, inwe ~~the~~may ~~Trust~~seek ~~Account. We intend~~ to ~~use~~sell ~~substantially~~additional ~~all~~equity ofor ~~the~~debt ~~funds~~securities ~~held~~or inobtain ~~the~~a ~~Trust~~credit ~~Account,~~facility. ~~including any~~The ~~amounts~~sale ~~representing~~of ~~interest~~additional ~~earned~~equity or onequity-linked ~~the~~securities ~~Trust~~could ~~Account~~result ~~(less~~in ~~income~~additional ~~taxes~~dilution ~~payable),~~ to ~~complete a business combination~~stockholders. ToThe ~~the extent~~incurrence ~~that~~of ~~our~~indebtedness ~~capital~~would ~~stock~~result orin increased debt isservice ~~used,~~obligations inand ~~whole~~could orresult in ~~part,~~operating asand ~~consideration~~financial tocovenants ~~complete~~that awould ~~business~~restrict ~~combination,~~operations. ~~the~~Financing ~~remaining proceeds~~may ~~held~~not be available in ~~the~~amounts ~~Trust~~or ~~Account~~on ~~will~~terms beacceptable ~~used as working capital~~ to ~~finance~~us, ~~the operations of the target business~~ or ~~businesses,~~at ~~make other acquisitions and pursue our growth strategies~~all.

AsOur ofprimary ~~December~~sources ~~31,~~of ~~2024,~~liquidity wehave ~~had~~been cash ofprovided ~~$454~~by ~~outside~~operating ~~the Trust Account. Until consummation of a business combination~~activities, ~~we intend to use the funds held outside the Trust Account to fund~~ our ~~SEC~~cash and ~~tax~~cash ~~compliance and to identify and evaluate target businesses~~equivalents, ~~perform~~which ~~business~~have ~~due~~historically ~~diligence~~been onsufficient ~~prospective target businesses, travel~~ to ~~and~~meet ~~from~~our ~~the offices, plants or similar locations of prospective target businesses or their representatives~~working orcapital ~~owners, review corporate documents~~ and ~~material~~substantially ~~agreements~~all of ~~prospective~~our ~~target~~capital ~~businesses,~~expenditure ~~and structure, negotiate and complete a business combination~~requirements.

WeAs ~~may~~of ~~need~~December to31, ~~raise additional~~2025, ~~funds in order to meet the expenditures required for operating~~ our ~~business.~~cash Ifand ~~our~~cash ~~estimate~~equivalents oftotaled ~~the costs of identifying a target business~~$33, ~~undertaking~~013,749 ~~in-depth due diligence~~ and ~~negotiating~~ a ~~business~~net ~~combination~~working ~~are~~capital ~~less~~surplus ~~than~~of ~~the actual amount necessary to do so~~$12,280,831. weAs ~~may have insufficient funds available to operate our business prior to our consummation~~ of aDecember ~~business~~31, ~~combination. Moreover~~2025, wethe ~~may need to obtain~~majority ~~additional financing either to complete a business combination or because we become obligated to redeem a significant number~~ of our ~~public shares~~cash ~~upon~~and ~~consummation~~cash ofequivalents awere ~~business~~held ~~combination,~~ in ~~which~~the ~~case we may issue additional securities or incur debt in connection with such business combination~~PRC.

InWe ~~order~~believe toour ~~fund~~existing ~~working~~cash ~~capital~~and ~~deficiencies~~cash orequivalents ~~finance~~will ~~transaction~~be ~~costs~~sufficient into ~~connection~~meet ~~with~~our aworking ~~business~~capital ~~combination,~~and ~~the~~capital ~~sponsor,~~expenditure orneeds ~~certain~~over ofat ~~our~~least ~~officers~~the ~~and directors~~next ortwelve ~~their~~months, though ~~affiliates~~we may, ~~but~~require ~~are~~additional ~~not~~capital ~~obligated~~resources ~~to,~~in ~~loan~~the ~~us funds as may be required~~future. ~~If we complete a business combination~~Additionally, we ~~would~~if ~~repay such loaned amounts. In~~ the ~~event~~wholesale ~~that~~distribution wesegment doand ~~not~~live-stream sales ~~complete~~segment arevenue ~~business~~mix ~~combination~~changes, wethe ~~may~~operating ~~use~~cash aflow ~~portion~~generated offrom the ~~working~~wholesale ~~capital held~~distribution ~~outside~~segment ~~the~~may ~~Trust~~not ~~Account~~be sufficient to cover ~~repay~~operating ~~such~~costs ~~loaned~~and ~~amounts~~additional ~~but~~capital noresources ~~proceeds~~may ~~from the Trust Account would~~ be ~~used~~required ~~for~~in ~~such~~the ~~repayment~~future. ~~Such loans~~We may beelect ~~convertible into warrants~~ to ~~purchase~~raise ~~common~~additional ~~stock~~capital ~~of the post-business combination entity at a price of $1.00 per warrant,~~through at the ~~option~~sale of ~~the~~equity ~~lender.~~to ~~These~~fund ~~warrants~~our ~~would~~future beneeds ~~identical~~beyond to the ~~Private~~next ~~Placement~~twelve ~~Warrants,~~months ~~including~~or asthrough tothe ~~exercise~~acquisition ~~price,~~of ~~exercisability and~~a ~~exercise~~debt ~~period~~facility.

Cash Flows Summary

The following table summarizes our net cash flows from operating, investing and financing activities:

	For the Years Ended December 31
	2025			2024
Net cash provided by (used in):
Operating activities	$	(9,044,499	)	$	42,116,405
Investing activities	$	(892,352	)	$	(52,408	)
Financing activities	$	2,762		$	-

Cash flows (used in) provided by operating activities

For the year ended December 31, 2025, operating activities used $9.0 million in cash and cash equivalents, primarily resulting from a net income of $8.4 million, non-cash adjustments totaling approximately $2.8million, and a net cash outflow from changes in operating assets and liabilities of $20.2 million. Net cash used in changes in operating assets and liabilities was driven primarily by a decrease in advances from customers of $21.2 million, an increase in prepayments and other current assets of $1.2 million, a decrease in accounts payable of $0.6 million, an increase in inventories of $0.2 million, and a decrease in accrued expenses and other current liabilities of $0.2 million. These outflows were partially offset by an increase in income tax payable of $0.2 million.

For the year ended December 31, 2024, operating activities provided $42.1 million in cash and cash equivalents, primarily resulting from a net income of $4.0 million, non-cash adjustments totaling $0.3 million, and a net cash inflow from changes in operating assets and liabilities of $37.8 million. Net cash provided by changes in operating assets and liabilities was driven primarily by an increase to advances from customers of $38.3 million, an increase in income tax payable of $0.9 million, an increase in accounts payable of $0.6 million, and an increase in accrued expenses and other current liabilities of $0.8 million. These inflows were primarily offset by an increase in prepayments and other current assets of $1.4 million and an increase in inventories of $1.4 million

Cash flows used in investing activities

During the year ended December 31, 2025, net cash used in investing activities was $0.9 million, of which $0.7 million was attributed to the purchase of property and equipment, $0.1 million was attributed to the acquisition of intangible assets and less than $0.1 million was attributed to long term investment.

During the year ended December 31, 2024, net cash used in investing activities of approximately less than $0.1 million was 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.

Cash flows provided by financing activities

During the year ended December 31, 2025, net cash provided by financing activities was less than $0.1 million, of which $1.0 million was attributed to consummation of Business combination and partially offset by a repayment of a promissory note to a related party of $1.0 million.

During the year ended December 31, 2024, the cash provided by financing activities was nil.

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” in this Report.

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” in this Report “Risk Factors - The Company and CFI have concluded, based on advice received from CFI’s legal counsel in the PRC, that CFI has made all necessary filings with the CSRC under applicable PRC securities laws, and that there are no material legal impediments under currently effective PRC securities laws that would prevent the completion of the Business Combination and the combined company’s listing on a U.S. national securities exchange. If the relevant PRC governmental authorities, including the CSRC, reach a different conclusion about the transaction or the applicability or scope of current PRC laws and regulations, the Company could be subject to legal sanctions or penalties” in our Current Report on Form 8-K, as filed with the SEC on October 6, 2025.

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 in this Report.

Cash and Other Assets Transfers between the Holding Company and Its Subsidiaries

We refer to our subsidiaries domiciled in the PRC as the “PRC Subsidiaries” and the parent company of the PRC Subsidiaries domiciled in Hong Kong as “CFI HK”.

As of December 31, 2025, there were no capital contributions made 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 our intermediate holding companies located outside of mainland China. Our intermediate holding companies may rely on dividends and other distributions on equity paid by our 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.

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” in this Report.

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 we or CFI HK is classified as a PRC resident enterprise for PRC enterprise income tax purposes because the PRC tax authorities determined that either we 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” in this Report.

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” in this Report.

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” in our Report.

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 consist of annual lease payments of $247,541 on a lease that terminates on December 31, 2027.

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.

Going Concern

InAs ~~connection with the Company’s assessment~~ of ~~going~~December ~~concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update 2014-15~~31, ~~“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern~~2025,” ~~we have determined~~despite ~~that~~the ~~mandatory~~following ~~liquidation,~~circumstances—the ~~should~~Nasdaq wetrading ~~not~~suspension ~~complete~~has alasted ~~business~~for ~~combination~~more ~~and~~than anfive ~~extension~~months ofwith ~~our~~no ~~deadline~~clear torecovery dodate, ~~so not be approved by~~three ~~the~~outstanding ~~stockholders~~promissory ofnotes ~~the~~are ~~Company~~in default, and ~~potential~~the ~~subsequent~~filing ~~dissolution~~result ~~and~~with the ~~liquidity~~China ~~issue~~Securities ~~raise~~Regulatory ~~substantial~~Commission ~~doubt~~(CSRC) ~~about~~remains pending—the ~~Company’s~~ ~~ability~~company tomaintains ~~continue~~sufficient ascash aon ~~going concern through March 29~~hand, ~~2025~~amounting ~~(or~~to ~~June~~$33 29million, ~~2025,~~which ifis weadequate ~~extend~~to ~~the~~cover ~~period~~all ofits ~~time~~debts. toThe ~~consummate~~company ais ~~business~~currently ~~combination~~engaged ~~as provided~~ in ~~our~~constructive ~~amended~~negotiations ~~and~~with ~~restated~~creditors ~~certificate~~to ofresolve ~~incorporation),~~ the ~~scheduled~~promissory ~~liquidation~~note ~~date~~defaults, ofand ~~the~~communication ~~Company~~regarding ifthe itCSRC filing ~~does~~is ~~not~~progressing ~~complete~~in aan ~~business~~orderly ~~combination prior to such date~~manner. ~~Management~~In ~~plans~~addition, tothe ~~complete~~company ahas ~~business~~demonstrated ~~combination~~strong ~~before~~operating ~~the mandatory liquidation date. However~~performance, ~~there~~with ~~can~~continued begrowth noin revenue ~~assurance~~and ~~that~~net weprofit. ~~will~~Its beown ~~able~~production tobase ~~consummate~~has ~~any~~commenced ~~business~~operations, ~~combination~~reducing byreliance ~~March~~on ~~29,~~external ~~2025 (or~~suppliers, if ~~extended,~~and ~~June~~overall ~~29,~~operations remain ~~2024)~~stable. ~~These~~Based ~~financial~~on ~~statements do not include any adjustments relating to~~ the ~~recovery~~above, ofmanagement ~~the~~has ~~recorded~~assessed ~~assets or~~that ~~the~~there ~~classification~~are ofno ~~the~~material ~~liabilities~~doubts ~~that~~regarding ~~might be necessary should~~ the ~~Company~~company’s beability ~~unable~~ to continue as a going concern.

Off-Balance Sheet Financing Arrangements

WeAs ~~have~~of noDecember ~~obligations~~31, ~~assets~~ ~~or liabilities~~2025, we ~~which~~did ~~would~~not behave ~~considered~~any off-balance sheet arrangements ~~as of December 31, 2024~~.

~~Contractual~~Related ~~Obligations~~Party Transactions

WeOn doMay ~~not~~30, ~~have~~2024, ~~any~~the ~~long-term~~stockholder ~~debt,~~of ~~capital~~Rosy ~~lease~~Sea ~~obligations,~~contributed ~~operating~~to ~~lease~~the ~~obligations~~Company or(i) ~~long-term~~a ~~liabilities.~~building Wewith ~~are~~a ~~party~~gross tofloor anarea ~~administrative~~of ~~services~~4,032.36 ~~agreement with~~square ~~the~~meters ~~sponsor.~~and ~~The~~(ii) ~~sponsor~~a ~~has~~land ~~agreed~~use ~~that~~right ~~until~~for 18,000 ~~the~~square ~~Company~~meters ~~consummates~~that aexpire ~~business~~in ~~combination~~September 2056, itboth ~~will~~of ~~make~~which ~~office~~are ~~space~~located in Deliger Industrial Park, asDuerbot ~~well~~Mongolian Autonomous asCounty, ~~general~~Daqing ~~and~~City, ~~administrative~~Heilongjiang ~~services~~Province. ~~including~~These ~~utilities~~building and ~~administrative~~land ~~support~~use rights (collectively, ~~available~~the to“Contributed Assets”) were recorded on the ~~Company~~contribution asdate ~~may~~at befair ~~required~~value byof RMB 30,310,000 ($4,189,937 at May 30, 2024 and $4,332,228 at December 31, 2025) ~~the~~and ~~Company~~RMB ~~from~~19,860,000 ~~time~~($2,745,369 toat ~~time~~May 30, 2024 and $2,838,603 at December 31, 2025), respectively.

~~The~~At ~~underwriters~~Closing, compensation of $2,000,000, as provided in the ~~IPO~~ ~~were~~Amended ~~entitled~~BCA, was accounted for as transaction costs related to athe ~~deferred~~Business ~~underwriting~~Combination ~~discount~~and ofcharged to ~~3.65%~~additional ofpaid-in capital and was payable to the ~~gross~~Sponsor, ~~proceeds~~a shareholder of the ~~IPO,~~Company. orThe Company included $21,~~518~~000,~~500~~000 in accrued expenses and other current liabilities, ~~payable~~included ~~upon~~$900,000 ~~the~~as ~~closing~~ part of ana ~~initial~~promissory ~~business~~note ~~combination.~~that ~~The~~was ~~deferred~~entered ~~fee~~into ~~will~~with ~~become~~the ~~payable~~Sponsor, toand ~~the~~paid $100,000 ~~underwriters~~at ~~from~~Closing. During the ~~amounts~~year ~~held~~ended inDecember 31, 2025, the ~~Trust~~Company ~~Account solely~~made inrepayments totaling $1,014,000 on the ~~event~~promissory ~~that~~note wewith the ~~complete~~Sponsor. aAs ~~business~~of ~~combination~~December 31, ~~subject~~2025, $1,000,000 of unpaid compensation owed to the ~~terms~~Sponsor was included as a component of accrued expenses and other current liabilities and $454,690 remains outstanding under the ~~underwriting~~promissory ~~agreement~~notes with the Sponsor.

Critical Accounting Policies and Estimates

~~The~~An ~~preparation~~accounting ofpolicy ~~financial~~is considered ~~statements~~critical ~~and~~if ~~related~~it ~~disclosures~~requires inan ~~conformity~~accounting ~~with~~estimate ~~GAAP~~to ~~requires~~be ~~management~~made tobased ~~make~~on ~~estimates~~assumptions ~~and~~about ~~assumptions~~matters that ~~affect~~are highly uncertain at the ~~reported~~time such ~~amounts~~estimate ofis ~~assets~~made, and ~~liabilities,~~if ~~disclosure~~different ofaccounting ~~contingent~~estimates ~~assets~~that ~~and~~reasonably ~~liabilities~~could athave ~~the~~been ~~date~~used, ofor ~~the~~changes ~~financial~~in ~~statements,~~the ~~and~~accounting ~~income~~estimates that ~~and~~are ~~expenses~~reasonably ~~during~~likely ~~the~~to ~~periods~~occur ~~reported.~~periodically, ~~Actual results~~ could materially ~~differ~~impact ~~from~~the ~~those~~consolidated ~~estimates~~financial statements. WeFor ~~have~~a ~~not~~description ~~identified~~of ~~any~~our ~~critical~~significant accounting ~~estimates~~policies, assee ofNote 2 to our consolidated financial statements for the years end December 31, 2025 and 2024, and the related notes thereto which are included elsewhere in this Report.

~~Recent~~We ~~Accounting~~prepare ~~Standards~~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.

InThe ~~November~~following ~~2023, the FASB~~descriptions ~~issued ASU 2023-07, Segment~~of ~~Reporting (Topic 280):~~critical ~~Improvements~~accounting ~~to Reportable Segment Disclosures. The amendments in this ASU require disclosures~~policies, onjudgments anand ~~annual~~estimates ~~and~~should ~~interim~~be ~~basis,~~read ofin ~~significant~~conjunction ~~segment~~with ~~expenses~~our ~~that~~consolidated ~~are~~financial ~~regularly~~statements ~~provided~~and toaccompanying ~~the~~notes ~~chief~~and ~~operating officer decision maker (“CODM”), as well as the aggregate amount of~~ other ~~segment~~disclosures ~~items~~ included in ~~the~~ ~~reported~~this ~~measure of segment profit or loss~~Report. ~~The ASU requires~~When ~~that~~reviewing aour ~~public~~consolidated ~~entity~~financial ~~disclose~~statements, ~~the~~you ~~title~~should ~~and position of the~~consider ~~CODM~~(i) ~~and~~our anselection ~~explanation~~ of ~~how~~critical ~~the~~accounting ~~CODM~~policies, ~~uses the reported measure~~(sii) ofthe ~~segment~~judgments ~~profit or loss in assessing segment performance~~ and ~~deciding how~~other touncertainties ~~allocate~~affecting ~~resources.~~the ~~Public~~application ~~entities~~of ~~will~~such ~~be required to provide all annual disclosures currently required by Topic 280 in~~policies ~~interim periods,~~ and ~~entities~~(iii) ~~with~~the asensitivity ~~single~~of ~~reportable~~reported ~~segment~~results ~~are required~~ to ~~provide~~changes ~~all the disclosures required by the amendments~~ in ~~this ASU and~~conditions ~~existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023,~~ and ~~interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted~~assumptions.

~~Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.~~32

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 or services 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”) 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 contacts where our performance obligation is satisfied prior to where payment has been received in related accounts receivable. Contract liabilities are recognized for contracts where payment has been received in advance of when our performance obligation is satisfied. 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 December 31, 2025 and 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.

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 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.

Warrants

We account for warrants as either equity-classified or liability classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing liabilities from equity (“ASC 480”), and ASC 815 Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance, modification, and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified warrants are recognized as a non-cash gain or loss on the accompanying consolidated statements of operations and comprehensive loss. We assess the classification of our warrants at each reporting date to determine whether a change in classification between equity and liability is required.

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 the United States, 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.

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 years ended December 31, 2025 and 2024.

Contingencies

We are involved in legal proceedings regarding contractual and employment relationships and a variety of other matters. We record contingent liabilities when a loss is assessed to be probable and its amount is reasonably estimable. If it is reasonably possible that a material loss could occur through ongoing litigation, we provide disclosure in the footnotes to our financial statements. Assessing probability of loss and estimating the amount of probable losses requires analysis of multiple factors, including in some cases judgments about the potential actions of third-party claimants and courts. Should we experience adverse court judgments or should negotiated outcomes differ to our expectations with respect to such ongoing litigation it could have a material adverse effect on our results of operations, financial position, and cash flows.

Recently Issued Accounting Standards

See Note 2 to our consolidated financial statements for the year ended December 31, 2025 and 2024 included elsewhere in this Report for a description of recent accounting pronouncements applicable to our consolidated financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Not~~The Company is not required ~~for~~to provide the information required by this Item as it is a “smaller reporting ~~companies~~company.”

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~This~~The information ~~appears~~required by ~~following~~this item is contained in the financial statements set forth in Item 15(a) ofunder the caption “Consolidated Financial Statements” as part of this Annual Report ~~and~~on isForm ~~included herein by reference~~10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

~~Evaluation of~~ Disclosure Controls and Procedures

The Information Disclosure ~~controls~~Control and ~~procedures~~ Procedures are designed to ensure that all information required tofor bedisclosure ~~disclosed~~in byreports usfiled inunder ~~our~~the Securities Exchange Act ~~reports~~ is properly recorded, processed, ~~summarized~~ and aggregated, and reported within the ~~time~~deadlines ~~periods~~ specified inby ~~the~~ SEC’s rules and forms,. ~~and~~They also guarantee that such information is ~~accumulated~~ consolidated and communicated to our management, team—including the ~~our~~Chief ~~principal~~Executive ~~executive~~Officer ~~officer~~(CEO), ~~and~~Chief ~~principal~~Financial ~~financial~~Officer ~~officer~~(CFO), or ~~persons~~individuals performing ~~similar functions,~~equivalent ~~as appropriate~~ roles—to enable ~~allow~~ timely ~~decisions~~decision-making regarding ~~required~~necessary ~~disclosure~~disclosures when appropriate.

Under the supervision and ~~with~~ ~~the~~ participation of our management team, including ~~our~~the ~~principal~~Chief ~~executive~~Executive ~~officer~~Officer and ~~principal~~Chief ~~financial~~Financial and ~~accounting~~Accounting ~~officer~~Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures asfor of the ~~end of the~~ fiscal quarter ~~ended~~ending December 31,2025. ~~2024,~~The asdefinition ~~such~~of this term is ~~defined~~provided in ~~Rules~~ Sections 13a-15(e) and 15d-15(e) ~~under~~of the ~~Exchange~~Trading Act. Based on this ~~evaluation~~assessment, our ~~principal executive~~Chief ~~officer~~Executive Officer and ~~principal~~Chief ~~financial~~Financial and ~~accounting~~Accounting ~~officer have~~ Officer concluded that during the ~~period~~reporting ~~covered by this report~~period, our disclosure controls ~~and~~failed ~~procedures~~to ~~were~~operate ~~not~~effectively ~~effective~~ at a reasonable assurance level due to responsibilities segregation, lack of oversight and review mechanisms, ~~accordingly~~and insufficient documentation of control measures. Consequently, we ~~provided~~were unable to provide reasonable assurance that the information required tofor bedisclosure ~~disclosed by us~~ in ~~reports~~our ~~filed~~Trading ~~under~~Act ~~the~~filings ~~Exchange~~would ~~Act~~be is recorded, processed, summarized, and reported within the ~~time periods~~timelines specified inby ~~the~~ SEC’s rules and ~~forms~~filings.

Management’s Annual Report on Internal Control over ~~Over~~ Financial Reporting

AsManagement ~~required~~is byresponsible ~~SEC rules~~for establishing and ~~regulations~~maintaining ~~implementing~~adequate ~~Section~~internal ~~404~~controls ofover ~~the~~financial ~~Sarbanes-Oxley Act~~reporting, ~~our~~as ~~management~~well isas ~~responsible~~evaluating ~~for~~their ~~establishing~~effectiveness. ~~and~~According to ~~maintaining~~the ~~adequate internal~~definition ~~control~~provided ~~over~~by ~~financial~~the ~~reporting~~U.S. ~~Our~~Securities ~~internal~~and ~~control~~Exchange ~~over~~Commission (SEC), financial reporting isinternal ~~designed~~controls refer to ~~provide~~a ~~reasonable~~process designed ~~assurance~~by ~~regarding~~ the ~~reliability~~company’s ofChief ~~financial~~Executive ~~reporting~~Officer ~~and~~(CEO)/Chief ~~the~~Financial ~~preparation~~Officer of(CFO) ~~our~~to ~~financial~~reasonably ~~statements~~ensure ~~for~~the ~~external~~reliability ~~reporting~~of ~~purposes in accordance with~~financial ~~GAAP.~~reports ~~Our~~and ~~internal~~guarantee ~~control~~that ~~over~~ financial ~~reporting~~statements ~~includes~~comply ~~those~~with ~~policies~~U.S. ~~and~~Generally ~~procedures~~Accepted ~~that:~~Accounting Principles (GAAP).

~~(1)~~Due to ~~pertain~~its inherent limitations, internal control over financial reporting may fail to ~~the~~prevent ~~maintenance~~or ofdetect ~~records~~misstatements. ~~that~~Furthermore, there is a risk in ~~reasonable~~forecasting ~~detail,~~the ~~accurately~~effectiveness ~~and~~of ~~fairly~~future ~~reflect~~periods, ~~the~~as ~~transactions~~control ~~and~~measures ~~dispositions~~may ofbecome ~~the~~inadequate ~~assets~~due ofto ~~our~~changing ~~company~~conditions, or compliance with policies or procedures may deteriorate.

~~(2)~~Conclusions ~~provide~~on ~~reasonable~~the ~~assurance~~Effectiveness ~~that transactions are recorded as necessary to permit preparation~~ of ~~financial~~Internal Control ~~statements~~over inFinancial ~~accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and~~Reporting

Management has evaluated the effectiveness of our internal controls over financial reporting as of December 31,2025. During the assessment, management utilized standards based on the “Internal Control – Integrated Framework” (32013 Edition) ~~provide~~issued ~~reasonable~~by ~~assurance~~the ~~regarding~~Committee ~~prevention~~on orSponsoring Organizations ~~timely~~of ~~detection~~the ofTreadway ~~unauthorized~~Commission. ~~acquisition~~Based on the evaluation results and these standards, ~~use~~we orconclude ~~disposition~~that as of December 31,2025, our ~~assets~~internal ~~that~~controls ~~could~~over ~~have~~financial areporting ~~material~~were ~~effect~~ineffective ondue to three critical deficiencies: insufficient personnel familiar with U.S. Generally Accepted Accounting Principles (GAAP), absence of oversight committees, and inadequate staffing to achieve required segregation of duties. These findings were identified through significant deficiencies detected during the ~~financial~~review ~~statements~~process.

~~Because~~Despite ofidentified ~~its inherent limitations~~material deficiencies, ~~internal~~management ~~control~~asserts ~~over~~that ~~financial reporting~~the ~~may~~consolidated ~~not prevent or detect errors or misstatements in our~~ financial statements. ~~Also,~~in ~~projections~~Form of10-K ~~any~~for ~~evaluation~~this ofannual ~~effectiveness to~~report ~~future~~present ~~periods are subject to~~ the ~~risk~~company’s financial ~~that~~position, ~~controls~~operating ~~may~~results, ~~become~~and ~~inadequate~~cash ~~because~~flows offairly ~~changes~~ in ~~conditions,~~all ormaterial ~~that~~respects ~~the~~in ~~degree~~accordance ~~or compliance~~ with ~~the policies or procedures may deteriorate~~U. ~~Management assessed the effectiveness of our internal control over financial reporting at December 31, 2024~~S. InGenerally ~~making~~Accepted ~~these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations~~Accounting ofPrinciples ~~the Treadway Commission~~ (~~COSO)~~U.S. ~~in Internal Control — Integrated Framework (2013~~GAAP). ~~Based~~during ~~on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2024, due to~~ the ~~lack~~ ~~of segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT and financial~~ reporting ~~and record keeping~~period.

~~Changes in Internal Control Over Financial Reporting~~36

~~Other~~Remedial than the matters set forth above, there were no changes in our internal control over financial reporting that occurred during the fourth quarter of the fiscal year covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Measure

Management will consider implementing the following remedial measures designed to address the aforementioned material weakness and strengthen the company’s internal controls over financial reporting. These measures include:

●

Seeking additional accounting professionals with experience in reporting under U.S. Generally Accepted Accounting Principles (U.S. GAAP) and the U.S. Securities and Exchange Commission (SEC) regulations;

●

Engaging external accounting consultants to provide technical accounting consultation and audit support;

●

Implement enhanced review procedures for journal entries and account reconciliations;

●

Develop and document a formal end-of-period reconciliation checklist and financial reporting schedule;

●

Strengthen documentation of key control measures in accordance with the COSO framework.

Management will monitor the effectiveness of these remedial measures and will not consider adding personnel or implementing review procedures for improvement until the newly implemented control measures have been operational for an adequate duration and have been tested to confirm their operational efficacy.

Certified Public Accountant Firm Verification Report

This annual report does not include the attestation report on financial reporting internal control issued by the company’s registered public accounting firm. As the company is an emerging growth enterprise, it is exempt from providing such attestation under Section 404(b) of the Sarbanes-Oxley Act of 2002.

Changes in Internal Control of Financial Reports

During the fourth quarter ended December 31, 2025, management assessed under Sections 13a-15(f) or 15d-15(f) of the Transaction Act that no material changes were identified in our financial reporting internal controls that would significantly impact or reasonably be expected to significantly impact such controls.

Inherent Limitations of the Effectiveness of Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. A control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

~~Not applicable~~None.

1637

~~part~~ PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~The~~Directors ~~following table sets forth information about our directors~~ and ~~executive~~ ~~officers~~Senior ~~as of March __, 2025.~~Management

Name	Age	Title
Jose Antonio Bengochea	33	Chief Executive Officer and Director
William Caragol	57	Chief Financial Officer and Chief Operating Officer
Brian Turner	64	Chair
Ken Hertz	65	Director
Jane Waxman	59	Director
Scott Morris	66	Director

The table below lists certain information regarding our senior management and directors as of the date of this annual report. Our board of directors consists of seven directors.

Jose Antonio Bengochea, Esq., is our Founder and has served as our Chief Executive Officer since November 2021. Mr. Bengochea is also a member of our Board of Directors. Mr. Bengochea is the Founder and Chief Executive Officer of Bengochea Capital LLC, an investment firm founded in 2020 to pursue frontier asset classes and, through Mr. Bengochea’s network of connections to various industry executives and celebrities, to examine global opportunities in media and entertainment. Bengochea Capital has been present at the Cannes Film Festival, among other prestigious events, and was a registered media entity with the Recording Academy for the 2023 Grammy Awards and is a registered media entity for the upcoming 2024 Grammy Awards. Prior to founding Bengochea Capital, Mr. Bengochea was a part of Sony’s Global Business Development team in Los Angeles from 2018 to 2020. After graduating Harvard Law School and Harvard Business School with a J.D. and M.B.A. in 2017, Mr. Bengochea worked as a corporate attorney at the law firm Jenner & Block in New York City. Mr. Bengochea also holds an A.B. summa cum laude from Harvard University where he designed his own degree, entitled Comparative Imperial History, with a secondary degree in Archaeology. Mr. Bengochea also serves as Chief Executive Officer and Chairman of the Board of Iron Horse Acquisitions Corp. II, a special purpose acquisition corporation, which filed its registration statement for an initial public offering in January 2025. Given Mr. Bengochea’s extensive experience in mergers and acquisitions as well as his experience in the media and entertainment industry, we believe Mr. Bengochea will provide valuable advice as we consider potential merger candidates.

Surname and Personal name	age	Position/Title
Zhenjun Jiang	43	Chairman of the Board and Chief Executive Officer
Weihong Zhu	62	CFO Chief Financial Officer
Pan Hu	37	Director; Chief Operating Officer
John L. Suprock	62	Independent director
Lydia Bergamasco	35	Independent director
Donghai Li	68	Independent director
Jinyu Huang	39	Independent director
Lili Zhang	38	Director

~~William~~Mr. ~~Caragol,~~Zhenjun ~~our~~Jiang ~~Chief~~serves ~~Operating~~as ~~Officer~~the ~~since~~Chairman ~~inception~~of ~~and~~the ~~our~~Board ~~Chief~~and ~~Financial~~CEO ~~Officer~~of ~~since~~UCFI. ~~October~~With ~~2024,~~his ~~has~~extensive ~~over~~leadership ~~thirty years of~~ experience ~~working~~and ~~with~~profound ~~growth~~industry ~~stage companies. In 2018~~knowledge, heMr. ~~founded~~Jiang ~~and~~ is ~~the~~qualified to ~~Managing~~assume ~~Director~~his ofposition. ~~Quidem~~Mr. ~~LLC,~~Jiang ajoined ~~corporate~~Zhonggu ~~strategic~~Group ~~and~~in ~~financial~~1999 ~~advisory~~and ~~firm.~~became ~~Since July 2021 he has been~~ the ~~Chief~~Northeast ~~Financial~~Sales ~~Officer~~Director of ~~Mainz~~Zhonggu ~~Biomed~~Group Nin 2001.V. ~~(NASDAQ:~~In ~~MYNZ)~~2003, he awas ~~molecular~~appointed ~~genetics~~Deputy ~~diagnostic~~General ~~company~~Manager ~~specializing in~~of the ~~early~~Sales ~~detection~~Department of ~~cancer.~~Zhonggu ~~Since~~Group ~~2015,~~and ~~Mr.~~General ~~Caragol~~Manager ~~has been Chairman~~ of ~~the~~Jihuo ~~Board~~Soybean ~~of Thermomedics, Inc~~Co., ~~a privately held medical diagnostic equipment company. Since July 2021, Mr. Caragol has served on the Board of Directors of Worksport~~ Ltd. ~~(NASDAQ:~~From ~~WKSP), a growth~~2006 ~~stage~~to ~~technology company. Since July~~ 2023, ~~Mr.~~he ~~Caragol has~~ served onas ~~the~~Managing ~~Board~~Director of ~~Directors~~Zhonggu ~~of Janover, Inc~~Group. ~~(NASDAQ:~~In ~~JNVR), a B2B fintech marketplace company. From 2021 to~~ 2023, Mr. ~~Caragol~~Jiang ~~served~~founded onOperation ~~the~~Company ~~Board~~1 ~~of Directors~~ and ~~was~~established ~~Chairman of~~ the ~~Audit~~CFI ~~Committee of Greenbox POS (NASDAQ: GBOX) a financial technology company leveraging proprietary blockchain security to build customized payment solutions~~Group. Mr. ~~Caragol~~ ~~earned~~Jiang agraduated ~~B.S. in business administration and accounting~~ from ~~Washington~~Beijing &Economic ~~Lee~~Management ~~University~~Cadre ~~and~~College iswith a ~~member~~major of the American Institute of Certified Public Accountants. Mr. Caragol also serves as Chief Financial Officer and Director of Iron Horse Acquisitions Corp. II, a special purpose acquisition corporation, which filed its registration statement for an initial public offering in ~~January~~Environmental ~~2025.~~Engineering ~~Given his financial expertise~~ and ~~successful~~was ~~career~~honored as aan ~~director and senior executive of numerous public companies, we believe Mr. Caragol~~“Outstanding ~~will~~Figure ~~provide valuable perspectives to executing our strategy~~ of ~~identifying~~China’s Reform and ~~evaluating~~Opening-up ~~merger~~40th ~~candidates~~Anniversary.”

~~Brian Turner, our Chair of the Board since inception, has served on numerous public and private companies Boards of Directors since July 2009.~~ Mr. ~~Turner~~Weihong ~~was~~Zhu ~~the~~serves as Chief Financial Officer of ~~Coinstar~~UCFI, ~~Inc.~~bringing ~~from~~over ~~2003~~40 ~~until~~years ~~June~~of ~~2009.~~financial ~~Prior~~expertise to ~~Coinstar,~~the ~~from~~role. ~~2001~~From 1980 to ~~2003~~1983, he ~~served~~worked asat ~~Senior~~the Nehe ~~Vice~~Branch ~~President~~ of ~~Operations, Chief~~the ~~Financial~~People’s ~~Officer,~~Bank ~~and Treasurer~~ of ~~Real Networks, Inc~~China., aBetween ~~digital~~1986 ~~media~~ and ~~technology company. Prior to Real Networks~~2000, ~~from 1999 to 2001, Mr. Turner was employed by Bsquare Corp., a software company, where~~ he ~~initially~~held ~~served~~positions asincluding ~~Senior~~credit ~~Vice~~officer ~~President~~and ofdeputy ~~Operations,~~branch ~~Chief~~manager ~~Financial~~at ~~Officer,~~the ~~and~~Nehe ~~Secretary,~~Branch ~~before~~of ~~being~~Industrial ~~promoted to President~~ and ~~Chief~~Commercial ~~Operating~~Bank ~~Officer~~of China. From ~~1995~~2001 to ~~1999~~2022, ~~Mr.~~he ~~Turner was~~served ~~Chief~~at ~~Financial~~Zhonggu ~~Officer and Vice President of Administration of Radisys Corp.~~Group, ~~an embedded software company. Mr. Turner’s experience~~successively ~~also~~holding ~~includes~~roles 13as ~~years~~subsidiary ~~at PricewaterhouseCoopers LLP where he held several positions including Director of Corporate Finance. Mr. Turner was formerly Chairman of the Board of Microvision~~accountant, ~~Inc.~~subsidiary ~~(NASDAQ: MVIS)~~CFO, ~~a public company in the lidar space,~~ and ~~was~~Group ~~formerly the Chair of the Audit Committee for MVIS~~CFO. ~~Since~~In ~~October~~2023, ~~2024~~he ~~Mr.~~joined ~~Turner~~CFI isGroup aas ~~director~~CFO of ~~Aesthetic~~Operating ~~Revolution,~~Company ~~Inc~~1. ~~Mr. Turner has also been a~~ ~~director for several private companies.~~ Mr. ~~Turner~~Zhu holds aprofessional ~~Bachelors~~qualifications ~~of Business Administration in Accounting and a Bachelors of Arts in Political Science from the University of Washington. . Given his financial expertise and successful career~~ as aan ~~director~~economist and ~~senior executive~~certified ~~of numerous~~ public ~~companies, we believe Mr~~accountant. ~~Turner will provide valuable perspectives to executing our strategy of evaluating merger candidates.~~

17Ms.Hu possesses extensive experience in sales and business management, which fully qualifies her to serve as Director and Chief Operating Officer. From 2010 to 2012, she held the position of Sales Manager at Suning Appliance Beijing Branch. Between 2012 and 2023, she served as Sales Department Manager at Zhonggu Group. In 2023, Ms.Hu joined CFI Group as General Manager of Operations Company 2. She holds a Bachelor’s degree in Business Administration from the University of Science and Technology Beijing.

~~Ken~~John ~~Hertz~~L. Suprock, aan ~~member of our Board~~experienced ofentrepreneur ~~Directors~~with ~~since~~extensive ~~inception,~~expertise ~~has served as a Senior Partner~~ in ~~the~~mergers ~~Los~~and ~~Angeles~~acquisitions ~~law firm of Hertz Lichtenstein Young & Polk LLP since 2007. Mr. Hertz~~ and ~~his~~corporate ~~partners specialize in representing talent~~management, ~~senior~~is ~~executives,~~ideally ~~entrepreneurs,~~suited ~~agencies,~~to ~~and~~serve ~~brands~~as inan ~~entertainment,~~independent ~~fashion,~~director ~~sports,~~of ~~media, and technology industries~~UCFI. ~~Prior~~From 1998 to ~~forming the firm~~2001, ~~Mr.~~he ~~Hertz~~served ~~had~~as ~~been~~Operations aDirector ~~partner~~at inHigh ~~Hansen~~Noon ~~Jacobson~~Petroleum. &Between ~~Teller, since~~2001 ~~1989.~~and ~~Before that~~2005, he ~~was~~worked ~~global~~as ~~head~~an ~~of music — business and legal affairs — for The Walt Disney Company. He is also~~Operations aConsultant ~~principal~~at inSheehan ~~memBrain~~Majestic, —leading anthe ~~entertainment~~development ~~marketing and strategy consulting firm that advises a number~~ of ~~C-Suite~~transaction ~~executives on their company’s entertainment related marketing strategies~~exhibitions. ~~memBrain~~In ~~has worked with Intel~~2006, ~~McDonald’s,~~he ~~Hasbro, MillerCoors, Li & Fung and Logitech. Mr. Hertz has also been an active early~~co-~~stage~~founded ~~venture~~PCS ~~investor~~Advisors ~~and~~LLC, ~~advisor since 1997 and is a frequent speaker~~specializing ~~and~~in ~~commentator~~mergers ~~on the subjects of entertainment, marketing~~ and ~~convergence.~~acquisitions ~~He is often quoted~~ in the ~~New~~oil ~~York~~and ~~Times,~~gas ~~Los~~exploration ~~Angeles~~sector. ~~Times, and~~Since ~~Wall Street Journal~~2013, ~~has~~Mr. ~~appeared~~Suprock ~~on CNBC’s monthly newsmagazine “Business Nation,”~~ has ~~been~~managed ~~an instructor at UCLA’s Anderson Graduate School of Management~~Martin, ~~Marshall~~McKeen ~~School~~& ofGoldfard ~~Business~~LLC, ~~Stanford Business School, and an adjunct professor of law at USC.~~ ~~He graduated from UCLA with~~ a ~~J.D.~~real inestate ~~1984~~investment ~~and~~portfolio Ucompany.C. ~~Berkeley in 1981 with a B.S. Given~~ Mr. ~~Hertz’s~~ ~~extensive~~Suprock ~~experience~~holds ~~in mergers~~a ~~and~~Bachelor ~~acquisitions~~of asBusiness ~~well~~Administration asdegree ~~his~~from ~~experience~~California inState ~~the media and entertainment industry~~University, ~~we believe Mr. Hertz will provide valuable~~ ~~advice~~Long ~~as we consider potential merger candidates~~Beach.

~~Jane~~Ms. ~~Waxman,~~Lydia ~~our~~Bergamasco serves ~~Chief~~as ~~Financial Officer~~an ~~from~~independent ~~inception~~director ~~through~~of ~~October~~UCFI. ~~2024~~Her ~~and~~diverse aprofessional ~~director~~background ~~since~~in ~~inception~~health, ~~has~~nutrition, ~~extensive~~and ~~experience~~digital inprogram coordination ~~the~~provides ~~film~~her ~~entertainment industry~~ with a ~~diverse~~unique ~~background~~perspective inas ~~operations~~an ~~and~~independent ~~financial management~~director. ~~Throughout~~From ~~her~~2013 ~~30-year tenure at 20th Century Fox from 1990~~ to ~~2019~~2014, she ~~served~~held inpositions ~~a variety of roles within the finance organization. Most notably,~~ as ~~Executive~~Customer Care ~~Vice~~Representative ~~President~~ and ~~Deputy~~Administrative ~~CFO,~~Assistant ~~she~~at ~~was~~Rallye ~~responsible for~~Acura. ~~driving~~Since ~~strategic priorities~~2015, ~~setting~~Ms. ~~financial~~Bergamasco ~~priorities,~~has ~~policies~~been ~~and~~employed ~~procedures~~by ~~and~~Memorial ~~controls for the global finance organization.~~Sloan InKettering ~~her~~Cancer ~~roles~~Center, where she ~~provided~~has ~~financial~~held ~~leadership~~multiple ~~and~~roles ~~guidance to over 300 employees in all finance divisions~~ including ~~film~~Digital ~~production, theatrical,~~Products ~~home entertainment~~ and ~~television~~Informatics ~~marketing~~Program ~~and~~Coordinator ~~distribution, financial reporting, accounting, corporate compliance, and strategic~~since ~~sourcing~~2021. ~~Before~~Since ~~joining~~July ~~20th~~2022, ~~Century~~she ~~Fox,~~has ~~Ms.~~also ~~Waxman~~worked ~~was~~as a ~~Senior~~nutritionist ~~Auditor~~ at ~~Ernst~~the &New ~~Young~~York Sports Judo Club. Ms. ~~Waxman~~Bergamasco ~~earned~~holds ~~her~~a ~~bachelor~~Bachelor’s degree in Economics from the State University of ~~California,~~New ~~Santa~~York ~~Barbara. She currently also serves on the board of Jonathan Jaques Children’s Cancer Center~~ at ~~Miller’s~~Old ~~Children’s~~Westbury ~~Hospital~~ and ~~served~~a ~~as sponsorship committee co-chair from 2010 to 2017. Given Ms. Waxman~~Master’s ~~extensive~~ ~~experience~~degree ~~as a financial executive~~ in ~~the~~Sports ~~media~~Science and ~~entertainment~~Health ~~industry, we believe Ms. Waxman will provide valuable~~from ~~advice~~the asFree ~~we consider potential merger candidates~~University.

~~Scott~~Donghai ~~Morris~~Li, aMr. ~~member of our Board~~Li ofserves ~~Directors~~as ~~since~~an ~~inception,~~independent ~~has~~director ~~been Chairman~~ of ~~Avista (NYSE: AVA) since 2008~~UCFI. ~~Mr.~~With ~~Morris~~nearly ~~started~~three ~~his~~decades ~~career~~of atlegal ~~AVA~~experience, ~~in 1981~~Mr. ~~From~~Li ~~2008 to~~is ~~2019,~~qualified ~~he served as the Company’s Chief Executive Officer and served as Avista’s President from 2008~~ to ~~2018. Prior to that,~~provide ~~Mr.~~professional ~~Morris~~advice ~~was~~as ~~also~~an ~~the~~independent ~~company’s~~director ~~Chief Operating Officer. His experiences include management positions~~ in ~~multiple~~legal ~~industries~~compliance, ~~including~~ ~~construction,~~corporate ~~customer service~~governance, and ~~utilities~~risk management. HeSince is1995, ahe ~~graduate of Gonzaga University and received his master’s degree~~has ~~from~~been ~~Gonzaga~~working ~~University~~at inGuangdong ~~organizational~~Xinyang ~~leadership.~~Law HeFirm, ~~also~~successively ~~attended~~serving ~~the~~as ~~Stanford~~a ~~Business~~lawyer, ~~School~~partner, ~~Financial Management Program~~ and ~~the Kidder Peabody School of Financial Management~~director. Mr. ~~Morris~~Li ~~serves~~obtained onhis ~~the boards of McKinstry Inc. and California Water Service. He is also~~China alawyer ~~Trustee~~qualification ~~Emeritus~~in of1994 ~~Gonzaga University. He has served on a number of Spokane nonprofit~~ and ~~economic~~earned ~~development Boards. Given~~ his ~~financial expertise~~Bachelor ~~and successful career as a director and senior executive~~ of ~~several~~Laws ~~public~~degree ~~companies,~~from weSun ~~believe~~Yat-sen ~~Mr. Morris~~University ~~will~~in ~~provide valuable perspectives to executing our strategy of evaluating merger candidates~~1997.

~~Number~~Ms. Jingyu Huang’s extensive experience in financial management and ~~Terms~~professional accounting qualifications qualify her to serve as an independent director of ~~Office~~UCFI. From 2013 to 2018, she served as Chief Financial Officer (CFO) at Zhejiang Jiuling Early Education Technology Co., Ltd. During 2019-2020, she held the CFO position at Yiwu Junyi Trading Co., Ltd. From 2020 to 2022, she served as CFO of ~~Officers~~Zhonggu Group. Since 2022, she has been the CFO of Zhejiang Shengxian Arts and Crafts Co., Ltd. Ms. Huang earned her Bachelor’s degree in Accounting from Jiujiang University ~~Directors~~in 2009 and holds the qualification of Intermediate Certified Public Accountant.

We have five directors on our Board of Directors. Our Board of Directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. Direction elections will be held at our annual meetings of stockholders. In accordance with NASDAQ corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on NASDAQ. Each class of directors is comprised of the following members:38

Class	Director Name	Year Term Expires
Class A	Ken Hertz	2027
Class B	Jane Waxman	2025
Class B	Scott Morris	2025
Class C	Jose Antonio Bengochea	2026
Class C	Brian Turner	2026

Lili Zhang serves as Executive Director of UCFI. Her technical expertise and management experience in the technology and social media industries provide significant value to the board. From 2009 to 2011, she worked as a software testing engineer at Harbin Langwei Electronic Technology Co., Ltd. From 2011 to 2012, she served as a website project development engineer at Harbin Uniview Technology Co., Ltd. Between 2017 and 2023, Ms. Zhang held positions at Jihuo Group, including subsidiary manager and Deputy General Manager. In 2024, she joined CFI Group, overseeing social media management and traffic operations. Ms. Zhang graduated with a bachelor’s degree from Huade College of Applied Technology at Harbin Institute of Technology in 2009.

~~Our officers are appointed by the~~ Board ~~and serve at the discretion~~ of the Board, rather than for specific terms of office. Our Board is authorized to appoint persons to the offices set forth in our organizational documents as it deems appropriate. Our organizational documents provide that our officers may consist of a Chair of the Board (if such individual is also an officer), Vice Chairman of the Board (if such individual is also an officer), Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Secretary and Treasurer. Our Board, 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 may be necessary or desirable.Directors

18As of the date of this annual report, our board of directors consists of seven directors. The amended articles of association stipulate that the minimum number of directors shall be three, with the exact number to be determined from time to time by our board of directors.

~~Committees~~Directors are not required to meet qualification requirements through shareholding. If a director has any direct or indirect interest relationship with contracts, transactions, or proposed contracts/transactions entered into with us, they must declare the nature of such interests at board meetings. Except as prohibited by Nasdaq Listing Rules and the ~~Board~~Chairman’s veto power, directors may vote on any contracts, proposed contracts, or arrangements where they may have conflicts of ~~Directors~~interest, provided that: (a) the nature of their interests has been disclosed at board meetings—either through specific statements or general notices—and the director’s vote counts toward the quorum required for reviewing such contracts/arrangements; and (b) if the transaction involves related parties, it must be approved by the Audit Committee.

~~Our~~Director Board has four standing committees: an executive committee, an audit committee, a compensation committee and a nominating and corporate governance committee. NASDAQ rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and subject to certain limited exceptions, NASDAQ rules require that the compensation committee and nominating committee of a listed company be comprised solely of independent directors. Our audit committee, compensation committee and nominating and corporate governance committee are each governed by a written charter, which charters are incorporated by reference as s Exhibits 99.1, 99.2, and 99.3 to this Annual Report. In addition, a copy of any or all of these charters will be provided by us without charge upon request.Liability

~~Executive~~Directors ~~Committee~~are bound by fiduciary duties under both common law and statutory law, including a statutory obligation to act in good faith and with the best interests of the company in mind. When exercising authority or performing duties, directors must demonstrate the prudence, diligence, and expertise expected of a reasonable director in the given circumstances. This includes, but is not limited to, considering the nature of the company, the type of decisions involved, the director’s position, and the scope of responsibilities they undertake.

~~The~~Appointment ~~members of our executive committee are Ken Hertz, Brian Turner~~ and ~~Jose A. Bengochea. Ken Hertz is the chair of the executive committee. The executive committee~~Removal ~~has been formed for the purpose~~ of ~~broadening potential deal pipeline and sourcing targets from the networks of the executive committee members.~~Directors

The company’s articles of association stipulate that all directors are elected annually within a single-category structure. By allowing shareholders to vote on the entire board composition each year, this mechanism enhances shareholder influence and accountability. Shareholders holding at least two-thirds of voting rights can remove directors regardless of justification, providing clear governance tools to address board composition issues.

Term of Directors and Senior Management Personnel

Each director is elected annually for a term of one year.

Board of Directors Committee

We have established the Audit Committee, Nomination and Corporate Governance Committee, and Compensation Committee, and have formulated respective charters for these three committees. The membership and functions of each committee are described as follows.

Audit Committee

The ~~members~~Audit ofCommittee ~~our audit committee~~consists ~~are~~of ~~Brian~~John ~~Turner~~L. Suprock, ~~Scott~~Lydia ~~Morris~~Bergamasco, and ~~Ken~~Jingyu ~~Hertz~~Huang, ~~each~~with ofMs.Jingyu ~~whom~~Huang isserving anas ~~independent~~Chairperson. ~~director~~Ms.Huang ~~under~~meets ~~NASDAQ’s~~the ~~listing~~financial ~~standards.~~expert criteria ~~Brian~~for ~~Turner is~~audit ~~the~~committees ~~chair~~as ofstipulated ~~the~~by ~~audit~~U.S. ~~committee~~Securities and Exchange Commission (SEC) regulations. ~~The~~All ~~audit~~three ~~committee’s~~members ~~duties,~~satisfy ~~which~~the ‘Independent ~~are~~Director’ ~~specified~~requirements inunder ~~our~~NASDAQ ~~Audit~~Listing ~~Committee~~Rules ~~Charter,~~and ~~include, but~~Section ~~are~~10A-3 ~~not~~of ~~limited~~the ~~to:~~Securities Exchange Act.

● reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our Form 10-K;39

●The ~~discussing~~responsibilities ~~with~~of ~~management and~~ the Audit ~~independent~~Committee ~~auditor~~are ~~significant~~stipulated ~~financial reporting issues and judgments made~~ in ~~connection~~our ~~with~~Audit ~~the~~Committee ~~preparation~~Charter, ofincluding ~~our~~but ~~financial~~not ~~statements;~~limited to:

● ~~discussing~~Review and discuss the annual audited financial statements with management ~~major~~and ~~risk~~independent ~~assessment~~auditors, and ~~risk~~advise ~~management~~the ~~policies~~board on whether to include audited financial statements in our 10-K filing;

● ~~monitoring~~Review and discuss the ~~independence~~annual ofaudited ~~the~~financial statements with management and independent ~~auditor~~auditors, and advise the board on whether to include audited financial statements in our 10-K filing;

● ~~verifying~~Discuss ~~the~~with ~~rotation~~management ofand ~~the~~independent ~~lead~~auditors ~~(or~~significant ~~coordinating)~~financial ~~audit~~reporting ~~partner~~issues ~~having primary responsibility for the audit~~ and ~~the~~judgments ~~audit~~related ~~partner~~to ~~responsible for reviewing~~ the ~~audit~~preparation asof ~~required~~our byfinancial ~~law~~statements;

● ~~reviewing~~Discuss major risk assessment and ~~approving~~risk ~~all~~management ~~related-party~~policies ~~transactions~~with management;

● ~~inquiring~~Supervise ~~and~~the ~~discussing~~independence ~~with~~of ~~management~~independent ~~our compliance with applicable laws and regulations~~auditors;

● ~~pre-approving~~Verify ~~all~~whether the chief audit ~~services~~partner ~~and~~responsible ~~permitted~~for ~~non-~~audit ~~services~~(or tocoordination) beand ~~performed~~the byaudit ~~our~~partner ~~independent~~overseeing ~~auditor,~~audit ~~including~~review ~~the~~have ~~fees~~undergone ~~and~~rotation ~~terms~~in ofaccordance ~~the~~with ~~services~~legal ~~to be performed~~requirements;

●Review ~~appointing~~and orapprove ~~replacing~~all ~~the~~related party ~~independent auditor~~transactions;

● ~~determining~~Conduct ~~the~~inquiries ~~compensation~~ and ~~oversight~~discussions ofwith ~~the work of the independent auditor (including resolution of disagreements between~~ management ~~and the independent auditor~~ regarding ~~financial~~our ~~reporting)~~compliance ~~for~~with ~~the~~applicable ~~purpose~~laws ofand ~~preparing or issuing an audit report or related work~~regulations;

● ~~establishing~~Pre-approved ~~procedures~~audit ~~for~~services ~~the~~performed ~~receipt,~~by ~~retention~~our ~~and~~independent ~~treatment~~auditors ofand ~~complaints~~permitted ~~received~~non-audit ~~by us regarding accounting~~services, ~~internal~~including ~~accounting~~the ~~controls~~fees orand ~~reports~~terms ~~which~~for ~~raise~~providing ~~material~~such ~~issues regarding our financial statements or accounting policies~~services; ~~and~~

● ~~approving~~Appointment ~~reimbursement~~or replacement of ~~expenses~~an ~~incurred~~independent ~~by our management team in identifying potential target businesses.~~auditor;

~~Financial~~● ~~Experts~~To ondetermine ~~Audit~~and ~~Committee~~supervise the remuneration of independent auditors for the purpose of preparing or issuing audit reports or related tasks (including resolving disputes between management and independent auditors regarding financial reporting);

~~The~~● ~~audit~~Establish ~~committee~~procedures ~~will~~to ~~at all~~receive, ~~times~~retain, beand ~~composed~~process ~~exclusively~~complaints ofreceived ~~“independent~~regarding ~~directors”~~accounting, ~~who~~internal ~~are~~accounting ~~“financially~~controls, ~~literate”~~or asreporting ~~defined~~that ~~under~~involve ~~NASDAQ’s listing~~material ~~standards.~~matters ~~NASDAQ’s~~in ~~standards~~our ~~define “financially literate” as being able to read and understand fundamental~~ financial statements, ~~including~~or aaccounting ~~company’s~~policies; ~~balance sheet, income statement~~ and ~~cash flow statement.~~

In● ~~addition,~~Approve ~~the~~expense ~~audit~~reimbursements ~~committee has,~~incurred ~~and~~by ~~will~~the ~~continue~~management toteam ~~have,~~during ~~at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in~~ the ~~individual’s~~search ~~financial~~for ~~sophistication. The~~potential ~~Board~~target ~~has determined that each of Brian Turner and Scott Morris qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC~~companies.

19Financial Expert of the Audit Committee

~~Nominating~~The Audit Committee shall always consist solely of “independent directors” who must possess the “financial knowledge” defined by Nasdaq listing standards. Nasdaq’s criteria define “financial knowledge” as the ability to read and ~~Corporate~~comprehend ~~Governance~~basic ~~Committee~~financial statements, including a company’s balance sheet, income statement, and cash flow statement.

~~The~~Furthermore, ~~members~~the ofAudit ~~our nominating~~Committee has and ~~corporate~~will ~~governance~~continue ~~committee~~to ~~are~~include ~~Scott~~at ~~Morris,~~least ~~Ken~~one ~~Hertz~~member with professional experience in finance or accounting, ~~and~~necessary ~~Brian~~accounting ~~Turner~~certifications, or ~~each~~equivalent ofexpertise, ~~whom~~ensuring isprofound anfinancial ~~independent~~knowledge. ~~director~~The ~~under~~Board ~~NASDAQ’s listing~~has ~~standards~~confirmed that Ms.Jingyu ~~Scott~~Huang ~~Morris~~meets ~~serves~~the criteria for ‘Audit Committee Financial Expert’ as ~~chair~~defined ofby ~~the~~U.S. ~~nominating~~Securities and ~~corporate~~Exchange ~~governance~~Commission ~~committee~~(SEC) rules and regulations.

~~The primary purposes of our nominating and corporate governance committee will be to assist the Board in:~~40

●Nomination ~~identifying, screening~~ and ~~reviewing~~Corporate Governance ~~individuals qualified to serve as directors and recommending to the Board candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the Board;~~Committee

●The ~~developing~~Nomination and Corporate Governance Committee is composed of Donghai Li and Lydia Bergamasco, ~~recommending~~with toDonghai ~~the~~Li ~~Board~~serving as its Chairperson. Both Donghai Li and ~~overseeing~~Lydia Bergamasco ~~implementation~~meet ofthe ~~our~~requirements ~~corporate~~for ~~governance~~‘independent ~~guidelines;~~directors’ under Nasdaq Listing Rules.

●Our ~~coordinating~~nomination ~~and~~to ~~overseeing~~ the ~~annual~~Corporate Governance ~~self-evaluation~~Committee ofwill primarily support the Board, ~~its~~of ~~committees,~~Directors ~~individual directors and management~~ in the ~~governance~~following ~~of the company; and~~ways:

● ~~reviewing~~Identify, onscreen, aand ~~regular~~review ~~basis~~candidates ~~our~~qualified ~~overall~~to ~~corporate~~serve ~~governance~~as directors, and ~~recommending~~recommend ~~improvements~~to asthe ~~and~~board ~~when~~of ~~necessary.~~directors candidates for nomination at the annual general meeting or candidates to fill board vacancies;

~~Guidelines~~● ~~for~~Formulate, ~~Selecting~~recommend ~~Director~~to ~~Nominees~~the board of directors, and oversee the implementation of our corporate governance standards;

~~The~~● ~~guidelines~~Coordinate ~~for~~and ~~selecting nominees,~~oversee ~~which~~the ~~are~~annual ~~specified~~self-assessment inof ~~the~~corporate ~~Nominating~~governance ~~and~~conducted ~~Corporate~~by ~~Governance~~the ~~Committee~~Board ~~Charter~~of Directors, ~~generally~~its ~~provide~~committees, ~~that~~individual ~~person~~directors, toand bemanagement; ~~nominated:~~and

● ~~should~~Conduct ~~have~~regular ~~demonstrated~~reviews ~~notable~~of orour ~~significant~~overall ~~achievements~~corporate ingovernance ~~business,~~practices ~~education~~and orprovide ~~public~~improvement ~~service;~~recommendations when necessary.

●Guide ~~should possess the requisite intelligence, education and experience~~ to ~~make~~Selecting ~~a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and~~Director Candidates

●The ~~should~~nomination ~~have~~criteria stipulated in the ~~highest~~Nomination ~~ethical standards, a strong sense of professionalism~~ and ~~intense~~Corporate ~~dedication~~Governance toCommittee ~~serving~~Charter ~~the~~typically ~~interests~~require ofnominees ~~the stockholders.~~to:

~~The~~● ~~Nominating~~Should ~~and~~demonstrate ~~Corporate Governance~~significant ~~Committee~~or ~~will~~major ~~consider~~achievements ~~a number of qualifications relating to management and leadership experience, background and integrity and professionalism~~ in ~~evaluating~~the afield ~~person’s~~of ~~candidacy for membership on our Board. The Nominating and Corporate Governance Committee may require certain skills or attributes~~business, ~~such~~education ~~as financial~~ or ~~accounting~~public experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The Nominating and Corporate Governance Committee does not distinguish among nominees recommended by stockholders and other persons. There have been no material changes to the procedures by which stockholders may recommend nominees to the Board.service;

●

Should possess the necessary intelligence, education, and experience to make significant contributions to the board of directors, and bring a range of skills, diverse perspectives, and backgrounds to deliberations; and

●

Must possess the highest ethical standards, strong professional awareness, and a firm determination to serve the interests of shareholders.

The Nomination and Corporate Governance Committee evaluates candidates for board membership based on their management experience, leadership background, integrity, and professional competence. The committee may require specific skills or qualifications such as financial or accounting expertise to address temporary board needs, while also considering the overall experience and composition of members to ensure diversity and inclusivity. The committee does not differentiate between candidates recommended by shareholders and others. The shareholder nomination process for board candidates remains unchanged.

Compensation Committee

The ~~members~~Compensation ~~of the compensation~~Committee ~~committee~~consists of ~~the~~John ~~Board~~L. ~~are~~Suprock ~~Ken Hertz, Brian Turner,~~ and ~~Scott~~Jingyu ~~Morris~~Huang, ~~each~~with ofJohn ~~whom~~L. isSuprock anserving ~~independent~~as ~~director~~its ~~under NASDAQ’s listing standards~~Chairman. ~~Ken~~Both ~~Hertz~~John ~~is the chair of the compensation committee~~L. ~~The~~Suprock ~~compensation~~and ~~committee’s~~Jingyu ~~duties,~~Huang ~~which are specified in our~~meet ~~Compensation~~the ~~Committee~~requirements ~~Charter,~~for ~~include,~~‘independent ~~but~~directors’ ~~are~~under ~~not~~Nasdaq ~~limited~~Listing ~~to:~~Rules.

●The ~~reviewing~~responsibilities ~~and~~of ~~approving on an annual basis~~ the Compensation ~~corporate~~Committee ~~goals~~are ~~and~~stipulated ~~objectives~~in ~~relevant to~~ our ~~Chief~~Compensation ~~Executive~~Committee ~~Officer’s compensation~~Charter, ~~evaluating~~including ~~our~~but ~~Chief~~not ~~Executive~~limited ~~Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;~~to:

● ~~reviewing~~Review and ~~approving~~approve annually the ~~compensation~~corporate ofobjectives ~~all~~and targets related to the compensation of our ~~other~~Chief ~~executive~~Executive ~~officers~~Officer (CEO), evaluate the CEO’s performance based on these objectives and targets, and determine and approve the CEO’s compensation (if applicable) according to the evaluation results;

● ~~reviewing~~Review ~~our~~and ~~executive~~approve compensation ~~policies~~for ~~and~~all ~~plans~~other senior executives of ours;

● ~~implementing~~Review ~~and administering~~ our ~~incentive~~executive compensation ~~equity-based~~policies ~~remuneration~~and plans;

● ~~assisting~~Develop ~~management~~and inmanage ~~complying with~~ our ~~proxy~~incentive ~~statement~~compensation and ~~annual~~equity-based ~~report~~compensation ~~disclosure requirements~~plans;

20● Assist management in complying with our letter of authorization and annual report disclosure requirements;

● ~~approving~~Approve all special ~~perquisites~~benefits, special cash payments, and other special compensation and benefit arrangements for our ~~executive~~executives ~~officers~~ and employees;

● ifPrepare ~~required,~~an ~~producing~~executive acompensation report onif ~~executive~~required, ~~compensation~~and toincorporate beit ~~included~~into in our annual ~~proxy statement~~mandate; and

● ~~reviewing~~Review, ~~evaluating~~evaluate, and ~~recommending~~recommend ~~changes,~~adjustments ~~if appropriate,~~ to ~~the~~director ~~remuneration~~compensation ~~for~~as ~~directors~~appropriate.

~~Code~~Business Ethics and Code of ~~Ethics~~Conduct

We have ~~adopted~~established a ~~Code of~~code ~~Ethics~~of ethics applicable to all ~~of our~~ directors and ~~officers,~~senior management personnel (including our ~~principal~~Chief ~~executive~~Executive ~~officer~~Officer, ~~principal~~Chief ~~financial~~Financial ~~officer~~ Officer, and ~~principal accounting~~Chief ~~officer.~~Accounting AOfficer), ~~copy~~as ofdetailed ~~our~~in ~~Code~~Appendix 14.1 of ~~Ethics~~the is8-K ~~incorporated~~filing bydated ~~reference~~October as6, ~~Exhibit~~2025. 14The tocurrent ~~this~~annual ~~Annual~~report’s ~~Report~~Appendix 14.1 Inincorporates ~~addition,~~ a copy of ~~the~~our ~~Code~~code of ~~Ethics~~ethics ~~will~~through becitation. ~~provided~~Additionally, ~~by us without charge~~ upon request., Wewe ~~intend~~will toprovide ~~disclose~~a ~~any~~complimentary ~~amendments~~copy ~~to or waivers~~ of ~~certain~~the ~~provisions~~code of ~~our Code of Ethics in a Current Report on Form 8-K~~ethics.

Insider Trading Policy

We have not ~~adopted~~yet ~~an insider~~established insider trading ~~policy~~policies and procedures ~~governing~~to regulate the purchase, sale, ~~and/~~or other ~~dispositions~~disposal of the ~~registrant~~Registrant’s securities by directors, ~~officers~~senior ~~and~~executives, employees, or the ~~registrant~~Registrant itself,. ~~that~~These ~~are~~policies and procedures should be reasonably designed to ~~promote~~facilitate compliance with insider trading laws, ~~rules and~~ regulations, and ~~any~~applicable listing standards ~~applicable~~for to the ~~registrant~~Registrant. We ~~expect~~anticipate ~~that~~formulating and implementing such apolicies ~~policy~~and ~~will~~procedures ~~be adopted~~ by ~~the post-business combination company in connection with a business combination transaction~~2026.

~~Conflicts~~Limitation of ~~Interest~~Liability and Compensation for Executives and Directors

InOur ~~general,~~amended ~~officers~~ and ~~directors~~restated Company ofRegistration aCertificate ~~corporation~~stipulates ~~incorporated~~that ~~under~~we shall indemnify our directors and senior officers within the maximum authorized scope pursuant to current Delaware laws ofor any future amendments thereto. Furthermore, the ~~State~~revised ofregistration ~~Delaware~~certificate ~~are~~specifies ~~required~~that directors shall not be liable to ~~present~~us ~~business~~for ~~opportunities~~monetary compensation arising from breaches of fiduciary duties in their capacity as directors, unless they have violated their duty of loyalty to aus ~~corporation~~or our shareholders, acted in bad faith, intentionally or knowingly violated laws, authorized ~~if:~~illegal dividend distributions, engaged in unauthorized stock purchases or redemptions, or obtained improper personal benefits from their directorship.

●We ~~the~~have ~~corporation~~entered ~~could~~into ~~financially~~agreements with ~~undertake~~management personnel and directors to provide contractual compensation in addition to the ~~opportunity;~~indemnities specified in our amended and restated company registration certificate. Our articles of association further authorize us to purchase insurance on behalf of any manager, director, or employee to assume liability arising from their conduct, regardless of whether Delaware law permits compensation. We have acquired directors and senior executives liability insurance that, under certain circumstances, provides coverage for defending, settling, or paying judgment costs on behalf of our directors and senior executives, while also safeguarding our obligation to compensate them.

~~● the opportunity is within the corporation’s line of business; and~~42

●These itprovisions ~~would~~may ~~not~~prevent shareholders befrom ~~fair~~filing tolawsuits against directors for breaching fiduciary duties. They could also reduce the ~~corporation~~likelihood of derivative lawsuits against directors and ~~its~~senior ~~stockholders~~executives, ~~for~~even ~~the~~though ~~opportunity~~such ~~not~~lawsuits tomight behave ~~brought~~been beneficial to ~~the~~us ~~attention~~and ofour ~~the~~shareholders ~~corporation~~if won. Furthermore, if we incur settlement costs and damages for directors and executives under these compensation clauses, shareholders’ investments could suffer adverse impacts. We believe these provisions, insurance arrangements, and compensation agreements are essential for attracting and retaining talented and experienced directors and senior executives.

~~Our~~Regarding ~~amended~~the possibility of exempting our directors, senior executives, and ~~restated~~controlling ~~certificate~~shareholders from liabilities under the Securities Act pursuant to the aforementioned ofor ~~incorporation~~other ~~provides~~regulations, we have learned that: the U.S. Securities and Exchange Commission (SEC) deems such exemptions contrary to the public policy embodied in the Securities Act and therefore unenforceable.

● except as may be prescribed by any written agreement with us, we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue; and

● our officers and directors will not be liable to our company or our stockholders for monetary damages for breach of any fiduciary duty by reason of any of our activities to the fullest extent permitted by Delaware law.

Our officers and directors are, and may in the future become, affiliated with other companies. In order to minimize potential conflicts of interest which may arise from such other corporate affiliations, each of our officers and directors has contractually agreed, pursuant to a written agreement with us, until the earliest of our execution of a definitive agreement for a business combination, our liquidation or such time as he or she ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity, any suitable business opportunity which may reasonably be required to be presented to us, subject to any fiduciary or contractual obligations he or she might have. The foregoing agreement does not restrict our officers from becoming affiliated with other companies in the future which could take priority over our company; however, we believe that such agreement still benefits us because our officers and directors are obligated to present suitable business opportunities to us to the extent that none of their other fiduciary or contractual obligations require them to present it to another entity.

The following table summarizes the pre-existing fiduciary or contractual obligations of our officers and directors:

Name of Individual(s) Name of Affiliated Company Position at Affiliated Company Jose Antonio Bengochea Bengochea Capital, LLC Bengochea SPAC Sponsors I LLC CEO, Founder CEO Iron Horse Acquisitions Corp. II CEO and Chairman Jane Waxman None None William J. Caragol, Jr Quidem LLC Mainz Biomed N.V. Janover, Inc. Worksport Ltd. Thermomedics Inc. Iron Horse Acquisitions Corp. II Managing Director CFO Director Director Chairman CFO and Director Brian Virgil Turner McKinstry Inc. Institute of Systems Biology Ecellix Inc. Netwrix, Inc. Aesthetic Revolution, Inc. Director, Audit Chair Director, Audit Chair Director Director Director Avista Gonzaga University, Board of Trustees Chairman of the Board Director Scott Lawrence Morris McKinstry Inc. Director California Water Service Director Ken Hertz Hertz Lichtenstein Young & Polk LLP Membrain, LLC JUST Goods, Inc. Partner Founder Director, Co-Founder

While the foregoing may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

Investors should also be aware of the following additional potential conflicts of interest:

● None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

● Unless we consummate our initial business combination, our officers, directors and initial stockholders will not receive reimbursement or repayment for any out-of-pocket expenses incurred by them, or loans made to us, to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account.

● The Founder Shares beneficially owned by our initial stockholders, and the private warrants purchased by our initial stockholders, and any warrants which our officers or directors may purchase in the aftermarket will expire worthless if a business combination is not consummated. This is because our officers and directors and affiliates will not receive liquidation distributions from the trust account with respect to any of the Founder Shares or warrants.

For the foregoing reasons, our Board may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination with.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our officers, directors or initial stockholders unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, that the business combination is fair to our unaffiliated stockholders from a financial point of view. We will also need to obtain the approval of a majority of our disinterested independent directors. Furthermore, in no event will any of our initial stockholders, members of our management team or their respective affiliates be paid any compensation prior to, or for any services they render in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is) other than the payment of a total of $12,000 per month to our sponsor in exchange for management support, administrative, office space, and other services, as well as repayment of the loan from our sponsor and reimbursement of any out-of-pocket expenses.

Limitation on Liability and Indemnification of Officers and Directors

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 have entered 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 have purchased 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.

Delinquent Section 16(a) Beneficial Ownership Reports

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Specific due dates have been established by the SEC, and we are required to disclose in this Annual Report any failure to file required ownership reports by these dates. Based solely upon a review of forms filed with the SEC and the written representations of such person, we are aware of the following: (i) the sponsor, Bengochea SPAC Sponsors I LLC, a greater than 10% stockholder, failed to timely file a Form 3 when the registration statement on Form S-1 (File No. 333-275076) and the registration statement on Form S-1MEF (File No. 333-276282) with respect to the IPO became effective on December 26, 2023; (ii) the sponsor, Bengochea SPAC Sponsors I LLC, failed to timely file a Form 4 to report the purchase of 2,457,000 private warrants in a private placement that was consummated simultaneously with the closing of the IPO on December 29, 2023; and (iii) the sponsor, Bengochea SPAC Sponsors I LLC, failed to timely file a Form 5 within 45 days after the company’s fiscal year ended on December 31, 2023 to report the transactions described above, which should have been reported on a Form 3 or Form 4.

ITEM 11. EXECUTIVE COMPENSATION

Director and Executive Compensation

NoFor ~~executive~~the ~~officer~~year ~~has~~ended ~~received any~~December ~~cash~~31, ~~compensation for services rendered to us. However~~2025, we ~~entered~~paid ~~into an administrative services agreement pursuant to which, commencing~~cash oncompensation ~~the date~~ of ~~the closing of our IPO and lasting for 12 months from such date of closing of our IPO~~728, ~~we will pay $12,~~000 ~~per~~yuan ~~month~~ to ~~our~~ ~~sponsor~~directors inand ~~exchange~~senior ~~for~~ management ~~support,~~teams. ~~administrative,~~We ~~office~~did ~~space,~~not ~~and~~reserve ~~other~~or ~~services,~~accrue ~~which~~any ~~amounts~~amount ~~our~~for ~~sponsor~~senior ~~would~~management ~~have~~teams ~~discretion~~ to ~~use~~provide ~~as it sees fit in connection with its operations~~pensions, ~~including,~~retirement ~~potentially~~benefits, byor ~~making~~other ~~payments~~similar ~~to our Chief Executive Officer in his individual capacity because he is also the Chief Executive Officer of our sponsor~~benefits. ~~This~~According ~~arrangement would be solely pursuant~~ to ~~any~~legal ~~agreements~~requirements, ~~between~~ our ~~Chief~~Chinese ~~Executive~~mainland ~~Officer and our sponsor, to which the Company is not a party, and any such payments would~~subsidiaries ~~not~~are berequired ~~intended~~ to ~~provide~~contribute ~~our Chief Executive Officer with compensation in lieu of~~ a ~~salary~~certain ~~for~~percentage ~~his service as Chief Executive Officer~~ of ~~the~~each ~~Company.~~employee’s ~~Our~~salary ~~sponsor,~~to ~~officers~~pension ~~and directors~~insurance, ormedical ~~any affiliate of our sponsor or officers~~insurance, ~~will~~unemployment ~~also be reimbursed for any out-of-pocket~~insurance, expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of outwork-~~of-pocket~~related ~~expenses~~injury ~~reimbursable~~insurance, bymaternity ~~us; provided~~insurance, ~~however,~~and ~~that to~~other ~~the~~statutory ~~extent such expenses exceed the available proceeds not deposited in the trust account~~benefits, ~~such~~as ~~expenses~~well ~~would~~as ~~not~~housing beprovident ~~reimbursed by us unless we consummate an initial business combination~~funds. ~~They may also receive repayment for any loans made by them to us for working capital needs or extending our time to consummate an initial business combination.~~

NoEmployment ~~other~~Agreement ~~cash compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers~~ and ~~directors,~~Indemnity or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate the consummation of our initial business combination (regardless of the type of transaction that it is).Agreement

23All executives have entered into employment contracts with the company. These contracts stipulate fixed-term employment terms, allowing termination without prior notice or compensation in cases of policy violations, criminal convictions, persistent failure to satisfactorily perform contractual duties, or misconduct/insincerity detrimental to corporate interests. The employment relationship may also be terminated without cause upon written notice given 30 days in advance. Executives may resign at any time provided they submit written notice 30 days prior to departure.

~~After~~All ~~our~~senior ~~initial~~executives ~~business combination,~~have ~~members~~agreed ofto ~~our~~maintain ~~management team who remain with the combined company may be paid consulting, management or other fees from~~strict ~~the~~confidentiality ~~combined~~regarding ~~company~~all ~~with~~confidential ~~any~~information and ~~all~~trade ~~amounts~~secrets ~~being~~of ~~fully~~our ~~disclosed to stockholders~~company, toincluding ~~the~~those ~~extent~~belonging ~~then~~to ~~known,~~our inclients ~~the~~or ~~proxy solicitation~~potential ~~materials~~clients, ~~furnished~~as towell ~~our~~as ~~stockholders.~~any Asconfidential ~~disclosed~~or ~~above,~~proprietary ~~the~~information ~~Business~~received ~~Combination~~from ~~Agreement~~third ~~provides~~parties ~~that~~and ~~New~~subject ~~CFI~~to ~~will~~confidentiality ~~enter into~~obligations, aboth ~~Consulting~~during ~~Agreement~~employment ~~with~~and ~~each~~after oftermination ~~Mr.~~or ~~Bengochea~~expiration ~~and~~of ~~Mr.~~their ~~Caragol~~employment contracts, ~~which~~unless ~~will~~necessary befor ~~effective~~performing ~~immediately~~employment-related duties ~~after~~or ~~closing~~as ofrequired ~~the~~by ~~business~~applicable ~~combination~~laws. ~~Mr.~~ ~~Bengochea~~The ~~and~~executives ~~Mr.~~further ~~Caragol~~agree ~~shall~~to ~~assist~~disclose ~~New~~to ~~CFI’s~~us ~~management~~all inventions, ~~board~~designs, ~~of directors~~ and ~~committees~~trade insecrets ~~regard to (i) financial reporting~~conceived, ~~(ii)~~developed, ~~SEC~~or ~~filings~~implemented ~~(iii)~~during ~~coordination~~their ~~with its auditors~~employment, ~~(iv)~~transfer ~~governance~~all ~~issues~~rights, ~~(v) investor relations~~ownership, and ~~(vi)~~interests ~~any~~thereof ~~other~~to ~~activities that are reasonably requested. In addition~~us, ~~they~~and ~~will~~assist ~~attend~~in ~~all New CFI’s Board of Director meetings as an observer. The Consulting~~obtaining ~~Agreement~~and ~~will~~enforcing bepatents, ~~for a six month term post-Closing~~copyrights, ~~unless~~and ~~earlier~~other ~~terminated~~legal orrights ~~extended~~related byto ~~the~~these ~~parties~~innovations. ~~The consulting fee shall be 500~~Additionally,~~000~~ ~~restricted~~each ~~shares~~senior ofexecutive ~~New~~has ~~CFI common stock, which shares shall be registered on a registration statement post-Closing. Any additional~~agreed ~~compensation~~ to be ~~paid~~bound ~~upon extension of the term shall be mutually agreed to~~ by ~~and~~non-compete ~~between New CFI~~ and ~~each~~non-recruitment ofclauses ~~Mr.~~during ~~Bengochea~~their ~~and~~tenure ~~Mr. Caragol. New CFI shall reimburse each of Mr. Bengochea~~ and ~~Mr.~~typically ~~Caragol~~ for ~~ordinary~~one ~~and~~year ~~customary~~after ~~expenses incurred in performing the consulting services~~departure. ~~Any extraordinary expenses, require consent of New CFI.~~

~~Clawback~~We ~~Policy~~have entered into indemnification agreements with each director and senior executive. Pursuant to these agreements, we agree to compensate directors and senior executives for certain liabilities and expenses arising from claims resulting from their roles as directors or senior executives of the Company.

AsIn ~~required by the NASDAQ rules~~addition, ~~our~~pursuant ~~Board has adopted a clawback policy (the “Clawback Policy”) permitting the Company~~ to ~~seek~~Section ~~the~~3.11 ~~recovery~~ of ~~incentive compensation received by any~~ the ~~Company’s current and former executive officers (as determined by the~~ Compensation ~~Committee of~~ ~~the~~Clause ~~Company’s Board~~ in ~~accordance~~the ~~with~~8-K ~~Section~~filing ~~10D~~annex of3.2 ~~the~~revision ~~Exchange Act~~ and ~~the~~restatement ~~rules~~details ofdated ~~the~~October ~~Nasdaq~~6, ~~Global~~2025, ~~Market)~~directors ~~and such other senior executives/employees who~~ may ~~from~~receive ~~time~~attendance tofees ~~time~~for beeach board ~~deemed~~meeting ~~subject to the Clawback Policy by the Compensation Committee~~ (~~collectively, the~~if ~~“Covered Executives”~~applicable), ~~during~~as ~~the~~well ~~three~~as ~~completed~~a ~~fiscal~~fixed ~~years~~amount ~~immediately~~(in ~~preceding~~cash ~~the~~or ~~date~~other onforms ~~which the Company is required to prepare an accounting restatement~~ of ~~its~~consideration) ~~financial~~or ~~statements~~their ~~due~~stipulated tosalary ~~the~~for ~~Company’s material noncompliance with any financial~~attending ~~reporting~~board ~~requirement under the securities laws~~meetings. ~~The~~No ~~amount~~such topayments beshall ~~recovered~~preclude ~~will~~any bedirector ~~the~~from ~~excess~~serving of the ~~incentive~~company ~~compensation~~in ~~paid~~other tocapacities ~~the Covered~~and ~~Executive~~receiving ~~based on the erroneous data over the incentive~~ compensation ~~that would have been paid to the Covered Executive had it~~therefor. ~~been~~Members ~~based~~of on the ~~restated~~Special ~~results, as determined by the Compensation~~ Committee. Ifor ~~the~~Executive ~~Compensation~~ Committee ~~cannot~~may ~~determine~~be ~~the~~compensated ~~amount of~~for ~~excess~~attending ~~incentive~~committee compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatementmeetings. Because we do not anticipate paying any cash compensation to our prospective Covered Executives, we do not anticipate paying any incentive compensation which could become subject to clawback under the Clawback Policy.

Stock Incentive Plan

None.

Awarded Prizes

None.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The ~~following~~ table ~~sets~~below ~~forth~~presents ~~information regarding~~ the beneficial ownership information of our ~~shares of~~ common ~~stock~~shares as of ~~the~~December ~~date~~31, ~~of this Annual Report by~~2025:

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

● ~~each~~Each of our ~~officers~~named executives and directors; and

● ~~all~~All of our ~~officers~~senior executives and directors as a ~~group~~single entity.

~~Unless~~The ~~otherwise~~determination ~~indicated,~~of webeneficial ~~believe~~ownership ~~that~~is ~~all~~based ~~persons~~on ~~named~~regulations inissued by the ~~table~~U.S. ~~have~~Securities ~~sole~~and ~~voting~~Exchange ~~and~~Commission ~~investment~~(SEC). ~~power~~These ~~with~~regulations ~~respect~~generally tostipulate ~~all~~that ~~shares~~an individual holds beneficial ownership of ~~common~~a ~~stock~~security ~~beneficially~~if ~~owned~~they bypossess ~~them. The~~either ~~following~~individual ~~table~~or ~~does~~joint ~~not~~voting ~~reflect~~rights ~~any~~or ~~contractual~~investment rights, ~~the~~including ~~individuals~~currently exercisable ~~below~~or ~~may~~options ~~have~~and towarrants ~~ultimately~~available ~~receive~~for ~~any~~exercise ofwithin ~~the~~60 ~~private~~days. ~~placement warrants~~Unless ~~owned~~otherwise byspecified ~~Bengochea~~in ~~SPAC~~the ~~Sponsors~~footnote Ibelow ~~LLC,~~and assubject to ~~the~~applicable ~~private~~community ~~placement~~property ~~warrants~~laws ~~are~~and ~~not~~similar ~~exercisable~~legal ~~within~~provisions, 60we ~~days~~believe that each of the ~~date~~listed ofindividuals ~~this~~holds individual voting ~~Annual~~rights ~~Report~~and oninvestment ~~Form~~rights ~~10-K~~regarding such shares.

Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Shares of Common Stock
Jose Antonio Bengochea (2)		1,932,000		21.79	%
Brian Turner (3)		155,000		1.75	%
Jane Waxman		65,000		*
William Caragol (4)		80,000		*
Ken Hertz		55,000		*
Scott Morris (5)		95,000		1.07	%
Bengochea SPAC Sponsors I LLC (6)		1,932,000		21.79	%
All directors and executive officers as a group (6 individuals) (7)		835,000		9.42	%(8)

The percentage of common shares actually held by the parties listed in the table below is calculated based on 52,234,983 issued and tradable common shares as of December 31, 2025.

(1) Unless otherwise indicated, the business address of each of the individuals is c/o Iron Horse Acquisitions Corp., P.O. 2506, Toluca Lake, California 91610. Share amounts indicated for each director and each officer are inclusive of both amounts held by the sponsor on behalf of each individual for their service as a director or officer of the Company as well as amounts held by the sponsor on behalf of each individual, to the extent applicable, in their capacities as investors in the sponsor.

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		91.30	%
Directors and Executive Officers
Zhenjun Jiang, Chairman of the Board, Chief Executive Officer		47,689,349		91.30	%
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		47,689,349		91.30	%

2444

(2)	This number includes, (i) 47,500 shares held by the sponsor on behalf of Mr. Bengochea for his service as a director and officer of the Company, (ii) 701,500 shares held by the sponsor of which (a) 149,000 shares are held for individuals on the basis of funds paid to Bengochea Capital LLC, a limited liability company controlled solely by Mr. Bengochea and invested in the sponsor, (b) 215,000 shares that at the closing of an initial business combination, may be transferred to (or allocated between) Mr. Bengochea and a fund that invested in Bengochea Capital LLC, and (c) 337,500 shares are held on behalf of Mr. Bengochea; (iii) 532,000 shares, in the aggregate, held by the sponsor on behalf of our current and former directors, officers, and advisors as a group (other than Mr. Bengochea), which shares are for services and funds paid to the Sponsor, and (iv) 651,000 shares held by the sponsor on behalf of a fund that invested in Bengochea Capital LLC.
(3)	Figures in this row include 70,000 shares held by the sponsor on behalf of Mr. Turner for his service as a director of the Company as well as 85,000 shares held by the sponsor on behalf of Mr. Turner on the basis of funds invested by Mr. Turner in Bengochea Capital LLC.
(4)	Figures in this row include 30,000 shares held by the sponsor on behalf of Mr. Caragol for his service as an officer of the Company as well as 50,000 shares held by the sponsor on behalf of Mr. Caragol on the basis of funds invested by Mr. Caragol in Bengochea Capital LLC.
(5)	Figures in this row include 45,000 shares held by the sponsor on behalf of Mr. Morris for his service as a director of the Company as well as 50,000 shares held by the sponsor on behalf of Mr. Morris on the basis of funds invested by Mr. Morris in Bengochea Capital LLC.
(6)	This number includes, (i) 47,500 shares held by the sponsor on behalf of Mr. Bengochea for his service as a director and officer of the Company, (ii) 701,500 shares held by the sponsor of which (a) 149,000 shares are held for individuals on the basis of funds paid to Bengochea Capital LLC, a limited liability company controlled solely by Mr. Bengochea and invested in the sponsor, (b) 215,000 shares that at the closing of an initial business combination, may be transferred to (or allocated between) Mr. Bengochea and a fund that invested in Bengochea Capital LLC, and (c) 337,500 shares are held on behalf of Mr. Bengochea; (iii) 532,000 shares, in the aggregate, held by the sponsor on behalf of our current and former directors, officers, and advisors as a group (other than Mr. Bengochea), which shares are for services and funds paid to the Sponsor, and (iv) 651,000 shares held by the sponsor on behalf of a fund that invested in Bengochea Capital LLC. The sponsor is controlled by Bengochea Capital LLC, which is owned solely by Mr. Bengochea. As of the date of this proxy statement/prospectus, Bengochea Capital LLC and Mr. Bengochea are deemed to have voting and dispositive power over the shares. The address for Mr. Bengochea and Bengochea Capital LLC is P.O. Box 2506 Toluca Lake, CA, 91610. Mr. Bengochea and Bengochea Capital LLC disclaims beneficial ownership with respect to 1,547,000 shares.
(7)	Figures in this row only include all shares held by the sponsor on behalf of our directors and officers as a group, whether such shares are attributable to a director or officer on the basis of his or her service as such or on the basis of funds invested by a director or officer in Bengochea Capital LLC (including, in the case of Mr. Bengochea, funds invested through Bengochea Capital LLC).
(8)	All percentages are approximate, and are based upon a total of 8,867,000 shares of common stock outstanding (inclusive of shares included in our units) as of February 21, 2025.
(*)	Less than 1%, rounded down to the nearest 0.1%

~~Our~~Principal initial stockholders own approximately 22% of the issued and outstanding shares of common stock. Because of the ownership block held by our officers, directors and initial stockholders, such individuals may be able to effectively exercise influence over all matters requiring approval by our stockholders, including the election of directors and approval of significant corporate transactions other than approval of our initial business combination.Shareholder

~~All~~Please ofrefer the Founder Shares have been placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until the earlier of 180 days after the date of the consummation of our initial business combination, or earlier if, subsequent to ~~our~~“Section ~~initial~~12: ~~business~~Security ~~combination, we consummate~~Ownership ~~a liquidation, merger, stock exchange or other similar transaction which results in all~~ of ~~our~~Certain ~~stockholders~~Beneficial ~~having~~Owners ~~the~~and ~~right~~Management toand ~~exchange their~~Related ~~shares~~Stockholder ~~of common stock for cash, securities or other property~~Matters.”

~~During~~Related ~~the~~Party escrow period, the holders of these shares will not be able to sell or transfer their securities except for transfers, assignments or sales (i) among our initial stockholders or to our initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon its liquidation, (iii) by bona fide gift 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, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in connection with the consummation of our initial business combination, or (vii) in connection with the consummation of a business combination at prices no greater than the price at which the shares were originally purchased, in each case (except for clause (vi) or with our prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions, but will retain all other rights as our stockholders, including, without limitation, the right to vote their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the Founder Shares.Policy

25Our ethical guidelines require us to avoid all related-party transactions that may create actual or potential conflicts of interest, unless approved by the board of directors (or audit committee). Related-party transactions are defined as: (1) transactions involving a total amount exceeding $120,000 in any calendar year, (2) where we or any of our subsidiaries are participating parties, and (3) where any of the following individuals hold or may hold significant direct or indirect interests: (a) executives, directors, or director nominees; (b) beneficial owners holding over 5% of our common stock; or (c) immediate family members of individuals specified in (a) and (b) (excluding cases where individuals serve as directors of another entity or where beneficial ownership is below 10%). Conflicts of interest may arise when an individual’s conduct or interests could impair objective and effective performance of duties. Conflicts may also occur if an individual or their family members obtain improper personal benefits through their positions.

~~Our~~In ~~sponsor~~accordance ~~has~~with ~~also~~our ~~agreed~~written bylaws, the Audit ~~not~~Committee is responsible for reviewing and approving related-party transactions conducted by the company. When determining whether to approve ~~transfer~~such transactions, ~~assign~~the orAudit ~~sell~~Committee ~~any~~considers ofall relevant factors, including whether the ~~private~~terms ~~warrants~~offered ~~and~~to ~~underlying~~related ~~securities~~parties are ~~(except~~no less favorable than those typically provided to non-related third parties in ~~connection~~comparable ~~with~~circumstances, ~~the~~as ~~same~~well ~~limited~~as ~~exceptions~~the extent of ~~that~~the related party’s interest in the ~~Founder~~transaction. ~~Shares~~Directors ~~may~~are beprohibited ~~transferred~~from asparticipating ~~described~~in ~~above)~~approving ~~until~~transactions ~~after~~involving related parties, but they must provide the ~~completion~~Audit ofCommittee ~~our~~with ~~initial~~all ~~business~~material ~~combination~~information regarding such transactions. InAdditionally, ~~the~~we require ~~event~~every ofdirector aand ~~liquidation~~senior ~~prior~~executive to ~~our~~complete ~~initial~~a ~~business~~Director ~~combination,~~and ~~the~~Senior ~~private~~Executive ~~warrants~~Questionnaire ~~will~~to ~~likely~~gather beinformation ~~worthless~~on related-party transactions.

~~There~~These procedures are nodesigned ~~circumstances~~to ordetermine ~~arrangements under which there will be~~whether ~~direct~~any ~~transfers~~such ofrelated-party ~~membership~~transactions ~~interests~~compromise of the ~~sponsor~~independence byof ~~Bengochea~~directors ~~Capital~~or ~~LLC.~~raise Inconflicts ~~October 2023, Bengochea Capital LLC entered into Founder’s Shares and Private Warrant Purchase Agreements whereby Bengochea Capital has reserved, in the aggregate, 1,932,000 shares~~ of ~~Founder~~interest ~~Shares~~among ~~and 2~~directors,~~457,000~~ ~~Private Warrants held by the sponsor to be transferred to certain individuals and funds~~employees, ~~after the expiration~~ ofor ~~the~~senior ~~lock-up period~~executives.

InOur ~~order~~audit tocommittee ~~meet~~will ~~our~~review ~~working capital~~all ~~needs~~payments ~~following~~made to ~~the consummation of~~ our ~~IPO~~shareholders, ~~our~~senior ~~initial~~executives ~~stockholders,~~or ~~officers,~~ directors ~~and their affiliates may~~, ~~but~~or ~~are not obligated~~ to, ~~loan~~ us ~~funds, on a non-interest bearing basis, from time to time~~ or ~~at any time, in whatever amount they deem reasonable in~~ their ~~sole discretion. Each loan would be evidenced by a promissory note. The notes would be paid upon consummation of our initial business combination~~affiliates, ~~without~~on ~~interest. In the event that the initial business combination does not close, we may use~~ a ~~portion~~quarterly ~~of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment~~basis.

~~Our~~Satisfaction ~~executive~~and ~~officers~~Discharge ~~are~~Agreement ~~our~~with ~~“promoters,” as that term is defined under the federal securities laws.~~Sponsor

~~ITEM~~On September 30,2025, CFI reached a settlement agreement with the sponsor Bengochea SPAC Sponsors I LLC to fulfill its obligations under the business combination agreement, specifically to fund the $3,079,293.09 in sponsor debt upon completion of the merger. As part of the agreement, Iron Horse paid $1,657,949.96 in cash to the sponsor on the same day to settle partial debt obligations. On September 30,2025, Iron Horse and CFI jointly issued a $1,421,343.13 senior note to the sponsor, maturing on November 15,2025, with a 15% default interest rate applicable in the event of specified default events. To ~~CERTAIN~~secure ~~RELATIONSHIPS~~repayment, ~~AND~~Iron ~~RELATED~~Horse ~~TRANSACTIONS~~retained 5,000,000 ~~AND~~common ~~DIRECTOR~~shares ~~INDEPENDENCE~~(“Sponsor Reserve Shares”) with Continental Securities Transfer Trust pursuant to irrevocable transfer instructions. Should the principal of the sponsor’s promissory note fail to be paid promptly, the sponsor may issue a notice to Continental Securities Transfer Trust (subject to a 4.99% beneficial ownership cap) to transfer the Reserve Shares to itself (“Sponsor Delivery Notice”) without requiring consent from Iron Horse or CFI. Failure to complete the transfer within 48 hours would trigger the aforementioned 15% default interest rate. The company must submit a resale registration declaration for any reserved shares issued within 60 days after the Mainland Securities Transfer Trust Company receives the sponsor’s delivery notice. As of December 31, 2025, the total outstanding amount of sponsor payable notes and held sponsor payable notes amounted to $454,690. According to the data on the preparation date of the consolidated financial statements, our company has violated the payment obligation under the sponsor’s payable notes and is currently negotiating with the sponsor to extend the maturity date of the notes.

In November 2021, we issued 5,750,000 Founder Shares to our sponsor, for $25,000 in cash, at a purchase price of approximately $0.00435 per share, in connection with our organization. In September 2022, the initial stockholders surrendered 2,875,000 Founder Shares for no consideration, resulting in there being an aggregate of 2,875,000 Founder Shares outstanding. In September 2023, the initial stockholders surrendered 943,000 Founder Shares for no consideration, resulting in there being an aggregate of 1,932,000 Founder Shares outstanding. In December 2023, we issued an additional 32,200 Founder Shares to maintain the proportionate share of the sponsor in the Company, resulting in the sponsor holding 1,964,200 Founder Shares. Bengochea SPAC Sponsors I LLC shall subsequently transfer, in connection with the consummation of our initial business combination, certain of such shares to our officers, directors and other individuals at the same price originally paid for such shares. Following the expiration date for the over-allotment option exercise described in our Prospectus, our initial stockholders forfeited an aggregate of 32,200 shares of common stock in proportion to the portion of the over-allotment option that was not exercised by the underwriters in our IPO, so that the holders would collectively own 22% of the Company’s issued and outstanding shares after the IPO. On February 12, 2024, the remainder of the over-allotment option to purchase 115,000 Units expired and the 32,200 Founder Shares were forfeited, resulting in the sponsor holding an aggregate of 1,932,000 Founder Shares.45

~~The~~As ~~holders~~ of ~~our Founder Shares, as well as~~ the ~~holders~~reporting ofdate ~~the Representative Shares, private warrants and any warrants our initial stockholders, officers, directors or their affiliates may be issued in payment~~ of ~~working~~this ~~capital~~annual ~~loans made to us (and all underlying securities)~~report, ~~will be entitled to~~ ~~registration~~the ~~rights~~note ~~pursuant~~has tonot abeen ~~registration rights agreement we entered into on December 27, 2023~~honored. The ~~holders~~company ofholds ~~a majority of these securities are entitled to make up to two demands that we register such securities~~$33.01 ~~The~~million ~~holders~~in ofcash the majority of the founder’s shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Representative Shares, private warrants and ~~warrants~~cash ~~issued in payment of working capital loans made to us (or underlying securities) can elect to exercise these registration rights at any time after we consummate a business combination. In addition~~equivalents, ~~the~~which ~~holders~~is ~~have~~sufficient ~~certain “piggy-back” registration rights with respect~~ to ~~registration~~cover ~~statements filed subsequent to our consummation of a business combination. Notwithstanding anything to~~ the ~~contrary, EF~~repayment ~~Hutton~~plans ~~may~~for ~~only make a demand on one occasion and only during~~ the ~~five-year period beginning on the effective date of the registration statement of which this Annual Report forms a part. In addition~~note, EFdemonstrating ~~Hutton~~strong ~~may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this Annual Report forms a part~~liquidity. ~~We will bear the expenses incurred in connection with the filing of any such registration statements.~~

~~Prior~~Transactions towith ~~the~~Related ~~closing~~Parties ~~of our~~in ~~IPO, our sponsor agreed to loan us up to $1,500,000 to be used for a portion of~~ the ~~expenses of the IPO. On November 30, 2021, and~~Course as amended on July 11, 2022, November 1, 2022, May 15, 2023, June 30, 2023, and October 4, 2023, the Company issued a $1,500,000 (as amended) principal amount unsecured promissory note to the sponsor, which is an affiliate of ~~the~~Business Company’s Chief Executive Officer. This loan is non-interest bearing, unsecured and repayable upon the date on which the Company consummates its initial business transaction or, at the Company’s discretion, if funds allow. As of December 31, 2024 and 2023, there was $627,781 and $557,781 outstanding under the promissory note – related party, respectively. This loan is non-interest bearing, unsecured and repayable upon the date on which the Company consummates its initial business combination or, at the holder’s discretion, if funds allow. The principal balance may be prepaid at any time.Operations

WeAs ~~pay~~of ~~$12,000~~December ~~per month to our sponsor in exchange for management support~~31, ~~administrative~~2025, ~~office~~Iron ~~space,~~Horse ~~and~~entered ~~other services. We will cease paying these monthly fees~~into 12a ~~months~~loan ~~from~~agreement ~~the~~with ~~date of the close of our IPO~~Mr. ~~See~~Jiang ~~“Executive~~Zhenjun, ~~Compensation”~~a ~~for~~shareholder ~~further information relating to this payment and the possibility that some portion~~ of the ~~amount~~Group, ~~may~~who be paid byon ~~our~~its ~~sponsor~~behalf tothe ~~our~~total ~~Chief~~acquisition-related ~~Executive~~fees ~~Officer~~amounting to $1,715,250.

WeAs ~~have~~of ~~entered~~December ~~into~~31, ~~agreements~~2025, CFI had conducted related-party transactions with ~~our~~Mr. ~~officers~~Jiang ~~and~~Zhenjun, ~~directors~~a togroup ~~provide~~shareholder. ~~contractual~~Mr. ~~indemnification~~Jiang inpaid ~~addition~~on tobehalf of CFI the ~~indemnification~~following ~~provided~~fees: $78,000 for inthe ~~our~~2024 ~~amended~~annual audit, $3,825 for U.S. agent fees, HK$16,280 for the 2025 annual filing fee, membership roster and ~~restated~~income ~~certificate~~ownership ofinformation ~~incorporation~~registration fee, and RMB 7,755 for CFI’s name change fee.

26As of December 31, 2025, CFI HK had conducted related-party transactions with Mr. Jiang Zhenjun, a group shareholder. Mr. Jiang paid on behalf of CFI HK the following fees: HKD 4,500 for the 2024 annual filing fee, office registration fee, and business registration update fee; RMB 2,068 for the name change fee; and HKD 800 for the 2024-2025 profit tax filing service fee.

OnEmployment January 4, 2024, the Company initiated a lawsuit against Omnia Global a/k/a Omnia Schweiz GmbH, Daniel Hansen, Mette Abel Hansen, and James Mair Findlay (collectively, “Omnia”) by filing a complaint in the U.S. District Court for the Southern District of New York, Case No. 1:24-cv-00048 alleging that Omnia had breached the Pre-Purchase Agreement by and ~~between~~Indemnity the Company and Omnia, dated as of May 12, 2023. The Company and Omnia have agreed to an amicable resolution of the lawsuit on mutually acceptable terms and without admission of fault by any party. On March 11, 2024, the Company settled an outstanding lawsuit against Omnia and the sponsor received the net lawsuit settlement amount of $206,500 on behalf of the Company ($295,000 gross settlement less $88,500 legal fees incurred). As of December 31, 2024, all payments due pursuant to the settlement have been made.Agreement

~~Other~~Refer ~~than the foregoing payments, no compensation or fees of any kind will be paid~~ to ~~our~~“Item ~~initial~~11 ~~stockholders,~~Executive ~~members of our management team or their respective affiliates,~~Compensation ~~for~~– ~~services~~Stock ~~rendered~~Incentive ~~prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is)~~Plan”. However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.

~~After~~Stock ~~our~~Incentive initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. However, the amount of such compensation may not be known at the time of the stockholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report, as required by the SEC. As disclosed above, the Business Combination Agreement provides that New CFI will enter into a Consulting Agreement with each of Mr. Bengochea and Mr. Caragol, which will be effective immediately after closing of the business combination. Mr. Bengochea and Mr. Caragol shall assist New CFI’s management, board of directors and committees in regard to (i) financial reporting, (ii) SEC filings (iii) coordination with its auditors, (iv) governance issues, (v) investor relations, and (vi) any other activities that are reasonably requested. In addition, they will attend all New CFI’s Board of Director meetings as an observer. 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 New CFI 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 New CFI and each of Mr. Bengochea and Mr. Caragol. New CFI 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 New CFI.Plan

~~All~~See ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by a majority of our uninterested “~~independent”~~Item ~~directors~~11 orExecutive ~~the~~Compensation ~~members of our Board who do not have an interest in the transaction, in either case who had~~– ~~access,~~Stock atIncentive ~~our expense, to our attorneys or independent legal counsel~~Plan. ~~We will not enter into any such transaction unless our disinterested “independent~~” ~~directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.~~

~~Related~~Independence ~~Party~~of ~~Policy~~Directors

~~Our~~Nasdaq ~~Code~~listing ofstandards ~~Ethics~~require ~~requires us~~that toa ~~avoid,~~majority of ~~wherever~~our ~~possible,~~board ~~all~~members ~~related~~must ~~party~~be ~~transactions~~independent. ~~that~~We ~~could~~comply ~~result~~with inthis ~~actual~~requirement. ~~or potential conflicts of interests~~Currently, ~~except~~ under ~~guidelines~~Nasdaq ~~approved~~listing byrules, ~~the~~John ~~Board (or the audit committee)~~L. ~~Related-party~~Suprock, ~~transactions are defined as transactions in which (1) the~~Lydia ~~aggregate amount involved will or may be expected to exceed $120~~Bergamasco,~~000~~ inDonghai ~~any calendar year~~Li, ~~(2) we or any of our subsidiaries is a participant,~~ and ~~(3)~~Jinyu ~~any~~Huang ~~(a) executive~~are ~~officer,~~all ~~director~~classified ~~or nominee for election~~ as a“independent ~~director,~~directors.” ~~(b)~~The ~~greater~~general ~~than~~definition ~~5% beneficial owner~~ of ~~our~~an ~~shares~~independent ofdirector ~~common~~excludes ~~stock,~~senior ~~or (c) immediate family member~~executives, ~~of the persons referred to in clauses (a) and (b)~~employees, ~~has~~ or ~~will~~any ~~have a direct or indirect material interest (~~other ~~than~~related ~~solely~~parties ~~as a result~~ of ~~being~~the acompany ~~director~~ or aits ~~less~~subsidiaries, ~~than~~as ~~10%~~the ~~beneficial~~board ~~owner~~deems ~~of another entity). A conflict~~such ofinvolvement ~~interest~~would ~~situation~~compromise ~~can~~their ~~arise~~ability ~~when a person takes actions or has interests that may make it difficult~~ to ~~perform~~exercise ~~his~~independent orjudgment ~~her~~in ~~work~~fulfilling ~~objectively and~~board ~~effectively~~responsibilities. ~~Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.~~

Our audit committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director may participate in the approval of any transaction in which he or she is a related party, but that director is required to provide the audit committee with all material information concerning the transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.46

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our initial stockholders, officers or directors unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, that the business combination is fair to our unaffiliated stockholders from a financial point of view. We will also need to obtain approval of a majority of our disinterested independent directors. However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of our IPO held in the trust account prior to the completion of our initial business combination:

● Repayment of up to an aggregate of $1,500,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;

● Payment of $12,000 per month to our sponsor in exchange for management support, administrative, office space, and other services. We will cease paying these monthly fees 12 months from the date of the consummation of our IPO.

● Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;

● Repayment of non-interest-bearing extension loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to extend the time we have to consummate an intended initial business combination. Such loans may be convertible into warrants, at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period; and

● Repayment of non-interest bearing loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.

Director Independence

NASDAQ listing standards require that a majority of our Board be independent. We comply with this requirement. Currently Brian Turner, Ken Hertz and Scott Morris are each considered an “independent director” under the NASDAQ listing rules, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The ~~firm~~table ofbelow ~~MaloneBailey, LLP~~summarizes ~~(“MaloneBailey”)~~the ~~acts~~total asfees charged by our ~~independent~~primary ~~registered~~external ~~public~~Hong ~~accounting~~Kong audit firm., ~~The~~KD ~~following~~& isCo., aand ~~summary~~its ofmembers ~~fees~~for ~~paid~~specific ~~to MaloneBailey~~professional ~~for~~ services, ~~rendered~~covering the years listed below.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by MaloneBailey in connection with regulatory filings. The aggregate fees billed by MaloneBailey for professional services rendered for the audit of our Form 8-K financial statements and other required filings with the SEC for the year ended December 31, 2024 and 2023 totaled $156,897 and $115,000, respectively. These amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

	For the year ended December 31
Expense Category	2025		2024
	(Thousands of US dollars)
Audit fees (1)		350		78
Tax expenses (2)		-		-
Other expenses (3)		-		-
altogether		350		78

~~Audit-Related~~(1) ~~Fees.~~ “Audit~~-related~~ ~~services consist of~~ fees” ~~billed~~represent ~~for~~the ~~assurance~~total ~~and~~amount ~~related services that are reasonably related to performance~~ of ~~the~~billed ~~audit~~ or ~~review~~unbilled ~~of our financial statements and are not reported under “Audit Fees.” These~~ services ~~include~~for ~~attest~~auditing ~~services~~our ~~that~~annual ~~are~~consolidated ~~not~~and ~~required~~summarized byfinancial ~~statute or~~statements, ~~regulation~~as ~~and~~well ~~consultations~~as ~~concerning~~the statutory financial ~~accounting~~statements ~~and~~of ~~reporting~~certain ~~standards~~subsidiaries. WeThis ~~did~~includes ~~not~~interim ~~pay~~review ~~MaloneBailey~~services for ~~consultations concerning~~interim ~~financial~~consolidated ~~accounting~~ and ~~reporting~~summarized ~~standards~~financial ~~for the year ended December 31, 2024 and 2023~~statements.

(2) “Tax ~~Fees.~~expenses” ~~For~~refer to the ~~year~~total ~~ended~~fees ~~December 31,~~charged ~~2024~~by ~~and~~our ~~2023,~~primary ~~the~~external ~~aggregate~~audit ~~fees billed~~firm ~~by MaloneBailey~~ for professional services ~~rendered~~provided ~~for~~on tax compliance, ~~tax advice and tax planning totaled $13,390 and $0, respectively~~matters.

~~All~~(3) “Other ~~Fees.~~fees” ~~For~~refers to the ~~year~~total ~~ended~~charges ~~December 31, 2024~~incurred ~~and~~for ~~2023,~~professional ~~MaloneBailey did not render any~~ services ~~to us~~ other than those ~~set~~listed ~~forth~~in ~~above~~the aforementioned categories.

Audit Committee Pre-~~Approval~~approved ~~Policy~~Policies and Procedures

~~Our~~In ~~audit~~addition ~~committee~~to ~~was~~other ~~formed in~~responsibilities, ~~connection with~~ the ~~effectiveness~~Audit Committee of our ~~registration~~company’s ~~statement~~Board ~~for our initial public offering. As a result, the audit committee did not pre-approve all~~ of ~~the~~Directors ~~foregoing~~is ~~services,~~tasked ~~although~~with ~~any~~overseeing ~~services rendered prior to~~ the ~~formation~~operations of ~~our~~independent ~~audit~~certified ~~committee~~public ~~were~~accounting ~~approved~~firms byin ~~our~~compliance ~~Board.~~with ~~Since~~relevant ~~the~~regulations ~~formation~~from ofthe ~~our~~U.S. ~~audit~~Securities ~~committee,~~ and onExchange aCommission ~~going-forward~~and ~~basis,~~ the ~~audit~~Nasdaq ~~committee~~Exchange. The Audit Committee has ~~and~~implemented ~~will~~a pre-~~approve~~approval ~~all audit~~policy ~~services~~for ~~and permitted non-~~audit services toprovided ~~be performed for us~~ by ~~our~~independent ~~auditors,~~certified ~~including~~public ~~the~~accounting ~~fees~~firms and ~~terms thereof (subject to the de minimis exceptions for~~ non-audit services ~~described in the Exchange Act which are approved by the audit committee~~, ~~prior~~commonly referred to ~~the~~as ~~completion of~~ the ~~audit)~~“Pre-Approval Policy.”

28Under the pre-approval policy provisions, the Chairperson of the Audit Committee holds relevant authority to pre-approve all audit services and permitted non-audit services, excluding those listed in Article 201: “Services beyond the auditor’s scope of practice.” Furthermore, if the Audit Committee approves a service within the audit service category, it shall be deemed that the relevant service has undergone pre-approval. Decisions regarding audit work pre-approval made by the Audit Committee under its authorization must be submitted for discussion at the Committee’s regular meetings.

~~part~~Our Audit Committee’s policy is to pre-approve all IVaudit and other services provided by KD & Co. and its member firms, as mentioned above, except for negligible services. Such services require prior approval from the Audit Committee before the audit is completed.

~~ITEM~~For 15the years 2024 and 2025, our total audit fees, tax expenses, and other related costs have all been approved by the Audit Committee in accordance with Section 2-01(c)(7)(i)(C) of Implementation Rules No. ~~EXHIBITS~~S-X. ~~AND~~However, ~~FINANCIAL~~minor ~~STATEMENT~~services ~~SCHEDULES~~require prior approval from the Audit Committee before completion.

~~(a) The following documents are filed as part of this Form 10-K:~~47

~~(1)~~PART ~~Financial Statements:~~IV

Report of Independent Registered Public Accounting Firm (PCAOB ID 206)		F-2
Financial Statements
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Changes in Stockholders’ Deficit		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7 to F-24

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

~~(2)~~The ~~Financial~~following ~~Statement~~documents ~~Schedules~~are submitted as part of this annual report in Form 10-K:

~~None.~~(1) Financial statements

~~(3)~~Our ~~Exhibits~~financial statements are included in the ‘Financial Statement Index’ under Section 8 ‘Financial Statements and Supplementary Data’ in Part 2 of the Annual Report Form 10-K.

We(2) ~~hereby~~Supplementary ~~file~~Tables asto ~~part~~Financial of this Annual Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.Statements

29All supplementary tables in the financial statements have been omitted as they are either irrelevant, unimportant, or the required information is already provided in Section 8 of Part II, ‘Financial Statements and Supplementary Information,’ of the 10-K filing.

~~EXHIBIT~~(3) ~~INDEX~~Attachments

Exhibit No.		Description
1.1		Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
2.1		Business Combination Agreement dated as of September 27, 2024, by and between Iron Horse Acquisitions Corp. and Rosy Sea Holdings Limited (incorporated by reference to Exhibit 2.1 in the Company’s Current Report on Form 8-K filed with the SEC on October 2, 2024)
2.2		Amended and Restated Business Combination Agreement dated as of December 18, 2024, by and among Iron Horse Acquisitions Corp., Rosy Sea Holdings Limited and Zhong Guo Liang Tou Group Limited (incorporated by reference to Exhibit 2.1 in the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2024)
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
3.2		Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
4.2		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
4.4		Specimen Rights Certificate (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
4.5		Warrant Agreement, dated December 27, 2023, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
4.6		Rights Agreement, dated December 27, 2023, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
4.7		Description of Registrant’s Securities
10.1		Investment Management Trust Agreement, dated December 27, 2023, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
10.2		Stock Escrow Agreement, dated December 27, 2023, among the Company, Continental Stock Transfer & Trust Company, and Bengochea SPAC Sponsors I LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
10.3		Private Warrant Subscription Agreement, dated December 27, 2023, between the Company and Bengochea SPAC Sponsors I LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
10.4		Letter Agreements, dated December 27, 2023, with Bengochea SPAC Sponsors I LLC and each of the Company’s directors and officers (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
10.5		Indemnity Agreements, dated December 27, 2023, with each of the Company’s directors and officers (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).

The documents listed in the Appendix Index of this year’s Form 10-K are incorporated by reference or filed with the Form 10-K, as shown in Table 10-K for each case.

3048

10.6		Registration Rights Agreement, dated December 27, 2023, among the Company, Bengochea SPAC Sponsors I LLC, and each of the Company’s directors and officers (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).
10.7		Promissory Note (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
10.8		Administrative Services Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
14		Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1		Clawback Policy.
99.1		Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
99.2		Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
99.3		Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-1 (No. 333-275076), as amended by Amendment No. 2 to such Registration Statement, filed with the SEC on December 22, 2023).
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Consolidated Financial Statements

31Table of Contents

SIGNATURES

Report of Independent Certified Public Accountant Firm	F-2
Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024	F-3
Consolidated Income Statements and Consolidated Income Statements as of December 31, 2025 and December 31, 2024	F-4
Consolidated Statement of Changes in Owner’s Equity as of December 31, 2025 and December 31, 2024	F-5
Consolidated Cash Flow Statements as of December 31, 2025 and December 31, 2024	F-6
Notes to Consolidated Financial Statements	F-7 to F-27

~~Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~F-1

Dated: February 21, 2025	IRON HORSE ACQUISITIONS CORP.
	By:	/s/ Jose Bengochea
	Name:	Jose A. Bengochea
	Title:	Chief Executive Officer

Report of independent certified public accountant firm

~~Pursuant~~To to the ~~requirements~~Shareholders ofand ~~the~~Board ~~Securities Exchange Act~~ of ~~1934,~~Directors ~~this report has been signed below by the following persons on behalf~~ of ~~the registrant and in the capacities and on the dates indicated.~~

Name	Position	Date
/s/ Jose Bengochea	Chief Executive Officer	February 21, 2025
Jose Bengochea	(Principal Executive Officer) and Director
/s/ William Caragol	Chief Financial Officer and Chief Operating Officer	February 21, 2025
William Caragol	(Principal Financial and Accounting Officer)
/s/ Brian Turner	Chair of the Board	February 21, 2025
Brian Turner
/s/ Jane Waxman	Director	February 21, 2025
Jane Waxman
/s/ Scott Morris	Director	February 21, 2025
Scott Morris
/s/ Ken Hertz	Director	February 21, 2025
Ken Hertz

CN Healthy Food Tech Group Corp.

32Opinion on the Financial Statements

~~IRON~~We ~~HORSE~~have ~~ACQUISITIONS~~audited the accompanying consolidated ~~CORP~~balance sheets of CN Healthy Food Tech Group Corp. and its subsidiaries (collectively, the “Company”) as of December 31, 2025 and December 31, 2024, and the related consolidated statements of income and comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

~~INDEX~~Basis TOfor ~~FINANCIAL STATEMENTS~~Opinion

Report of Independent Registered Public Accounting Firm (PCAOB ID 206)		F-2
Financial Statements
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Changes in Stockholders’ Deficit		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7 to F-24

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~F-1~~We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~REPORT~~Our OFaudits ~~INDEPENDENT~~included ~~REGISTERED~~performing ~~PUBLIC~~procedures ~~ACCOUNTING~~to assess ~~FIRM~~the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

To/s/ ~~the~~KD ~~Stockholders~~& ~~and the Board of Directors of~~Co.

~~Iron~~KD ~~Horse~~& ~~Acquisitions Corp~~Co.

~~Opinion~~PCAOB ~~on the Financial Statements~~ID: 7137

We have ~~audited~~served ~~the accompanying balance sheets of Iron Horse Acquisitions Corp., (the “Company”)~~ as ~~of December 31, 2024 and 2023, and~~ the ~~related statements of operations, stockholders~~Company’s ~~deficit, and cash flows for the years then ended, and the related notes (collectively referred to as~~auditor ~~the~~since “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations for the years then ended, in conformity with accounting principles generally accepted in the United States of America. 2025

~~Going~~Hong ~~Concern~~Kong, ~~Matter~~China

~~The~~March ~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements~~31, the Company’s business plan is dependent on the completion of a business combination within a prescribed period of time and if not completed will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.2026

~~Basis for Opinion~~F-2

~~These financial statements are the responsibility~~CN ofHealthy ~~the~~Food ~~Company’s~~Tech ~~management.~~Group ~~Our responsibility is to express an opinion on the Company’s financial statements based on our audits~~Corp. WeAND are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.SUBSIDIARIES

WeCONSOLIDATED ~~conducted~~BALANCE our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.SHEETS

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

	December 31, 2025		December 31, 2024
ASSETS
Current Assets
Cash and cash equivalents	$	33,013,749	$	41,432,852
Accounts receivable		287		845
Inventories		956,407		1,250,701
Prepayments and other current assets		2,921,317		1,333,310
Total Current Assets		36,891,760		44,017,708
Non-Current Assets
Property and equipment, net		4,608,387		4,039,852
Land use right, net		2,625,116		2,645,891
Intangible asset, net		83,728		49,286
Operating lease right-of-use asset		358,505		-
Other assets		161,104		-
TOTAL ASSETS	$	44,728,600	$	50,752,737
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	69,106	$	585,304
Accrued expenses and other current liabilities		1,891,474		785,748
Advances from customers		17,601,292		37,721,923
Income tax payable		1,339,698		849,174
Operating lease obligation, current		236,169		-
Notes payable		3,018,500		-
Notes payable – related parties		454,690		-
Total Current Liabilities		24,610,929		39,942,149
Non-Current Liabilities
Operating lease obligation, noncurrent		243,490		-
TOTAL LIABILITIES		24,854,419		39,942,149
COMMITMENTS AND CONTINGENCIES (NOTE 11)
STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value; 160,000,000 shares authorized; 52,234,983 and 47,689,349 shares issued and outstanding as of December 31, 2025 and 2024, respectively		5,224		4,769
Additional paid-in capital		6,823,190		6,930,538
Retained earnings		12,408,522		3,996,003
Accumulated other comprehensive loss		637,245		(120,722	)
TOTAL STOCKHOLDERS’ EQUITY		19,874,181		10,810,588
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	44,728,600	$	50,752,737

~~/s/~~The ~~MaloneBailey,~~accompanying ~~LLP~~notes are an integral part of these consolidated financial statements.

~~www.malonebailey.com~~F-3

WeCN Healthy ~~have~~Food ~~served~~Tech asGroup ~~the Company’s auditor since 2023~~Corp. AND SUBSIDIARIES

~~Houston,~~CONSOLIDATED ~~Texas~~STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

February 21, 2025

	For the Years Ended December 31,
	2025			2024
Revenue, net	$	27,759,850		$	11,346,907
Cost of revenue		(9,343,452	)		(3,803,068	)
GROSS PROFIT		18,416,398			7,543,839
OPERATING EXPENSES
Selling expenses		2,240,443			981,599
General and administrative expenses		4,264,256			1,013,368
Research and development costs		133,260			6,971
Total Operating Expenses		6,637,959			2,001,938
OPERATING INCOME		11,778,439			5,541,901
OTHER INCOME (EXPENSES)
Interest income		473,592			53,491
Other income		70,056			13,715
Other expenses		(1,957	)		(70	)
Total Other Income, net		541,691			67,136
INCOME BEFORE INCOME TAXES		12,320,130			5,609,037
Provision for income tax		(3,907,611	)		(1,613,034	)
NET INCOME	$	8,412,519		$	3,996,003
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment		757,967			(120,722	)
COMPREHENSIVE INCOME	$	9,170,486		$	3,875,281
Basic and diluted earnings per share	$	0.17		$	0.08
Basic and diluted weighted average number of shares outstanding		48,860,005			47,689,349

~~F-2~~The accompanying notes are an integral part of these consolidated financial statements.

~~IRON HORSE ACQUISITIONS CORP.~~F-4

~~BALANCE~~CN Healthy ~~SHEETS~~Food Tech Group Corp. AND SUBSIDIARIES

	December 31, 2024			December 31, 2023
Assets
Current assets
Cash	$	454		$	656,977
Prepaid expenses and other current assets		834			33,157
Prepaid insurance		42,229			—
Total Current Assets		43,517			690,134
Marketable securities held in Trust Account		72,752,485			69,000,000
Total Assets	$	72,796,002		$	69,690,134
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	87,578		$	—
Accrued expenses		400,233			70,810
Accrued offering costs		75,000			221,914
Income taxes payable		746,314			—
Overallotment liability		—			11,135
Loan payable		229,770			—
Promissory note		425,013			—
Promissory note – related party		627,781			557,781
Total Current Liabilities		2,591,689			861,640
Deferred underwriting fee payable		2,518,500			2,518,500
Total Liabilities		5,110,189			3,380,140
Commitments and Contingencies (Note 5)
Common stock subject to possible redemption, 6,900,000 shares at redemption value of $10.41 and $10.00 per share as of December 31, 2024 and 2023, respectively		71,829,574			69,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Common stock, $0.0001 par value; 50,000,000 shares authorized, 1,967,000 and 1,999,200 shares issued and outstanding (excluding 6,900,000 shares subject to possible redemption) as of December 31, 2024 and 2023, respectively(1)		197			200
Additional paid-in capital		—			—
Accumulated deficit		(4,143,958	)		(2,690,206	)
Total Stockholders’ Deficit		(4,143,761	)		(2,690,006	)
Total Liabilities and Stockholders’ Deficit	$	72,796,002		$	69,690,134

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

~~(1)~~FOR AtTHE ~~December~~YEARS ~~31,~~ENDED ~~2023,~~DECEMBER ~~includes an aggregate of 32~~31,~~200~~ ~~Founder~~2025 ~~Shares~~AND ~~subject to forfeiture by the initial stockholder to the extent that the underwriters’ over-allotment option is not exercised in full. On February 12,~~ 2024, the remainder of the over-allotment option to purchase 115,000 Units expired and 32,200 Founder Shares were forfeited, resulting in the Sponsor holding an aggregate of 1,932,000 Founder Shares (Note 6).

The accompanying notes are an integral part of these financial statements.

	Ordinary Shares						Common Stock				Additional Paid-in			Retained		Accumulated Other Comprehensive			Total Stockholders’
	Shares			Amount			Shares		Amount		Capital			Earnings		Income (Loss)			Equity
Balance – December 31, 2023		1		$	1			-	$	-	$	-		$	-	$	-		$	1
Retroactive application of recapitalization (see Note 3)		(1	)		(1	)		47,689,349		4,769		(4,768	)		-		-			-
Adjusted balance, beginning of period		-			-			47,689,349		4,769		(4,768	)		-		-			1
Capital Contribution		-			-			-		-		6,935,306			-		-			6,935,306
Net income		-			-			-		-		-			3,996,003		-			3,996,003
Foreign currency translation adjustment		-			-			-		-		-			-		(120,722	)		(120,722	)
Balance – December 31, 2024		-			-			47,689,349		4,769		6,930,538			3,996,003		(120,722	)		10,810,588
Business Combination Financing		-			-			3,545,634		355		(4,197,248	)		-		-			(4,196,893	)
Fair value of shares issued for services		-			-			1,000,000		100		4,089,900			-		-			4,090,000
Net income		-			-			-		-		-			8,412,519		-			8,412,519
Foreign currency translation adjustment		-			-			-		-		-			-		757,967			757,967
Balance – December 31, 2025		-		$	-			52,234,983	$	5,224	$	6,823,190		$	12,408,522	$	637,245		$	19,874,181

~~F-3~~The accompanying notes are an integral part of these consolidated financial statements.

~~IRON HORSE ACQUISITIONS CORP.~~F-5

~~STATEMENTS~~CN Healthy OFFood ~~OPERATIONS~~Tech Group Corp. AND SUBSIDIARIES

	For the Year Ended December 31,
	2024			2023
Formation and operational costs(1)	$	1,709,829		$	309,018
Loss from operations		(1,709,829	)		(309,018	)
Other income:
Interest earned on marketable securities held in Trust Account		3,526,053			—
Change on overallotment liability		11,135			—
Lawsuit settlements		295,000			—
Total other income		3,832,188			—
Income (Loss) before provision for income taxes		2,122,359			(309,018	)
Provision for income taxes		(746,540	)		226
Net income (loss)	$	1,375,819		$	(308,792	)
Basic and diluted weighted average shares outstanding of redeemable shares		6,900,000			71,429
Basic and diluted net income (loss) per common share, redeemable shares	$	0.16		$	(0.17	)
Basic weighted average shares outstanding of non-redeemable shares(2)		1,967,000			1,709,423
Basic net income (loss) per common share, non-redeemable shares	$	0.16		$	(0.17	)
Diluted weighted average shares outstanding of non-redeemable shares(2)		1,967,000			1,764,192
Diluted net income (loss) per common share, non-redeemable shares	$	0.16		$	(0.17	)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(1) For the year ended December 31, 2024 and 2023, includes $168,658 and $5,382 franchise tax expense, respectively.

	For the Years Ended December 31,
	2025			2024
Cash flows from operating activities
Net income	$	8,412,519		$	3,996,003
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of shares issued for services		2,045,000			-
Depreciation and amortization		468,162			194,602
Amortization of right-of-use assets		145,371			-
Loss on disposal of property and equipment		1,621			-
Provision for inventory shrinkage		114,144			121,223
Changes in operating assets and liabilities:
Accounts receivable		579			(858	)
Inventories		224,832			(1,390,958	)
Prepayments and other current assets		1,218,822			(1,353,615	)
Other assets		(17,686	)		-
Accounts payable		(591,947	)		594,211
Accrued expenses and other current liabilities		(164,458	)		797,705
Advances from customers		(21,166,734	)		38,295,995
Income tax payable		292,741			862,097
Operating lease obligation		(27,465	)		-
Net cash (used in) provided by operating activities		(9,044,499	)		42,116,405
Cash flows from investing activities:
Loan advances to an unrelated third party		-			(2,782,570	)
Proceeds from loan receivable					2,782,570
Purchase of property and equipment		(710,636	)		(1,811	)
Purchase of intangible asset		(42,618	)		(50,597	)
Purchase of other investment		(139,098	)		-
Net cash used in investing activities		(892,352	)		(52,408	)
Cash flows from financing activities:
Business Combination Financing		1,016,762			-
Repayment promissory note – related party		(1,014,000	)		-
Net cash provided by financing activities		2,762			-
Effect of exchange rates on cash and cash equivalents		1,514,986			(631,160	)
Net change in cash and cash equivalents		(8,419,103	)		41,432,837
Cash and cash equivalents, beginning of period		41,432,852			15
Cash and cash equivalents, end of period	$	33,013,749		$	41,432,852
Supplemental Cash Flow Information:
Cash paid for income taxes	$	3,467,815		$	108,722
Cash paid for interest	$	-		$	-
Supplemental non-cash in investing and financing activities:
Fair value of shares issued in exchange for services to be received	$	4,090,000		$	-
Operating lease right-of-use asset, obtained in exchange for operating lease obligation	$	553,424		$	-
De-recognition of operating lease right-of-use asset and operating lease obligation on modified lease	$	59,162		$	-
Property and land use rights contributed	$	-		$	6,935,306

~~(2)~~The ~~Excludes~~accompanying annotes ~~aggregate~~are ofan ~~32,200~~integral ~~shares~~part of these ~~common~~consolidated ~~stock~~financial ~~subject to forfeiture, at December 31, 2023 by the initial stockholder to the extent that the underwriters’ over-allotment option is not exercised in full (Note 6)~~statements.

~~The accompanying notes are an integral part of these financial statements.~~F-6

~~F-4~~CN Healthy Food Tech Group Corp. AND SUBSIDIARIES

~~IRON~~NOTES ~~HORSE~~TO ~~ACQUISITIONS~~CONSOLIDATED ~~CORP.~~FINANCIAL STATEMENTS

~~STATEMENTS~~Note OF1 ~~CHANGES~~– INDescription ~~SHAREHOLDERS’~~of Business and ~~DEFICIT~~Basis of Presentation

~~FOR~~CN ~~THE~~Healthy ~~YEAR~~Food ~~ENDED~~Tech ~~DECEMBER~~Group 31Corp and its wholly owned subsidiaries focus on the high-end health food field driven by AI artificial intelligence technology and biotechnology innovation, mainly ~~2024~~engaged ~~AND~~in ~~2023~~the research and development, production, and sales of related products. The group deeply integrates modern biotechnology with traditional Chinese medicine theory, precisely meeting the market’s growing demand for safe, high-quality, nutritious and healthy food.

	Common Stock Subject to Possible Redemption				Common Stock						Additional Paid-In			Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance – December 31, 2022(1)		—	$	—		1,932,000		$	193		$	24,807		$	(200,374	)	$	(175,374	)
Issuance of founder shares		—		—		32,200			3			(3	)		—			—
Sale of units at initial public offering		6,900,000		69,000,000		—			—			—			—			—
Sale of 2,457,000 private placement warrants		—		—		—			—			2,457,000			—			2,457,000
Fair Value of public warrants at issuance		—		—		—			—			43,470			—			43,470
Fair value of rights included in public units		—		—		—			—			3,283,710			—			3,283,710
Allocated value of transaction costs to Common Stock		—		—		—			—			(275,665	)		—			(275,665	)
Issuance of Representative Shares		—		—		35,000			4			—			—			4
Remeasurement of Common Stock subject to possible redemption		—		—		—			—			(5,533,319	)		(2,181,040	)		(7,714,359	)
Net loss		—		—		—			—			—			(308,792	)		(308,792	)
Balance - December 31, 2023(1)		6,900,000	$	69,000,000		1,999,200		$	200		$	—		$	(2,690,206	)	$	(2,690,006	)
Remeasurement of Common Stock subject to possible redemption		—		2,838,568		—			—			(3	)		(2,829,571	)		(2,829,574	)
Forfeiture of Founder Shares						(32,000	)		(3	)		3			—			—
Net income		—		—		—			—			—			1,375,819			1,375,819
Balance – December 31, 2024		6,900,000	$	71,838,571		1,967,000		$	197		$	—		$	(4,143,958	)	$	(4,143,761	)

The Company’s operating subsidiaries are domiciled in the People’s Republic of China (“PRC”) and are collectively referred to as the “PRC Subsidiaries” and the parent company of the PRC Subsidiaries (“CFI HK”) is domiciled in Hong Kong.

Basis of Presentation and Principles of Consolidation: On September 29, 2025 (1the “Closing Date”), ~~Includes~~Iron anHorse ~~aggregate~~Acquisition ofCorp. 32(“Iron Horse)” consummated the merger transactions contemplated by the business combination agreement (the “Initial BCA”) executed during September 2024 with Grain Science Technology Innovative Bio (BVI) Co.,~~200~~ ~~shares~~Ltd, a company incorporated and existing under the laws of ~~common~~the British ~~stock~~Virgin ~~subject~~Islands to(“Legacy ~~forfeiture~~CFI”), atand ~~December~~Rosy ~~31,~~Sea ~~2023~~Holdings Limited, bya company incorporated and existing under the ~~initial~~laws ~~stockholder~~of the toBritish Virgin Islands (“Rosy Sea” or the ~~extent~~“Seller”) ~~that~~and the ~~underwriters’~~owner ~~over-allotment~~of ~~option~~100% isof ~~not~~the ~~exercised~~issued and outstanding capital stock of Legacy CFI. The Initial BCA was subsequently amended in ~~full~~December 2024, August 2025, and September 2025 (the “Amended BCA”) (see Note 63).

~~The~~On ~~accompanying~~the ~~notes~~Closing ~~are~~Date, and in connection with the closing of the Business Combination, Iron Horse changed its name to CN Healthy Food Tech Group Corp (the “Company” or “CN Healthy”) and the Company’s common stock began trading on the Nasdaq stock market under the ticker symbol UCFI. Legacy CFI was deemed the accounting acquirer to the Business Combination based on an ~~integral~~analysis ~~part~~of the criteria outlined in Accounting Standards Codification (“ASC”) 805, Business Combination (“ASC 805”). The determination was primarily based on Legacy CFI’s stockholder prior to the Business Combination having the greatest voting interest in the combined company, Legacy CFI’s stockholder having the ability to control decisions regarding the election and removal of ~~these~~directors ~~financial~~and ~~statements~~officers of the combined company, Legacy CFI will comprise the ongoing operations of the combined company, and Legacy CFI’s existing senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy CFI’s 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.

~~F-5~~While Iron Horse was the legal acquirer in the Business Combination, because Legacy CFI was deemed the accounting acquirer, the historical financial statements of Legacy CFI became the historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the consolidated financial statements included in this report reflect (i) the historical operating results of Legacy CFI prior to the Business Combination; (ii) the combined results of Iron Horse and Legacy CFI following the closing of the Business Combination; (iii) the assets and liabilities of Legacy CFI at their historical cost; and (iv) the Company’s equity structure for all periods presented.

~~IRON~~In ~~HORSE~~accordance ~~ACQUISITIONS~~with ~~CORP~~guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to the Legacy CFI stockholder in connection with the recapitalization ~~STATEMENTS~~transaction. OFAs such, the shares and corresponding capital amounts and earnings per share related to Legacy CFI ordinary shares prior ~~CASH~~to ~~FLOWS~~the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination.

	Year Ended December 31,			Year Ended December 31,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	1,375,819		$	(308,792	)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of office expenses made by sponsor		—			269,251
Courtesy discount on legal fees		—			(11,301	)
Change in fair value of Overallotment liability		(11,135	)		—
Interest earned on marketable securities held in Trust Account		(3,526,053	)		—
Changes in operating assets and liabilities:
Prepaid expenses and other current asset		32,323			(33,157	)
Short-term prepaid insurance		(42,229	)		—
Accounts payable		87,578			—
Accrued expenses		329,423			799
Accrued offering cost		(5,000	)		—
Income taxes payable		746,314			—
Net cash used in operating activities		(1,012,960	)		(83,200	)
Cash Flows from Investing Activities:
Investment of cash into trust Account		(229,770	)		(69,000,000	)
Cash withdrawn from Trust Account to pay franchise and income taxes		3,338			—
Net cash used in investing activities		(226,432	)		(69,000,000	)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		—			68,413,500
Proceeds from promissory note - related party		70,000			—
Proceeds from promissory note		425,013			—
Proceeds from loan payable		229,770			—
Proceeds from sale of private placements warrants		—			2,457,000
Repayment of promissory note - related party		—			(1,014,523	)
Payment of offering costs		(141,914	)		(115,800	)
Net cash provided by financing activities		582,869			69,740,177
Net Change in Cash and cash equivalents		(656,523	)		656,977
Cash and cash equivalents – Beginning of period		656,977			—
Cash and cash equivalents – End of period	$	454		$	656,977
Non-Cash investing and financing activities:
Remeasurement of Common Stock subject to possible redemption	$	2,829,574		$	7,714,359
Deferred underwriting fee payable	$	—		$	2,518,500
Issuance of representative shares	$	—		$	4
Issuance of founder shares	$	3		$	3
Offering costs included in accrued offering costs	$	—		$	221,914
Offering costs paid via promissory notes	$	—		$	632,273

The accompanying 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. References to U.S. GAAP issued by the Financial Accounting Standards Board (“FASB”) in these accompanying notes to the consolidated financial statements are to the FASB accounting standards codification (“ASC”).

The accompanying ~~notes~~consolidated ~~are~~financial anstatements include ~~integral~~the ~~part~~ accounts of ~~these~~CN ~~financial~~Healthy ~~statements~~and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation.

F-67

~~IRON~~Note ~~HORSE~~2 ~~ACQUISITIONS~~– ~~CORP. NOTES~~Summary TOof ~~FINANCIAL~~Significant ~~STATEMENTS~~Accounting ~~DECEMBER 31, 2024~~Policies

~~NOTE~~Emerging Growth Company: The Company is 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 date that it (i) 1is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. ~~DESCRIPTION~~As OFa ~~ORGANIZATION~~result, ~~AND~~these consolidated financial statements may not be comparable to companies that comply with the ~~BUSINESS~~new ~~OPERATIONS~~or revised accounting pronouncements as of public company effective dates.

~~Iron~~Use ~~Horse~~of ~~Acquisitions~~Estimates: The preparation ~~Corp~~of the consolidated financial statements in conformity with U.S. (GAAP requires the “Company”)’s ~~was~~management ~~incorporated~~to inmake ~~Delaware~~estimates onand ~~November~~assumptions that ~~23,~~affect ~~2021~~the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more acurrent ~~blank~~information ~~check~~becomes ~~company~~available ~~whose~~and ~~objective~~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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to ~~acquire~~one or more future confirming events. The Company’s most significant assumptions and estimates relate to the carrying value of accounts receivable, ~~through~~including athe ~~merger~~determination of the allowance for credit losses, ~~share~~the ~~exchange~~net realizable value of inventories, ~~asset~~the ~~acquisition~~valuation of nonmonetary transactions, ~~stock~~the ~~purchase~~useful life and recoverability of long lived assets, ~~recapitalization~~the determination of reserves for customer refunds, ~~reorganization~~classification of orwarrants, ~~other~~income ~~similar~~tax ~~business~~provision, ~~combination~~determination of uncertain tax positions, and determination of deferred tax valuation allowances. These ~~one~~estimates orare ~~more~~based ~~businesses~~on orassumptions ~~entities~~which (amanagement ~~“Business~~believes ~~Combination”)~~are reasonable. The Company evaluates its estimates on an ongoing basis and makes revisions to these estimates.

AsSegment ofInformation: ~~December~~ASC 31280, ~~2024,~~Segment ~~the~~Reporting ~~Company~~(“ASC ~~had~~280”), ~~not~~defines ~~yet~~operating ~~commenced~~segments ~~any~~as ~~operations.~~components ~~All~~of ~~activity~~an ~~from~~enterprise ~~November~~where ~~23,~~discrete ~~2021~~financial information is available that is evaluated regularly by the chief operating decision-maker (~~inception~~“CODM”) ~~through~~in ~~December~~deciding ~~31,~~how ~~2024~~to ~~relates~~allocate toresources ~~the~~and in assessing performance. The Company’s ~~formation~~CODM ~~and~~is the ~~Initial~~chief ~~Public~~executive ~~Offering~~officer, ~~(the~~who ~~“IPO”),~~has ~~which~~ultimate isresponsibility ~~described~~for ~~below,~~the operating performance of the Company and ~~subsequent~~the allocation of resources. The CODM uses operating income as the primary measure to manage the business. ~~IPO~~The Company determined there are two operating and reportable segments based on the level at which the CODM reviews operating income, assesses ~~identifying~~performance aand ~~target~~makes ~~company~~decisions ~~for~~regarding aresource ~~Business~~allocation. ~~Combination~~These operating segments are wholesale distribution and live-stream sales. The wholesale distribution segment focuses on product sales made through the Company’s ~~has~~extensive ~~selected~~distributor ~~December~~network. 31The live-stream assales ~~its~~segment ~~fiscal~~focuses ~~year~~on digital coupon sales for healthcare products and services on behalf of third-~~end~~party merchants made through online platforms, primarily live-streaming platforms such as Douyin (TikTok), Meituan and Kuaishou.

~~The~~Cash ~~registration~~and ~~statement for~~Cash ~~the~~Equivalents: ~~IPO was declared effective on December 26, 2023. On December 29, 2023, the Company consummated the IPO of 6,900,000 units (the~~Cash ~~“Units”~~ and, ~~with~~cash ~~respect~~equivalents toconsists ~~the shares~~ of ~~common~~cash ~~stock~~and ~~included~~fixed indeposits ~~the~~held ~~Units~~at ~~being offered~~banks, ~~the~~both ~~“Public~~of ~~Shares”),~~ which ~~includes~~are ~~the~~highly ~~partial~~liquid ~~exercise~~and byhas ~~the~~original ~~underwriters~~maturities of three ~~their~~months ~~over-allotment~~or ~~option~~less inand ~~the~~is ~~amount~~unrestricted ofas ~~800,000~~to ~~Units,~~withdrawal ator ~~$10~~use.~~00 per Unit, generating gross proceeds of $69,000,000 which is described in Note 3.~~

~~Simultaneously~~The ~~with~~Company ~~the~~maintains cash and cash equivalents ~~closing~~in excess of ~~the~~insured ~~IPO~~limits of RMB 500,000 ~~the~~($71,465 ~~Company~~at ~~consummated~~December 31, 2025) per financial institutions located in the ~~sale~~PRC ofand 2$250,~~457,~~000 ~~warrants~~per financial (institution located in the ~~“Private~~United ~~Placement~~States. ~~Warrants”)~~The atCompany amakes ~~price~~such deposits with financial institutions it believes are of high ~~$1.00~~credit ~~per~~quality ~~Private~~and ~~Placement~~has ~~Warrant,~~not inexperienced alosses ~~private~~on ~~placement~~these todeposits ~~the~~as ~~Company’s~~of ~~sponsor~~December 31, ~~Bengochea~~2025. ~~SPAC~~Management ~~Sponsors~~believes Ithe ~~LLC~~Company ~~(the~~is ~~“sponsor”),~~not exposed ~~generating~~to ~~gross~~significant ~~proceeds~~risks on such deposits. The amounts over these insured limits as of $2December 31,~~457,000,~~ ~~which~~2025 iswas ~~described~~RMB in230,476,590 ~~Note~~($32,942,169 at 4December 31, 2025).

~~Transaction~~Customer ~~costs amounted to $4,651,705 consisting of $586,500 of cash underwriting fees, $2,518,500 of deferred underwriting fees,~~ and ~~$1,546,705~~Supplier ofConcentration ~~other offering~~Risk ~~costs.~~

Customer: The ~~Units~~Company ~~were~~controls ~~listed on~~credit ~~the~~risk ~~Nasdaq~~through ~~Global~~credit ~~Market~~approvals, ~~tier~~requirement offor ~~The~~customer ~~Nasdaq~~advances, ~~Stock~~credit ~~Market~~limits ~~LLC~~and ~~(“Nasdaq”)~~monitoring procedures. ~~Pursuant~~The toCompany ~~Nasdaq’s~~performs ~~listing~~in-depth credit ~~rules,~~evaluations ~~the~~on ~~Company’s initial~~customers ~~Business~~or ~~Combination~~requires ~~must~~a becustomer ~~with~~deposit ato ~~target~~be ~~business~~paid orin ~~businesses~~advance ~~whose~~of ~~collective~~delivering ~~fair~~our ~~market~~performance ~~value~~obligation. isThe atCompany enters ~~least~~into ~~equal~~distribution toagreements ~~80%~~ with each of ~~the~~its ~~balance~~distributors in ~~the~~its ~~trust~~wholesale ~~account~~distribution atsegment ~~the~~that ~~time~~are oftypically for two years. These agreements set forth the ~~execution~~terms of athe ~~definitive~~business ~~agreement~~relationship, ~~for~~the ~~such~~Company’s ~~Business~~requirements ~~Combination~~for ~~(net~~a ofdistributors ~~taxes~~business practices, ~~payable~~required ~~and~~compliance ~~deferred~~measures, ~~underwriting~~minimum ~~commissions)~~purchase volumes, ~~although~~if ~~this~~any, ~~may~~the ~~entail~~Company’s ~~simultaneous~~commitment ~~acquisitions~~to ofprovide ~~several~~marketing ~~target~~and ~~businesses.~~promotion ~~There~~support isto nothe ~~assurance~~distributor, ~~that~~and ~~the~~exclusivity ~~Company~~requirement ~~will~~to beonly ~~able~~sell tothe ~~affect~~Company’s aproducts ~~Business~~to ~~Combination~~the ~~successfully~~distributor’s customers.

Following the closing of the IPO on December 29, 2023, an amount of $69,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Company’s trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee (the “Trustee”) and invested in United States government treasury bills, bonds or notes, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2aF-7 promulgated under the Investment Company Act until the earlier of (i) the consummation of the Company’s initial Business Combination, (ii) the redemption of any shares of common stock included in the Units sold in the IPO that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such shares of common stock if it does not complete its initial Business Combination within 12 months from the closing of the IPO (or 18 months from the closing of the IPO if the Company extends the time to complete a Business Combination as provided in its amended and restated certificate of incorporation), provided that, pursuant to the terms of the amended and restated certificate of incorporation and the investment management trust agreement entered into between the Company and the Trustee, the only way to extend the time available for the Company to consummate its initial business combination in the absence of a charter amendment is for the sponsor, upon at least five days’ advance notice prior to the applicable deadline, to deposit into the trust account $229,770, or $233,600 if the underwriters’ over-allotment option is exercised in full, or an aggregate of $459,540, or $467,199 if the over-allotment option is exercised in full, for each three-month extension, on or prior to the date of the applicable deadline, and (iii) the Company’s failure to consummate a Business Combination within the prescribed time. If the Company is unable to consummate an initial business combination within such time period, the Company will redeem 100% of its outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company for taxes (and less up to $100,000 of interest which can be used for liquidation expenses) divided by the number of then outstanding Public Shares, subject to applicable law and as further described herein, and then seek to dissolve and liquidate. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, certain interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations.8

~~F-7~~The Company maintains a low concentration risk, with no single customer contributing more than 10% of total revenue for the years ended December 31, 2025 and 2024, or 10% of accounts receivable as of December 31, 2025 and 2024.

~~IRON~~Supplier: ~~HORSE~~The ~~ACQUISITIONS~~Company ~~CORP~~currently obtains inventory from approximately twelve suppliers. The Company formalizes the relationship with suppliers through three-year supply ~~NOTES~~agreements, TOwhich ~~FINANCIAL~~establish ~~STATEMENTS~~clear responsibilities regarding product specifications, production standards, delivery obligations, and quality ~~DECEMBER~~assurances. 31The 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, ~~2024~~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.

~~The~~Two ~~Company,~~suppliers ~~after~~each ~~signing a~~contributed ~~definitive~~over ~~agreement~~10% ~~for~~of the Company’s ~~acquisition~~total ofprocurement, ~~a target business and in connection~~ with ~~consummating~~individual ~~such~~contributions ~~a Business Combination, is required to provide stockholders who acquired shares~~ of ~~common~~37.7% ~~stock~~and ~~sold~~21.9% asfor ~~part of~~ the ~~Units~~year inended ~~the~~December ~~IPO~~31, ~~(“Public~~2025 ~~Stockholders”)~~and ~~with~~four suppliers ~~the~~each ~~opportunity~~contributed toover ~~have~~10% of the Company’s ~~redeem~~total ~~their~~procurement, ~~Public~~with ~~Shares~~individual ~~for~~contributions ~~a pro rata share~~ of ~~the~~23.7%, ~~Trust Account~~20.3%, ~~The holders of the Founder Shares (as defined in Note~~ 12.6)% ~~agreed to vote any shares they then hold in favor of any proposed Business Combination~~ and ~~will~~10.8% ~~waive any conversion~~for ~~rights~~the ~~with~~year ~~respect~~ended toDecember ~~these~~31, ~~shares pursuant to letter agreements executed prior to the IPO~~2024.

~~The~~Reliance ~~Company~~on ~~will~~these ~~seek~~suppliers ~~stockholder approval of any initial Business Combination at a meeting called for such purpose in connection with which Public Stockholders~~ may ~~seek to~~negatively ~~convert their Public Shares, regardless of whether they vote for or against the proposed Business Combination. Alternatively, the Company~~affect ~~may conduct a tender offer and allow conversions in connection therewith. If~~ the Company’s ~~seeks~~production ~~stockholder~~if approval of an initial Business Combination, any Public Stockholder voting either for or against such proposed Business Combination or not voting at all will be entitled to demand that his Public Shares be converted into a full pro rata portion of the ~~amount~~inventory ~~then~~varies in ~~the~~reliability ~~Trust~~or ~~Account (initially $10~~quality.00 ~~per share,~~If ~~plus any pro rata interest earned on~~ the ~~funds~~Company ~~held~~is inunable ~~the Trust Account and not previously released~~ to ~~the~~obtain ~~Company~~timely ~~or necessary~~deliveries ~~to pay its taxes). Holders~~ of ~~warrants~~sufficient ~~sold~~quantities ~~as part~~ of ~~the~~acceptable ~~Units~~quality ~~will~~or ~~not~~if ~~be entitled to vote on~~ the ~~Proposed~~supplier’s ~~Business~~prices ~~Combination~~increase, ~~and will~~results ~~have no conversion or liquidation rights with respect to the shares~~ of ~~common~~operations ~~stock~~could ~~underlying~~be ~~such warrants~~harmed.

IfAccounts ~~the~~Receivable ~~Company~~and isAllowance ~~unable~~for Credit toLosses: ~~complete~~Accounts ~~its~~receivable ~~initial~~are ~~Business~~stated ~~Combination~~at ~~and~~the ~~expends~~historical ~~all~~carrying ofamount ~~the~~ net ~~proceeds~~of ~~from~~an ~~the~~allowance ~~sale~~for ofexpected ~~the~~credit ~~Private~~losses, ~~Placement~~if ~~Warrants not deposited~~any. inThe ~~the~~Company ~~Trust~~also ~~Account,~~adopted ~~without~~this ~~taking~~guidance ~~into~~for ~~account~~other ~~any~~receivables. ~~interest~~To ~~earned~~estimate onexpected ~~the~~credit ~~Trust Account~~losses, the Company ~~expects~~has ~~that~~identified the ~~initial per-share~~relevant ~~redemption~~risk ~~price~~characteristics ~~for~~of ~~the~~its ~~Public~~customers ~~Shares~~and ~~will~~the berelated ~~$10~~receivables.~~00.~~ The ~~proceeds~~Company ~~deposited~~considers in the ~~Trust~~past ~~Account~~collection ~~could~~experience, ~~however,~~current ~~become subject to claims~~economic ofconditions, ~~the~~future ~~Company’s~~economic ~~creditors~~conditions ~~that~~(external ~~are~~data inand ~~preference~~macroeconomic tofactors) ~~the~~and ~~claims~~changes ofin the Company’s ~~stockholders.~~customer ~~In addition, if the Company~~collection istrends. ~~forced~~The toallowance ~~file~~for acredit ~~bankruptcy~~losses ~~case~~and orcorresponding anreceivables ~~involuntary~~are ~~bankruptcy~~written ~~case~~off iswhen ~~filed~~they ~~against~~are itdetermined ~~that is not dismissed, the proceeds held in the Trust Account could be subject~~ to ~~applicable bankruptcy law and may~~ be ~~included~~uncollectible. ~~in its bankruptcy estate and subject to the claims~~As of ~~third~~December ~~parties~~31, ~~with~~2025 ~~priority~~and ~~over the claims of the Company’s common stockholders. Therefore~~2024, ~~the~~no ~~actual~~allowance ~~per-share~~for ~~redemption/conversion price~~credit ~~may~~losses bewas ~~less than $10~~required.~~00.~~

OnOther ~~October~~Receivables: ~~25,~~Other ~~2024, the~~receivables ~~Company~~consist ~~received the resignation~~ of ~~Ms.~~amounts ~~Jane~~paid ~~Waxman~~on asbehalf ~~Chief Financial Officer~~ of ~~the~~employees ~~Company~~which ~~effective~~are ~~immediately.~~expected ~~Ms. Waxman’s resignation was due~~ to ~~personal~~be ~~reasons~~either ~~and~~repaid ~~was~~by ~~not~~ the ~~result~~employee ~~of any disagreement with the Company on any matter relating to the Company’s operations, policies~~ or ~~practices.~~recoverable ~~Ms.~~through ~~Waxman will continue to serve as a director of the Company. On the same date, the Company’s~~statutory ~~current~~offsets ~~Chief~~within ~~Operating Officer, William Caragol, was appointed as~~ the ~~Company’s~~next ~~Chief~~12 ~~Financial Officer by the Company’s board of directors~~months.

~~Liquidity~~Prepaid and ~~Going~~other ~~Concern~~current ~~Consideration~~assets: Prepaid and other current assets consist of funds deposited for future finished goods, services purchased from suppliers, or amounts paid on behalf of employees, all of which are expected to be either repaid by the employee or recoverable through statutory offsets 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.

AsInventories: Inventories, consisting of ~~December~~finished 31goods, ~~2024~~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 ~~had~~to ~~cash~~estimate obsolete or excess inventory as well as inventory that is not of ~~$454~~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 ~~working~~lower ~~capital~~of ~~deficit~~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 $2sales,~~548~~ may need to be recorded in future periods. Inventory in excess of saleable amounts is not valued,~~172~~ and the remaining inventory is valued at the lower of cost or net realizable value. As of December 31, 2025 and 2024, an allowance for obsolete or slow-moving inventory was not required.

~~Until~~The ~~the consummation of an Initial Business Combination, the~~ Company ~~will~~recorded bea ~~using~~provision ~~the funds held outside the Trust Account~~ for ~~identifying~~inventory shrinkage ~~and~~of ~~evaluating target businesses~~$114,144 ~~performing~~and ~~due diligence on prospective target businesses~~$121,223 ~~paying~~ for ~~travel~~the ~~expenditures,~~years ~~reviewing~~ended ~~corporate~~December ~~documents and material agreements of prospective target businesses~~31, 2025 and ~~structuring~~2024, ~~negotiating and completing an Initial Business Combination~~respectively.

F-89

~~IRON~~Property ~~HORSE~~and ~~ACQUISITIONS~~equipment, ~~CORP.~~net: The ~~NOTES~~Company’s TOproperty ~~FINANCIAL~~consists ~~STATEMENTS~~of a building recorded at fair value that was contributed by a stockholder (see Note 12) and is being ~~DECEMBER~~depreciated ~~31,~~using ~~2024~~the straight-line method over the following estimated useful lives:

On October 14, 2024, the Company issued unsecured promissory note to the Target to pay or cause to be paid, the Acquiror Transaction Expenses, as may be incurred from time to time and as such expenses become due and payable. This loan is non-interest bearing, unsecured and repayable upon the date on which the Company consummates its initial business transaction or, at the Company’s discretion, if funds allow. As of December 31, 2024, there was $425,013 outstanding under the promissory note.

		Useful life
Building		20 years
Equipment		3 - 10 years
Leasehold improvements		3 years

OnThe ~~December~~cost 4,of ~~2024,~~repairs ~~the~~and ~~Company~~maintenance ~~issued~~is anexpensed as ~~extension~~incurred, ~~note~~while to the ~~Target to~~costs ~~fund~~of ~~the~~major ~~Company’s~~replacements ~~extension,~~and ~~which~~improvements ~~extends~~are ~~the~~capitalized. ~~period~~When ofassets ~~time~~are toretired ~~complete~~or adisposed ~~Business~~of, ~~Combination~~the tocost and ~~March~~accumulated ~~29,~~depreciation ~~2025.~~are Asremoved offrom ~~December 31,~~the ~~2024~~accounts, ~~there~~and ~~was~~any ~~$229,770~~resulting ~~outstanding~~gains ~~under~~or ~~this~~losses ~~note~~are ~~reported~~included in ~~Loan~~income ~~Payable~~ in the ~~accompanying~~year ~~audited~~of ~~balance sheets~~disposition.

AsLand ofUse ~~December 31~~Right, ~~2024, the~~net: ~~Company~~According ~~had cash of $454 and a working capital deficit of $2,548,172. In connection with the Company’s assessment of going concern~~to ~~considerations in accordance with~~ the ~~authoritative~~laws ~~guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures~~ of ~~Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that~~ the ~~Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time~~PRC, ~~which~~ ~~is considered to be at least one year from~~ the ~~date~~government ~~that~~owns ~~the~~all ~~financial~~land ~~statements are issued as it expects to continue to incur significant costs~~ in ~~pursuit~~the ~~of its acquisition plans~~PRC. InCompanies ~~addition, the Company has until March 29, 2025 (~~or ~~June~~individuals ~~29,~~are ~~2025~~authorized ~~if we extend the period of time~~ to ~~consummate~~possess aand ~~Business~~use ~~Combination by~~ the ~~full~~land ~~amount of time) (“Combination Period”) to consummate a~~only ~~Business~~through ~~Combination.~~land Ituse isrights ~~uncertain~~granted ~~whether~~by the ~~Company~~Chinese ~~will be able to consummate a Business Combination by this time~~government. IfThe aland ~~Business Combination~~use isrights ~~not~~contributed ~~consummated by March 29, 2025 (or June 29, 2025, if extended), there will be a mandatory liquidation and subsequent dissolution. These conditions raise substantial doubt about the Company’s ability~~ to ~~continue as a going concern. No adjustments have been made to~~ the ~~carrying amounts of assets or liabilities should the~~ Company beare ~~required~~recorded toat ~~liquidate~~fair ~~after~~value ~~March 29, 2025~~ (~~or June~~see ~~29,~~Note ~~2025, if extended~~12). ~~The~~and ~~Company~~are ~~intends~~being toamortized ~~continue~~using ~~to seek to complete a Business Combination before~~ the ~~mandatory~~straight-line ~~liquidation~~method ~~date. The~~over ~~Company is within 12 months of its mandatory liquidation date as of~~ the ~~time~~lease ofterm ~~filing~~ of ~~this~~approximately ~~Annual~~32 ~~Report on Form 10-K~~years.

~~Risks~~Intangible ~~and~~Asset, ~~Uncertainties~~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.

~~United~~Investment ~~States~~in ~~and~~equity ~~global~~securities: ~~markets~~Investment ~~are~~in ~~experiencing~~equity ~~volatility~~securities ~~and~~without ~~disruption~~readily ~~following~~determinable ~~the~~fair ~~geopolitical~~values ~~instability~~are ~~resulting~~accounted ~~from~~for ~~the invasion of Ukraine by Russia and conflicts~~ in ~~the~~accordance ~~Middle~~with ~~East~~ASC ~~and around the Red Sea. In response to the ongoing Russia-Ukraine conflict~~321, ~~the~~Investment ~~North Atlantic Treaty~~in ~~Organization~~Equity Securities (“~~NATO~~ASC 321”) ~~deployed additional military forces to eastern Europe~~, ~~and~~under ~~the~~either ~~United States,~~ the ~~United~~measurement ~~Kingdom,~~alternative ~~the European~~method Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or ~~other~~ assistance, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and conflicts in the Middle East and around the Red Sea and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Middle East and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as ~~well~~an asequity ~~supply~~method ~~chain interruptions and increased cyber-attacks against U~~investment.~~S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.~~

~~Any~~Measurement ofAlternative ~~the~~Method: ~~above mentioned~~Investments ~~factors,~~in orequity ~~any~~securities ~~other~~that ~~negative~~either ~~impact~~(i) ondo not provide the ~~global~~Company ~~economy,~~with ~~capital~~control ~~markets~~or significant influence or ~~other~~(ii) ~~geopolitical~~do ~~conditions~~not ~~resulting~~have ~~from~~risk ~~the~~and ~~Russian~~reward ~~invasion~~characteristics ofthat ~~Ukraine,~~are ~~conflicts~~substantially similar to an investment in the ~~Middle~~investee’s ~~East~~common ~~and~~stock. ~~around~~The Company records such investments under the ~~Red~~measurement ~~Sea~~alternative ~~and~~method ~~subsequent~~pursuant ~~sanctions~~to orASC ~~related~~321 ~~actions,~~as ~~could~~these ~~adversely~~investments do not have readily determinable fair values. Under ~~affect~~the measurement alternative method, the Company’s ~~search~~records ~~for~~the aninvestment ~~initial~~at ~~business~~cost ~~combination~~less ~~and~~impairment losses, if any, ~~target~~unless ~~business~~it ~~with~~identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, in which case the Company ~~may~~will ~~ultimately~~measure its ~~consummate~~investments at fair value as of the date that the observable transaction occurred. Such investments are presented as Other Investments anon ~~initial~~the ~~business~~consolidated ~~combination~~balance sheets and any impairment recognized related to these investments are presented as Impairment of other investments, a component of other income (expense), net in the consolidated statements of income and comprehensive income.

~~Inflation~~Equity ~~Reduction~~Method: ~~Act~~The Company utilizes the equity method to account for investments when it possesses the ability to exercise significant influence, but not control, over the operating and financial decisions of ~~2022~~the investee. Generally, the ability to exercise significant influence is presumed when the investor possesses more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is not present. The Company applies the equity method to investments in common stock and to other investments in nonconsolidated entities that have risk and reward characteristics that are substantially similar to an investment in the investee’s common stock.

OnThe ~~August~~Company ~~16,~~subsequently ~~2022,~~adjusts the carrying ~~Inflation~~amount ~~Reduction Act~~ of ~~2022 (~~the ~~“IR~~equity ~~Act”)~~method ~~was~~investment ~~signed~~by ~~into~~the ~~federal~~Company’s ~~law.~~proportionate ~~The~~share IRof ~~Act~~the ~~provides~~net ~~for,~~earnings ~~among~~or ~~other~~losses ~~things,~~and aother comprehensive ~~new~~income ~~U.S.~~or ~~federal~~loss ~~1% excise tax on certain repurchases~~ of ~~stock~~the byinvestee ~~publicly~~based ~~traded~~on ~~U.S.~~the ~~domestic~~Company’s ~~corporations~~percentage ~~and certain U.S. domestic subsidiaries~~ of ~~publicly~~common ~~traded~~stock ~~foreign~~or ~~corporations~~in-substance ~~occurring~~common onstock orownership ~~after~~during ~~January~~the respective 1,reporting ~~2023~~period. The ~~excise~~Company ~~tax~~records ~~is imposed on the repurchasing corporation itself, not~~ its ~~shareholders~~share ~~from which shares are repurchased. The amount~~ of the ~~excise~~results ~~tax~~of isequity ~~generally~~method 1%investees and ofany ~~the~~impairment ~~fair~~related ~~market~~to ~~value~~equity ofmethod ~~the~~investments ~~shares~~as ~~repurchased~~earnings ator ~~the~~losses ~~time~~from ofinvestments ~~the~~in ~~repurchase.~~equity ~~However~~method investees, ~~for~~net ~~purposes~~ of ~~calculating the excise~~ tax, ~~repurchasing~~in ~~corporations are permitted to net~~ the ~~fair~~consolidated ~~market value~~ statements of ~~certain~~income ~~new~~and ~~stock~~comprehensive ~~issuances~~income. ~~against~~In the ~~fair~~event ~~market~~that ~~value~~net losses of ~~stock~~the ~~repurchases~~investee ~~during~~reduce the ~~same~~ ~~taxable~~carrying ~~year.~~amount Into ~~addition~~zero, ~~certain~~additional ~~exceptions~~net ~~apply~~losses may tobe ~~the~~recorded ~~excise~~if ~~tax. The U.S. Department of~~ the ~~Treasury~~Company ~~(the “Treasury”)~~ has ~~been~~other ~~given~~investment ~~authority~~or toother ~~provide~~outstanding ~~regulations~~loans and ~~other~~advances ~~guidance~~ to ~~carry~~the ~~out~~investee and ~~prevent~~would be determined based on the ~~abuse~~Company’s orproportionate ~~avoidance~~share of the ~~excise~~respective ~~tax~~class of securities.

F-910

~~IRON~~During ~~HORSE~~April ~~ACQUISITIONS~~2025, ~~CORP.~~the Company acquired ~~NOTES~~a TO5.0% ~~FINANCIAL~~equity ~~STATEMENTS~~interest in a privately held household appliance enterprise in exchange for RMB 1,000,000 ($137,588 at the date of acquisition ~~DECEMBER~~and $142,931 at December 31, ~~2024~~2025) and recorded it as a component of Other asset on the accompanying consolidated balance sheets at cost under the measurement alternative method as the investment does not provide the Company with control or significant influence nor does the investment have risk and reward characteristics that are substantially similar to an investment in the investee’s common stock.

~~Any~~Impairment ~~redemption~~of orLong-Lived ~~other~~Assets: ~~repurchase~~In ~~that~~accordance ~~occurs~~with ~~after December 31~~ASC 360, ~~2022,~~Impairment inor ~~connection~~Disposal ~~with~~of aLong-Lived ~~Business~~Assets ~~Combination~~(“ASC 360”), ~~extension~~the ~~vote~~Company orreviews ~~otherwise,~~the ~~may be subject~~carrying tovalues ~~the~~of ~~excise~~long-lived ~~tax.~~assets ~~Whether~~for ~~and~~impairment towhenever ~~what~~events ~~extent~~or ~~the~~changes ~~Company~~in ~~would~~circumstances beindicate ~~subject~~that to the ~~excise~~carrying ~~tax~~value inof ~~connection~~an ~~with~~asset ~~a Business Combination,~~may ~~extension~~not ~~vote~~be orrecoverable. ~~otherwise~~Based ~~would depend~~ on athe ~~number~~existence of ~~factors,~~one ~~including~~or ~~(i)~~more ~~the~~indicators ~~fair~~of ~~market~~impairment, ~~value~~the ofCompany ~~the~~measures ~~redemptions~~any ~~and~~impairment ~~repurchases~~of long-lived inassets ~~connection~~using ~~with~~ the ~~Business~~projected ~~Combination,~~discounted ~~extension~~cash orflow ~~otherwise,~~method ~~(ii)~~at the ~~structure~~asset ofgroup alevel. ~~Business~~The ~~Combination,~~estimation ~~(iii)~~of ~~the~~future ~~nature~~cash ~~and amount~~flows ofrequires ~~any~~significant management ~~“PIPE”~~judgment orbased ~~other~~on ~~equity~~the ~~issuances~~Company’s inhistorical ~~connection~~results ~~with~~and aanticipated ~~Business~~results ~~Combination~~and ~~(or~~is ~~otherwise~~subject ~~issued~~to ~~not~~many infactors. ~~connection~~The discount ~~with~~rate athat ~~Business~~is ~~Combination~~commensurate ~~but~~with ~~issued within~~ the ~~same~~risk ~~taxable~~inherent ~~year~~in ofthe aCompany’s ~~Business~~business ~~Combination)~~model ~~and~~is ~~(iv)~~determined ~~the~~by ~~content~~its ofmanagement. ~~regulations~~An ~~and~~impairment ~~other~~loss ~~guidance~~would ~~from~~be ~~the~~recorded ~~Treasury.~~if ~~In addition, because~~ the ~~excise~~Company ~~tax~~determined ~~would~~that bethe ~~payable~~carrying byvalue ~~the~~of ~~Company~~long-lived ~~and~~assets may not bybe ~~the~~recoverable. ~~redeeming~~The ~~holder,~~impairment to ~~the~~be ~~mechanics~~recognized ofis ~~any~~measured ~~required~~by ~~payment of~~ the ~~excise~~amount ~~tax~~by ~~have~~which ~~not~~the ~~been~~carrying ~~determined.~~values ~~The~~of ~~foregoing~~the ~~could~~assets ~~cause~~exceed athe ~~reduction~~fair invalue of the ~~cash~~assets. ~~available~~No impairment onof ~~hand~~long-lived toassets ~~complete~~was arecorded ~~Business~~by ~~Combination and in~~ the Company’s ~~ability~~as toof ~~complete~~December 31, a2025 ~~Business~~and ~~Combination~~2024.

~~Business~~Advances ~~Combination~~from ~~Agreement~~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.

OnRevenue ~~September~~Recognition: ~~29,~~The ~~2024, the~~ Company’s revenue ~~entered~~arrangements ~~into~~primarily aconsist ~~business combination agreement, dated as~~ of ~~September~~a ~~27,~~single ~~2024~~performance ~~(the~~obligation ~~“Business~~to ~~Combination~~transfer ~~Agreement”), with~~promised ~~Rosey~~goods ~~Sea~~or ~~Holdings~~services ~~Limited,~~to a ~~company~~customer. ~~incorporated~~Substantially all ~~and~~of ~~existing~~the ~~under~~performance ~~the~~obligations ~~laws~~are ofsatisfied ~~the~~at ~~British~~a ~~Virgin~~point ~~Islands~~in ~~(“Seller”) and~~time ~~the~~rather ~~owner~~than ofover ~~100%~~time ofwhen ~~the~~title, ~~issued~~risks and ~~outstanding~~rewards ~~capital stock~~ of ~~Zhong Guo Liang Tou Group Limited~~ownership, ~~a company incorporated~~ and ~~existing under~~subsequently ~~the~~control ~~laws~~have oftransferred ~~the~~to ~~British Virgin Islands (~~the ~~“Target”)~~customer.

~~The~~Wholesale ~~Business~~distribution ~~Combination Agreement~~segment provides, among other things, that the Company will purchase from Seller the ordinary shares of the Target in exchange for shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), as a result of which the Target will become a wholly owned subsidiary of the Company. Assuming that holders of Common Stock eligible to have the Company redeem all or a portion of their shares of Common Stock in connection with the proposals to be presented to the Company’s stockholders at a meeting of such stockholders (the “Stockholder Meeting”) to approve (the “Stockholders’ Approval”) the Business Combination Agreement and the transactions contemplated thereby and by the related agreements (the “Transactions”) and certain related proposals (collectively, the “Transaction Proposals”) for a pro rata share of the funds on deposit in the Trust Account, the Company will issue to Seller 47,888,000 shares of Common Stock (the “Consideration”) pursuant to the Business Combination Agreement. The number of shares of Common Stock constituting the Consideration will be reduced on a one-for-one basis by the number of shares of Common Stock that remain in the Trust Account immediately prior to the closing of the Transactions (the “Closing”), such that if no eligible shares are redeemed, the number of shares of Common Stock constituting the Consideration will be 40,988,000.

~~Representations~~Revenue primarily represents the sale of inventories to distributors. Revenue, which includes shipping and ~~Warranties;~~handling charges billed to the distributor, is recognized at the time the product ~~Covenants~~is shipped to a distributor and is reported net of variable consideration, including applicable discounts, estimated returns, and allowances.

The ~~parties~~Company todetermined ~~the~~minimum ~~Business~~purchase volumes ~~Combination~~required ~~Agreement~~by ~~have~~the ~~agreed~~distributor toagreements, ~~customary~~if ~~representations~~any, ~~and~~do ~~warranties~~not ~~for~~provide ~~transactions~~a ofdistributor ~~this~~a ~~type~~material ~~including~~right ~~representations and~~that ~~warranties~~gives ~~with~~rise ~~respect~~ to ~~the~~a ~~Target~~separate ~~made by Seller. In addition, the parties agreed to be bound by certain customary covenants for~~performance ~~transactions~~obligation ofas ~~this~~there ~~type,~~are ~~including,~~no ~~among~~discounts ~~others,~~or ~~covenants~~other ~~with~~incentives ~~respect~~provided toin the ~~conduct~~distributor ofagreement. ~~the~~The Company’s ~~and~~performance ~~the Target and its subsidiaries~~obligation ~~during~~is ~~the~~created ~~period~~as ~~between~~new ~~the~~orders ~~execution~~are ofreceived ~~the~~from ~~Business Combination Agreement and~~ the ~~Closing~~distributor. ~~Each~~The ~~of Seller and the~~ Company ~~also~~is ~~agreed to~~not ~~use~~obligated ~~reasonable best efforts~~ to ~~obtain~~transfer ~~all~~any ~~material~~products ~~consents~~until ~~and~~the ~~approvals~~distributor submits ofan ~~third~~order ~~parties~~specifying ~~that~~ the ~~parties~~quantity ~~are~~of ~~required~~products toit ~~obtain in~~wishes ~~order~~ to ~~consummate the Transactions~~purchase, ~~and~~which torepresents ~~take~~an oroption ~~cause~~to ~~such~~purchase ~~other~~additional ~~action~~goods, asnot variable ~~may~~consideration. beAs ~~reasonably~~a ~~necessary~~result, ~~or as~~ the ~~other~~Company ~~party~~recognizes ~~may reasonably~~revenue ~~request~~at ~~to consummate~~ the ~~Transactions~~time ascontrol ~~soon~~of ~~as practicable. Additionally,~~ the ~~parties~~products ~~have~~ordered ~~agreed~~transfers ~~not~~ to ~~facilitate, negotiate or enter into competing transactions, as further provided in~~ the ~~Business Combination Agreement~~distributor.

The Company ~~and~~determined ~~Seller~~that ~~also~~any variable consideration ~~agreed,~~related ~~among~~to ~~other~~a ~~things,~~potential ~~that~~shortfall ~~during~~to ~~the~~a ~~period~~minimum ~~between~~purchase volume at the ~~execution~~end of the ~~Business~~distributor ~~Combination~~agreements ~~Agreement~~was deemed to be fully constrained at inception and therefore excluded from the ~~Closing,~~initial transaction price due to the high degree of uncertainty and risk associated with ~~extent~~these ~~permitted~~potential bypayments ~~applicable~~as ~~law,~~the ~~they~~Company ~~will,~~determined ~~and~~that ~~will~~it ~~cause~~could ~~their~~not ~~subsidiaries~~assert ~~to,~~that ~~allow~~it was probable that a significant reversal in the ~~other~~amount of ~~party~~revenue ~~and~~recognized ~~its~~would ~~representatives~~not occur. The Company will recognize any remaining revenue associated with a shortfall to a minimum purchase ~~continue~~volume toduring ~~conduct~~the ~~due~~period ~~diligence~~the ~~investigations~~Company ~~and~~can ~~examinations~~assert ofthat it is probable that a significant reversal in the ~~Target~~amount ~~and~~of revenue recognized would not occur. The Company reviews its ~~subsidiaries~~variable ~~(on~~consideration estimates at the ~~part~~end of ~~the~~each ~~Company)~~quarter. orAs of December 31, 2025 and 2024, the Company ~~(on~~could not assert that it was probable that a significant reversal in the ~~part~~amount of ~~Seller),~~revenue ~~and~~recognized ~~cooperate~~would ~~with~~not occur for a potential shortfall to the ~~other~~minimum ~~party~~purchase ~~and~~volume ~~its~~at ~~representatives~~the ~~regarding~~end ~~all~~of ~~other~~the ~~due~~in ~~diligence~~place ~~matters~~distributor agreements, ~~including~~ ~~document~~which ~~requests~~have a remaining term of twelve months.

F-1011

~~IRON~~The ~~HORSE~~Company ~~ACQUISITIONS~~principally ~~CORP.~~relies on historical experience, ~~NOTES~~specific TOdistributor ~~FINANCIAL~~agreements, ~~STATEMENTS~~and anticipated future trends to estimate variable consideration at the time of sale and to reduce the ~~DECEMBER~~transaction price. The Company has no obligations related to discounts, returns, and allowances recorded on its consolidated balance sheets as of December 31, 2025 and 2024.

~~The~~Live-stream ~~Company~~sales ~~agreed~~segment to take all action within its power so that immediately following the Closing, the Company’s board of directors will consist of no fewer than five individuals, two of whom may be designated by the Company’s sponsor, and a majority of whom must qualify as independent directors under applicable stock exchange regulations, and that shall comply with all diversity requirements under applicable law. Seller agreed to take all action within its power so that immediately following the Closing, the board of directors of the Target and each subsidiary thereof consist of directors designated in writing by the Company and that complies with applicable law.

~~Conditions~~Revenue primarily represents the sale of digital coupons to ~~Each~~customers ~~Party~~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 ~~Obligations~~reported net of variable consideration, including estimated refunds and service fees

~~Under~~The ~~the Business Combination Agreement, the obligations of the~~ Company toprincipally ~~consummate~~relies ~~the~~on ~~Transactions~~historical ~~are subject to the satisfaction or waiver of certain closing conditions~~experience, ~~including, without limitation: (i) the Stockholders’ Approval having been obtained; (ii) all regulatory approvals, consents,~~ ~~actions,~~specific ~~inactions,~~customer ~~or waivers necessary or advisable to lawfully complete the Transactions having been obtained~~agreements, ~~expired~~and oranticipated ~~terminated, as~~future ~~applicable;~~trends ~~(iii) the registration statement containing the proxy statement/prospectus~~ to beestimate ~~filed~~estimated byrefunds ~~the Company with the Securities~~ and ~~Exchange~~service ~~Commission~~fees ~~(the~~at ~~“SEC”) relating to~~ the ~~shares~~time of ~~Common~~sale ~~Stock~~and to ~~be issued pursuant to the Business Combination~~ ~~Agreement~~reduce (the ~~“Registration~~transaction ~~Statement”)~~price. ~~becoming~~The ~~effective~~Company ~~under~~has ~~the Securities Act of 1933, as amended (the “Securities Act”),~~ no ~~stop~~obligations ~~order~~related ~~suspending~~to ~~the~~service ~~effectiveness~~fees ~~of the Registration Statement having been issued,~~ and norefunds ~~proceeding~~recorded ~~seeking such a stop order having been threatened or initiated by the SEC and not withdrawn; (iv) the Common Stock to be issued in connection with the Transactions having been approved for listing~~ on ~~Nasdaq;~~its ~~(v)~~consolidated ~~no order or law having been issued by any governmental entity, securities~~balance ~~exchange~~sheets oras ~~similar body that is then in effect or pending and that has the effect~~ of ~~making~~December ~~the Transactions illegal or that otherwise prevents or prohibits consummation of the Transactions; (vi) the representations and warranties of Seller being true and correct~~31, ~~subject to~~2025 the materiality standards contained in the Business Combination Agreement; (vii) material compliance by Seller with its pre-closing covenants; (viii) the absence of a Company Material Adverse Effect (as defined in the Business Combination Agreement); (ix) Seller having executed the Shareholder Support Agreement and ~~the Lock-Up Agreement (each as defined below); and (x) the Company having completed and being reasonably satisfied with its due diligence review of the Target~~2024.

~~Under~~There ~~the~~were ~~Business~~no ~~Combination Agreement,~~acquisition ~~the~~costs ~~obligations~~associated ~~of Seller to consummate the Transactions are subject to the satisfaction or waiver of certain closing conditions,~~with ~~including,~~obtaining ~~without~~customers ~~limitation:~~in ~~(i)~~either ~~the~~segment ~~representations~~ and ~~warranties~~there ofwere ~~the~~insignificant ~~Company~~amounts ~~being~~owed ~~true and correct, subject~~ to ~~the~~third-party ~~materiality standards~~merchant ~~contained~~for in the ~~Business~~goods ~~Combination~~or ~~Agreement;~~services ~~(ii)~~to ~~material~~be provided ~~compliance~~at by the ~~Company~~time ~~with its pre-closing covenants; and (iii)~~ the ~~absence~~digital ofcoupon anis ~~Acquiror~~redeemed ~~Material Adverse Effect (~~as ~~defined~~of inDecember ~~the~~31, ~~Business~~2025 ~~Combination~~and ~~Agreement)~~2024.

~~Termination~~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.

~~The Business Combination Agreement provides that it may be terminated,~~ Research and ~~the Transactions abandoned, under certain customary and limited circumstances, including,~~ Development Expense: ~~without~~Research ~~limitation: (i) upon the mutual written consent of Seller~~ and ~~the~~development ~~Company;~~costs ~~(ii)~~did bynot ~~either~~meet ~~Seller or~~ the ~~Company~~requirements ifto ~~any~~be ~~governmental entity,~~recognized ~~court,~~as ~~securities exchange or similar body shall have issued~~ an ~~order~~asset ~~that~~as ~~has~~ the ~~effect~~associated offuture ~~making~~benefits ~~consummation~~were ofat ~~the Transactions~~best ~~illegal~~uncertain ~~or otherwise preventing or prohibiting consummation of the Transactions~~ and ~~such~~there ~~order~~was ~~shall~~no ~~have~~alternative ~~become~~future ~~final~~use ~~and~~at ~~non appealable; (iii) by Seller within 10 business days after~~ the ~~Company~~time ~~changes its recommendation with respect to~~ the ~~Transaction~~costs ~~Proposals;~~were ~~(iv)~~incurred. ~~by either~~Research ~~Seller or the Company if the Company holds the Stockholder Meeting~~ and ~~the~~development ~~Stockholders’~~costs ~~Approval~~mainly isconsist ~~not received; (v) by~~of ~~the~~labor ~~Company~~costs, ifincluding ~~Seller~~salaries ~~has not delivered required audited~~ and ~~financial~~benefits, ~~statements~~material ofcosts, ~~the~~testing ~~Target~~costs, byand ~~certain~~other ~~dates;~~expenses.related ~~(vi)~~to ~~by either Seller or~~ the Company’s ifinvestment into the ~~other~~development ~~is in breach~~ of ~~any~~new ofproducts ~~its representations, warranties, covenants or agreements set forth in the Business Combination Agreement such that certain conditions to the Closing cannot be satisfied~~ and such breach is not capable of being cured or is not cured within 30 days after receipt of notice of such breach; or (vii) by either Seller or the Company if the Closing has not occurred on or before September 1, 2025services.

~~F-11~~Advertising Costs: The Company expenses the costs of advertising as incurred. There was $832,329 and $191,551 of advertising expenses incurred for the years ended December 31, 2025 and 2024, respectively, and included within selling expenses on the accompanying consolidated statements of income and comprehensive income.

~~IRON~~Leases: ~~HORSE~~The ~~ACQUISITIONS~~Company’s ~~CORP.~~determination ~~NOTES~~of TOwhether ~~FINANCIAL~~an ~~STATEMENTS~~arrangement contains a lease is based on an evaluation of whether the arrangement conveys the right to use and control specific ~~DECEMBER~~property ~~31,~~or ~~2024~~equipment. The Company leases office space under an operating lease primarily having an initial term of approximately three years.

~~Neither~~The ~~Seller~~Company ~~nor~~records a lease liability and corresponding right-of-use asset at lease commencement for identified leases at the lease commencement date, which is generally when the Company takes ispossession ~~required~~of the asset. Lease agreements may contain adjustments to ~~pay~~lease apayments ~~termination~~based ~~fee~~on fixed escalation clauses, an index or ~~reimburse~~a rate. Lease agreements may also require the ~~other~~Company ~~for~~to ~~its~~pay ~~expenses~~real asestate ataxes, ~~result~~insurance, ofcommon aarea ~~termination~~maintenance, ofand ~~the~~other ~~Business~~costs, ~~Combination~~collectively ~~Agreement.~~referred ~~Each~~to ofas ~~them~~operating ~~will~~costs, ~~however~~in addition to lease payments. Lease agreements also may contain lease incentives, ~~remain~~such ~~liable~~as ~~for~~tenant ~~willful~~improvement allowances and ~~material~~rent ~~breaches~~holidays. Lease agreements can include one or more options to renew or extend the initial lease term. The exercise of a lease renewal option is generally at the ~~Business~~Company’s ~~Combination~~sole ~~Agreement~~discretion. ~~prior~~The toCompany’s lease agreements do not contain any ~~termination~~material residual value guarantees or material restrictive covenants.

~~Trust~~Leases ~~Account~~are ~~Waiver~~classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria.

Seller agreed that neither it nor its affiliates will have any right, title, interest or claim of any kind in or to any monies in the Company’s trust account held for its public shareholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).F-12

~~Other~~The ~~Agreements~~lease liability is initially measured at the present value of the minimum fixed lease payments over the expected lease term, which includes options to extend or terminate the lease agreement when it is reasonably certain those options will be exercised, using the Company’s discount rate as of lease commencement. Minimum fixed lease payments are discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company does not generally borrow on a collateralized basis, it uses the loan prime rate announced by the Bank of China as its incremental borrowing rate.

The ~~Business Combination Agreement provides that, subsequent to the execution and delivery of the Business Combination Agreement, Seller, the~~ Company ~~and~~accounts ~~the~~for ~~Target will~~fixed ~~enter~~lease ~~into a voting~~ and ~~support agreement pursuant to which, among other things, Seller will agree that it will not transfer and~~non-lease components ~~will vote its ordinary shares~~ of ~~the~~a ~~Target~~lease inas ~~favor of the Business Combination Agreement (including by execution of~~ a ~~written~~single ~~consent) and~~lease ~~the~~component. ~~Transactions~~Therefore, ~~and~~minimum ~~that~~lease itpayments ~~will~~used ~~take~~to ~~such~~measure ~~other~~the ~~actions~~lease asliability ~~may~~include beall ~~necessary to further its performance~~ of the ~~Business Combination~~fixed ~~Agreement~~consideration ~~and~~in the ~~consummation of the Transactions (the “Shareholder Support Agreement”)~~contract.

~~The~~Variable ~~Business~~lease ~~Combination Agreement~~payments ~~also~~associated ~~provides~~with ~~that,~~the ~~subsequent~~Company’s leases toare ~~the~~recognized ~~execution~~upon ~~and~~the ~~delivery~~occurrence of the ~~Business Combination Agreement~~event, ~~Seller~~activity, ~~the~~or ~~Company~~circumstance ~~and~~ in the ~~Company’s~~lease ~~sponsor will enter into a voting support~~ agreement ~~pursuant~~on to which, ~~among~~those ~~other~~payments ~~things,~~are ~~the sponsor will agree that~~assessed. itVariable ~~will~~lease ~~not~~payments ~~transfer~~are ~~and~~presented ~~will~~in ~~vote~~the ~~its~~accompanying ~~shares~~consolidated statements of ~~Common~~income ~~Stock~~ and ~~the~~comprehensive ~~Company’s~~income ~~preferred~~in ~~stock,~~the orsame ~~any additional shares of Common~~line ~~Stock~~item oras ~~the~~expense ~~Company’s~~arising ~~preferred~~from ~~stock~~fixed ~~that~~lease ~~it acquires prior to the Stockholder Meeting~~payments, inwhich ~~favor~~is ofgenerally ~~the~~within ~~Business~~general ~~Combination Agreement~~ and ~~the~~administrative ~~Transactions and each of the Transaction Proposals~~expenses.

~~The~~Leases ~~Business~~with ~~Combination Agreement~~an ~~provides~~initial ~~that,~~term ~~subsequent to the execution and delivery~~ of ~~the~~12 months or ~~Business~~less ~~Combination~~are ~~Agreement,~~not ~~Seller~~recorded ~~will~~on ~~enter into lock-up agreements with~~ the ~~Company~~accompanying ~~pursuant~~consolidated tobalance ~~which,~~sheets ~~among~~and ~~other~~are ~~things,~~recognized ~~Seller~~on ~~will~~a ~~agree~~straight-line basis ~~that~~over ~~it will not sell, for~~ the ~~period set forth therein,~~lease ~~the~~term ~~shares~~within ofgeneral ~~Common~~administrative ~~Stock~~costs iton ~~receives~~the ~~under~~accompanying ~~the~~consolidated ~~Business~~statements ~~Combination~~of ~~Agreement~~income ~~(the~~and ~~“Lock-Up~~comprehensive ~~Agreement”)~~income.

~~Finally,~~Accumulated ~~the~~Other ~~Business~~Comprehensive ~~Combination~~Income: ~~Agreement~~Comprehensive ~~provides~~income ~~that~~is ~~the~~comprised ~~Company~~of net income and ~~Seller~~all ~~will~~changes atto the ~~Closing~~statement ~~enter~~of ~~into~~stockholder’s aequity, ~~registration~~except ~~rights~~those ~~agreement~~due ~~pursuant~~ to ~~which, among~~investments ~~other~~by ~~things~~stockholders, ~~the~~changes ~~Company~~in ~~will~~paid-in ~~agree~~capital toand ~~provide~~distributions ~~Seller with certain rights relating~~ to ~~the~~stockholders. ~~registration~~The ~~for~~Company’s ~~resale~~comprehensive ofincome ~~the~~consists ~~shares~~ of ~~Common~~net ~~Stock~~income itand ~~receives~~gains ~~under~~from ~~the~~foreign ~~Business~~currency ~~Combination~~translation ~~Agreement~~adjustments.

OnWarrants: ~~December~~The ~~18,~~Company ~~2024, the~~evaluates ~~Company,~~the ~~Zhong~~appropriate ~~Guo~~balance ~~Liang~~sheet ~~Tou~~classification ~~Group~~of ~~Limited,~~warrants aissued ~~company~~as ~~incorporated~~either ~~and~~equity ~~existing~~or ~~under~~as ~~the~~a ~~laws~~derivative ofliability. ~~the~~In ~~British~~accordance ~~Virgin~~with ~~Islands~~ASC 815, Derivatives and Hedging (“~~CFI~~ASC 815”), a warrant is classified as equity if it is “indexed to the Company’s equity” and ~~Rosy~~meets ~~Sea~~several ~~Holdings~~specific ~~Limited~~conditions for equity classification, aA ~~company~~warrant ~~incorporated~~is ~~and~~not ~~existing~~considered ~~under~~“indexed to the ~~laws~~Company’s equity,” in general, when it contains certain types of exercise contingencies or potential adjustments to its exercise price. If a warrant is not indexed to the ~~British~~Company’s ~~Virgin~~equity ~~Islands~~or it has net cash settlement provisions that result in the warrants being accounted for under ASC 480, Distinguishing Liabilities from Equity (“~~Seller~~ASC 480”) or ASC 815, it is classified as a derivative ~~and~~liability which is carried on the ~~owner~~consolidated ofbalance ~~100%~~sheets ofat ~~the~~fair ~~issued~~value ~~and~~with ~~outstanding~~any ~~capital~~changes ~~stock~~in ofits ~~CFI,~~fair ~~entered~~value ~~into~~recognized anin ~~Amended~~the consolidated statements of income and ~~Restated~~comprehensive ~~Business~~income. ~~Combination~~At ~~Agreement (~~December 31, 2025, all of the ~~“Amended~~Company’s ~~Agreement”)~~outstanding warrants were classified as equity.

~~The~~Capital ~~material~~Contributions: ~~changes that~~Contributions ~~were~~of ~~included~~tangible inand ~~the~~intangible ~~Amended~~assets ~~Agreement:~~in ~~(i) including CFI as a party to the Business Combination,~~ which ~~included~~no ~~CFI~~consideration ~~making~~is ~~the~~exchanged ~~representations and~~are ~~warranties;~~accounted ~~(ii)~~for ~~including~~as ~~compensation~~capital tocontributions ~~the Sponsor~~ in ~~the~~accordance ~~amount~~with ASC ~~of $2~~505,~~000,000~~ toEquity be(“ASC ~~paid~~505”) ~~at the Closing;~~ and ~~(iii)~~are ~~updating~~measured ~~Section 11.6 to include the additional Acquiror expenses that will be paid by the Seller~~ at ~~the~~fair ~~Closing~~value ~~and~~in toaccordance ~~include~~with ~~that~~ASC ~~the Acquiror Financing Note will remain outstanding if the Closing does not occur due to a Terminating Acquiror Breach~~845, ~~that~~Nonmonetary isTransactions ~~not cured, or regulatory action.~~(“ASC 845”)

~~F-12~~Inflation Reduction Act of 2022: On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, may be subject to the excise tax. There were no transactions subject to this excise tax through December 31, 2025, including redemptions in connection with the Business Combination (see Note 1 and Note 3).

~~IRON HORSE ACQUISITIONS CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024~~F-13

~~NOTE~~Income 2Taxes: 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. ~~SUMMARY~~Deferred OFtax ~~SIGNIFICANT~~assets and ~~ACCOUNTING~~liabilities ~~POLICIES~~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.

~~Basis~~ASC of740 ~~Presentation~~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 United States, British Virgin Islands (“BVI”), Hong Kong, and PRC. The Company’s tax returns remain open, subject to examination by major tax jurisdictions.

~~The~~Under ~~accompanying~~the ~~financial statements~~current ~~are~~laws ~~presented~~of ~~in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in~~ the United States, ofCN Healthy ~~America~~is ~~(“U.S.~~subject ~~GAAP”) and pursuant~~ to ~~the~~an ~~accounting~~income ~~and~~tax ~~disclosure~~rate ~~rules and regulations~~ of ~~the Securities and Exchange Commission (the “SEC”)~~21.0%.

~~Emerging~~Under ~~Growth~~the current laws of the BVI, the Company’s subsidiaries domiciled in BVI are not subject to tax on income or capital gain. Additionally, upon payment of dividends by the Company’s subsidiaries domiciled in BVI to its stockholder, no BVI withholding tax will be imposed.

~~The~~Under ~~Company~~the iscurrent anlaws ~~“emerging growth company,” as defined~~ in ~~Rule~~Hong ~~12b-2~~Kong, ~~promulgated under~~ the ~~Securities Exchange Act of 1934 (the “Exchange Act”),~~Company’s ~~and~~subsidiaries itdomiciled ~~may~~in ~~take~~Hong ~~advantage~~Kong ~~of certain exemptions from various reporting requirements that~~ are ~~applicable~~subject to ~~other~~a ~~public~~Hong ~~companies~~Kong ~~that are~~profits ~~not~~tax ~~applicable~~rate toof ~~emerging~~16.5%. ~~growth companies including~~Additionally, ~~but~~upon ~~not~~payment ~~limited~~of ~~to,~~dividends ~~not~~by ~~being~~CFI HK ~~required~~ to ~~comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in~~ its ~~periodic~~ ~~reports and proxy statements~~stockholder, ~~and~~no ~~exemptions~~Hong ~~from~~Kong ~~the~~withholding ~~requirements~~tax ofwill ~~holding~~be ~~a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved~~imposed.

~~Further,~~Under ~~Section 102(b)(1) of~~ the ~~Jumpstart~~current ~~Our~~laws ~~Business~~in ~~Startups Act of 2012 (~~the ~~“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is~~PRC, ~~those~~the ~~that have not had a Securities Act~~Company’s ~~registration~~subsidiaries ~~statement~~domiciled ~~declared~~in ~~effective~~the orPRC doare ~~not~~subject ~~have~~to a ~~class~~25% ofenterprise ~~securities~~income ~~registered~~tax under the ~~Exchange~~Enterprise ~~Act)~~Income ~~are~~Tax ~~required~~law to(“EIT”) ~~comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out~~ of the ~~extended~~PRC ~~transition period and comply~~ with the ~~requirements~~exception that ~~apply~~15% totax ~~non-emerging~~rate ~~growth~~under ~~companies~~preferential ~~but~~policies ~~any~~applicable ~~such election~~ to ~~opt out~~enterprises isoperating ~~irrevocable.~~within ~~The~~the ~~Company~~Guangdong-Macao In-Depth ~~has~~Cooperation ~~elected~~Zone ~~not~~in toHengqin ~~opt~~(Hengqin ~~out~~Cooperation ~~of such extended transition period~~Zone), ~~which means that when~~ a ~~standard~~designated isspecial ~~issued or~~economic ~~revised~~zone ~~and~~offering ittargeted ~~has~~tax different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standardincentives. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Use~~The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~Estimates~~December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

~~The~~Earnings ~~preparation~~per ofShare: ~~the~~Basic ~~financial~~earnings ~~statements~~per inshare ~~conformity~~is ~~with~~computed ~~GAAP~~by ~~requires~~dividing ~~management~~net toincome ~~make~~by ~~estimates~~the ~~and~~weighted ~~assumptions~~average ~~that~~number ~~affect~~of common shares outstanding during the ~~reported~~period, ~~amounts~~excluding the effects of ~~assets~~any ~~and liabilities~~potential ~~and~~dilutive ~~disclosure~~securities. ofDiluted ~~contingent~~earnings ~~assets~~per ~~and~~share ~~liabilities~~is atcomputed similar to basic earnings per share except that the ~~date~~denominator is increased to include the number of additional common shares that would have been outstanding if the ~~financial~~potential ~~statements~~common share equivalents had been issued and if the ~~reported~~additional ~~amounts~~common ofshares ~~revenues~~were dilutive. Earnings per share excludes all potential dilutive ~~and~~shares ~~expenses~~of ~~during~~common ~~the~~shares ~~reporting~~if ~~period~~their effect is anti-dilutive.

~~Making estimates requires~~The ~~management~~calculation toof ~~exercise~~diluted ~~significant~~earnings ~~judgment.~~per Itshare isdoes atnot ~~least~~consider ~~reasonably~~the ~~possible~~effect ~~that~~of the ~~estimate~~warrants ofassumed during the ~~effect~~Business ofCombination a(see ~~condition, situation~~Note or1 ~~set~~and Note 3) as the exercise of ~~circumstances~~these ~~that~~warrants ~~existed~~are atcontingent upon the ~~date~~occurrence of ~~the~~future ~~financial~~events ~~statements~~,nor ~~which~~the ~~management~~shares ~~considered~~of incommon ~~formulating~~stock ~~its estimate,~~that ~~could~~the ~~change~~holders inof the ~~near~~promissory ~~term~~notes ~~due~~could elect to ~~one~~receive or(see ~~more~~Note ~~future~~8 ~~confirming~~and ~~events.~~Note ~~Accordingly,~~9) as the ~~actual~~conversion ~~results~~formula ~~could~~is ~~differ~~not ~~significantly from those estimates~~defined.

~~Cash~~Foreign Currency and ~~Cash~~Foreign ~~Equivalents~~Currency Translation: The consolidated financial statements of the Company are presented in the reporting currency of the U.S dollar (“USD”). The functional currency for each entity included in these consolidated financial statements is the applicable local currency used in the primary economic environment of the respective entity. The Company’s entities domiciled in the PRC and Hong Kong maintain their books in Chinese Renminbi (“RMB”) and Hong Kong Dollar (“HKD”), respectively, while the entities domiciled in the United States and BVI maintain their books and records in USD. For each entity whose functional currency is not the USD, assets and liabilities 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 consolidated statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets.

~~The Company considers all short~~F-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $454 and $656,977 in cash as of December 31, 2024 and 2023, respectively, and no cash equivalents.14

~~Marketable~~Translation ~~Securities~~adjustments ~~Held~~resulting infrom ~~Trust~~the ~~Account~~process of translating the local currency financial statements into the reporting currency are recorded as a component of comprehensive income (loss). The translation adjustment for the years ended December 31, 2025 and 2024 was a gain of $757,967 and a loss of $120,722, respectively.

AsRemeasurement ofgains ~~December~~and ~~31,~~losses ~~2024,~~from transactions ~~the~~that ~~Company~~are ~~invested~~not ~~substantially~~denominated ~~all~~in the ~~assets~~functional ~~held~~currency inare ~~the~~recorded ~~Trust~~as ~~Account~~other inincome ~~U.S.~~(expenses) ~~Treasury~~in ~~Bills.~~the ~~The~~consolidated ~~Company~~statements ~~accounts~~of ~~for~~income ~~its marketable~~and ~~securities~~comprehensive asincome. ~~trading~~All ~~securities~~of ~~under~~revenue ~~ASC~~transactions ~~320, where securities~~ are ~~presented~~transacted atin ~~fair~~the ~~value~~respective onentity’s ~~the~~functional ~~balance~~currency. ~~sheets~~As ~~and~~of ~~with unrealized~~December ~~gains~~31, ~~or losses~~2025, ifthe ~~any,~~Company ~~presented~~has onnot ~~the~~entered ~~statements~~into ofany ~~operations.~~material ~~From~~transaction ~~inception~~in ~~through~~a ~~December~~currency ~~31,~~other ~~2024,~~than ~~the~~its ~~Company~~functional ~~withdrew~~currency ~~$3,338~~since inception. ofTransaction ~~interest~~gains ~~earned~~or onlosses ~~the~~have ~~Trust~~not ~~Account.~~had, Asand ofare ~~December~~not ~~31,~~expected ~~2024~~to ~~and 2023~~have, ~~the~~a ~~assets~~material ~~held~~effect inon ~~Trust~~the ~~Account~~results ~~amounted~~of tooperations ~~$72,752,485~~of ~~and $69,000,000,~~the ~~respectively~~Company.

~~F-13~~Translation of amounts from the functional currency into the reporting currency has been made at the following exchange rates for the respective periods:

IRON HORSE ACQUISITIONS CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024

	For the Years Ended December 31,
Average exchange rate:	2025		2024
RMB:USD		7.1892		7.1886
HKD:USD		7.7962		NA

Concentration of Credit Risk

Period exchange rate:	December 31, 2025		December 31, 2024
RMB:USD		6.9964		7.2980
HKD:USD		7.7833		NA

Fair Value of Financial ~~instruments~~Instruments: ~~that~~ASC ~~potentially~~820, ~~subject~~Fair Value Measurements and Disclosures (“ASC 820”), clarifies that fair value is an exit price, representing the ~~Company~~amount that would be received to ~~concentration~~sell ofan ~~credit~~asset ~~risk~~or ~~consist~~paid ofto transfer a ~~cash~~liability ~~account~~ in an orderly transaction between market participants. As such, fair value is a ~~financial~~market-based ~~institution~~measurement that, atshould ~~times,~~be ~~may exceed~~determined ~~the~~based ~~Federal~~upon ~~Deposit~~assumptions ~~Insurance~~that ~~Corporation~~market ~~coverage~~participants ~~limit~~would ofuse ~~$250,000~~in pricing an asset or liability. ~~The~~As ~~Company~~a ~~has~~basis ~~not~~for ~~experienced~~considering ~~losses~~such onassumptions, ~~this~~ASC ~~account~~820 ~~and management~~establishes ~~believes~~a ~~that~~three-tier ~~the~~fair ~~Company~~value ishierarchy, ~~not~~which ~~exposed~~prioritizes the toinputs ~~significant~~used ~~risks~~in onmeasuring ~~such~~fair ~~account.~~value as follows:

~~Fair~~● ~~Value~~Level of1: ~~Financial~~Inputs ~~Instruments~~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.

~~The~~● ~~fair~~Level ~~value~~2: ofObservable ~~the~~inputs ~~Company’s assets~~other ~~and~~than ~~liabilities,~~quoted ~~which~~prices ~~qualify~~included in Level 1, such as ~~financial~~quoted ~~instruments~~prices ~~under~~for ~~ASC~~similar ~~Topic~~assets ~~820,~~or ~~“Fair~~liabilities ~~Value~~in ~~Measurements~~active ~~and~~markets ~~Disclosures,” approximates~~or ~~the~~quoted ~~carrying~~prices ~~amounts~~for ~~represented~~identical or similar instruments in ~~the~~markets ~~accompanying~~that ~~balance~~are ~~sheets,~~not ~~primarily~~active ~~due~~or tofor ~~their~~which ~~short-term~~all ~~nature~~significant inputs are observable or can be corroborated by observable market data.

~~Franchise~~● ~~Tax~~ 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.

~~Delaware,~~An ~~where~~asset’s ~~the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed~~ or ~~qualified~~liability’s tofair ~~do business, or which~~value ~~are~~measurement ~~otherwise~~level ~~doing~~within ~~business,~~the infair ~~Delaware.~~value ~~Delaware~~hierarchy ~~franchise tax~~ is based on ~~authorized~~the ~~shares~~lowest orlevel onof ~~assumed~~any ~~par~~input ~~and~~that ~~non-par~~is ~~capital, whichever~~significant ~~yields~~to ~~a lower result. Under~~ the ~~authorized~~fair ~~shares~~value ~~method,~~measurement. Valuation ~~each~~techniques ~~share~~used isneed ~~taxed~~to atmaximize ~~a graduated rate based on~~ the ~~number~~use of ~~authorized shares.~~observable ~~For~~inputs ~~the year ended December 31, 2024~~ and ~~2023,~~minimize the ~~Company~~use ~~incurred $168,258 and $5,382~~ of ~~franchise~~unobservable ~~tax, respectively~~inputs.

~~Income~~Assets ~~Taxes~~and liabilities measured at fair value are based on one or more of the following techniques noted in ASC820:

~~The~~● ~~Company~~Market ~~accounts~~approach: ~~for income~~Prices ~~taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets~~ and ~~liabilities~~other ~~for~~relevant ~~both the~~information ~~expected~~generated ~~impact~~by ofmarket ~~differences~~transactions ~~between~~involving ~~the~~identical ~~financial~~or ~~statements~~comparable ~~and tax basis of~~ assets ~~and~~or liabilities ~~and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards~~. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2024 and 2023, the Company’s deferred tax asset of $281,337 and $82,463, respectively, had a full valuation allowance recorded against it. The Company’s effective tax rate was 35.18% and 0.07% for the year ended December 31, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2024 and 2023, due to the valuation allowance on the deferred tax assets related to organization expenses and the change in fair value of over-allotment option liability.

~~ASC~~● ~~740~~Cost ~~also~~approach: ~~clarifies~~Amount ~~the accounting~~that ~~for~~would uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be ~~taken~~required ~~in a tax return. For those benefits~~ to bereplace ~~recognized,~~the aservice ~~tax~~capacity ~~position~~of ~~must~~an beasset ~~more-likely-than-not~~(replacement ~~to be sustained upon examination by taxing authorities~~cost). ~~ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.~~

~~The~~● ~~Company~~Income ~~recognizes~~approach: ~~accrued interest~~Techniques ~~and penalties related~~ to ~~unrecognized~~convert ~~tax~~future ~~benefits~~amounts asto ~~income~~a ~~tax~~single ~~expense.~~present ~~There~~value ~~were~~amount nobased ~~unrecognized~~upon ~~tax~~market ~~benefits~~expectations ~~and~~(including nopresent ~~amounts accrued~~value ~~for~~techniques, ~~interest~~option ~~and penalties as of December 31~~pricing, ~~2024~~ and ~~2023.~~excess ~~The~~earnings ~~Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position~~models).

The Company has identified the United States as its only “major” tax jurisdiction. The Company has been subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.F-15

FThe 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, prepayments and other current assets, accounts payable, accrued expenses and other current liabilities, advances from customers and income tax payable because of the short-14term 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.

~~IRON~~Government ~~HORSE~~Contribution ~~ACQUISITIONS~~Plan: ~~CORP.~~Pursuant ~~NOTES~~to TOthe ~~FINANCIAL~~laws ~~STATEMENTS~~applicable to companies organized under the laws of the PRC, the PRC Subsidiaries are required to participate in a government-mandated ~~DECEMBER~~multi-employee 31defined contribution plan pursuant to which certain retirement, ~~2024~~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.

~~The~~Reclassifications: ~~provision~~Certain ~~for (benefit~~prior ~~from)~~period ~~income~~presentation ~~taxes~~and ~~for~~disclosures ~~the~~were ~~year~~reclassified ~~ended~~to ~~December~~ensure ~~31,~~comparability ~~2024~~with ~~and~~current ~~2023~~period ~~was~~presentation. ~~$746,540~~The ~~and~~reclassifications have ~~$(226),~~not ~~respectively,~~change ~~and~~the ~~income~~results ~~taxes~~of ~~payable~~operations as of ~~December~~ ~~31,~~the ~~2024~~prior ~~was $746,314~~period.

~~Offering~~Recent ~~Costs~~Accounting Pronouncements, adopted:

~~The~~ASU ~~Company~~2023-09, ~~complies~~Income ~~with~~Taxes: Improvements to ~~the~~Income ~~requirements~~Tax Disclosures (“ASU 2023-09”), requires disclosures of specific categories in the ~~ASC~~rate ~~340-10-S99~~reconciliation and ~~SEC~~additional information ~~Staff~~for ~~Accounting~~reconciling ~~Bulletin~~items ~~Topic~~that 5Ameet –a ~~“Expenses~~quantitative ~~of Offering”~~threshold. ~~Deferred offering~~The ~~costs~~amendment ~~consist~~also includes other changes to improve the effectives of ~~underwriting,~~income ~~legal~~tax disclosures, ~~accounting~~including ~~and~~further ~~other~~disaggregation ~~expenses~~of ~~incurred~~income ~~through~~taxes ~~the~~paid ~~balance~~for ~~sheet~~individually ~~date~~significant ~~that~~jurisdictions. ~~are~~ASU ~~directly~~2023-09 ~~related~~is toeffective ~~the~~for ~~IPO.~~fiscal ~~Offering~~years ~~costs~~beginning ~~were~~after ~~allocated~~December to15, ~~the~~2024. ~~separable~~The ~~financial~~Company ~~instruments~~adopted ~~issued~~ASU in2023-09 for the ~~IPO~~year ~~based~~ended December 31, 2025 on ~~relative~~a ~~fair~~prospective ~~value~~ basis. Accordingly, ~~compared~~the toexpanded ~~total~~disclosures ~~proceeds~~are ~~received.~~provided ~~Offering~~for ~~costs~~the ~~allocated~~year toended ~~the~~December ~~Public~~31, ~~Shares~~2025 ~~were~~while ~~charged~~prior toperiod ~~temporary~~disclosures have ~~equity~~not been retroactively adjusted and ~~offering~~continue to be presented under the previous disclosure requirements. As this update only impacts ~~costs~~disclosures, ~~allocated~~its toadoption ~~Public~~did ~~Rights~~not ~~and~~have ~~Warrants~~a ~~were~~material ~~charged~~impact toon ~~stockholders~~the Company’s ~~deficit~~consolidated atfinancial ~~the~~position, ~~completion~~results of ~~the~~operations, or ~~IPO~~cash flows. See Note 14 for additional information.

~~Redeemable~~ASU ~~Share~~2024-02, ~~Classification~~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 adopted ASU 2024-02 on January 1, 2025 and its adoption did not have a material effect on the Company’s consolidated financial position, results of operations, or cash flows.

~~The~~Recent ~~Public~~Accounting Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99Pronouncements, ~~the~~ ~~Company classifies Public Common Stock subject to redemption outside of permanent equity as the redemption provisions are~~ not ~~solely~~yet within the control of the Company. The Public Shares sold as part of the Units in the IPO were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, as of December 31, 2024 and 2023, Common Stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated deficit.adopted:

AsASU 2024-03, Disaggregation of ~~December~~Income ~~31,~~Statement Expenses (“ASU 2024-03”), requires public companies to disaggregate key expense categories, such as inventory purchases, employee compensation and ~~2023,~~depreciation ~~the~~in ~~common~~their ~~stock~~financial ~~subject~~statements. This aims to ~~possible~~improve ~~redemption~~investor ~~reflected~~insight ininto ~~the~~company ~~balance~~performance. ASU ~~sheets~~2024-03 ~~are~~is ~~reconciled~~effective infor fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the ~~following~~impact, ~~table:~~if any, adoption will have on its consolidated financial statements and disclosures.

Gross proceeds	$	69,000,000
Less:
Proceeds allocated to Public Warrants		(43,470	)
Proceeds allocated to Public Rights		(3,283,710	)
Proceeds allocated to over-allotment option		(11,135	)
Common Stock issuance cost		(4,376,044	)
Plus:
Remeasurement of carrying value to redemption value		7,714,359
Common Stock subject to possible redemption, December 31, 2023		69,000,000
Plus:
Remeasurement of carrying value to redemption value		2,829,574
Common Stock subject to possible redemption, December 31, 2024	$	71,829,574

ASU 2025-05, Financial Instruments – Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under ASU 2025-05, entities may assume that current conditions as of the balance sheet date do not change the remaining life of the asset. ASU 2025-05 is effective for 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 consolidated financial statements and disclosures.

~~Net Income (Loss) per Common Stock~~F-16

~~The~~ASU ~~Company~~2025-11, ~~complies~~Interim ~~with~~Reporting: Narrow Scope ~~accounting~~Improvements ~~and~~(“ASU ~~disclosure~~2025-11”), ~~requirements~~provides ofclarity ~~FASB~~about ~~ASC~~the ~~Topic~~current ~~260,~~requirements ~~“Earnings~~for ~~Per~~interim ~~Share”~~reporting. ~~Net~~ASU ~~income~~2025-11 ~~(loss)~~is ~~per share of Common~~effective ~~Stock~~for isannual ~~computed~~reporting byperiods ~~dividing~~beginning ~~net~~after ~~income~~December ~~(loss)~~15, by2027 ~~the~~and ~~weighted~~interim ~~average~~reporting ~~number~~periods ofwithin ~~shares~~those ofannual ~~Common~~reporting ~~Stock~~periods, ~~outstanding~~with early ~~for~~adoption ~~the period~~permitted. ~~Remeasurement of~~The ~~carrying~~Company ~~value~~is tocurrently ~~redemption~~evaluating ~~value~~the ofimpact, ~~redeemable~~if ~~shares~~any, ofadoption ~~Common~~will ~~Stock~~have ison ~~excluded~~its ~~from~~consolidated ~~income~~financial ~~(losses) per share as the redemption~~statements ~~value~~and ~~approximates fair value~~disclosures.

FASU 2025-12, Codification Improvements (“ASU 2025-12”), represent changes to the ASC that clarify, correct errors or make minor improvements, making the ASC easier to understand and apply. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its consolidated financial statements and disclosures.

~~IRON~~The ~~HORSE~~Company ~~ACQUISITIONS~~has ~~CORP.~~evaluated other new accounting ~~NOTES~~standards TOissued ~~FINANCIAL~~by ~~STATEMENTS~~the FASB and SEC that are not yet effective. Management does not expect these standards to have a material impact ~~DECEMBER~~on ~~31,~~the ~~2024~~Company’s consolidated financial position or results of operations.

~~The~~Note ~~calculation~~3 of– ~~diluted income~~Reverse (loss) per share does not consider the effect of the rights and warrants issued in connection with the (i) IPO, and (ii) the private placement as the exercise of the rights and warrants are contingent upon the occurrence of future events. As of December 31, 2024, the rights and warrants are exercisable to purchase 1,380,000 and 9,357,000 shares of Common Stock, respectively, in the aggregate. The weighted average of these shares was excluded from the calculation of diluted net income (loss) per share of Common Stock as the inclusion of such rights and warrants would be anti-dilutive. The rights and warrants cannot be converted to shares of Common Stock prior to an initial Business Combination; therefore, they have been classified as anti-dilutive.Recapitalization

~~The~~On ~~following~~September ~~table~~29, ~~reflects~~2025, Legacy CFI and Iron Horse consummated the ~~calculation~~merger contemplated by the BCA, with Legacy CFI surviving the merger as a wholly owned subsidiary of Iron Horse. Upon ~~basic~~the closing of the Business Combination, Iron Horse’s certificate of incorporation was amended and ~~diluted~~restated ~~net~~to, ~~income~~among ~~(loss)~~other things, increase the total number of authorized shares of capital stock to 200,000,000 shares, of which 160,000,000 were designated common stock, $0.0001 par value per share, and of ~~Common~~which ~~Stock~~40,000,000 ~~(in~~shares ~~dollars~~were designated preferred stock, ~~except~~$0.0001 par value per share ~~amounts):~~.

	For the Year Ended				For the Year Ended
	December 31, 2024				December 31, 2023
	Redeemable		Non-redeemable		Redeemable			Non-redeemable
Basic net income (loss) per common stock
Numerator:
Allocation of net income (loss)	$	1,070,616	$	305,203	$	(12,385	)	$	(296,407	)
Denominator:
Basic weighted average shares outstanding		6,900,000		1,967,000		71,429			1,709,423
Basic net income (loss) per common stock	$	0.16	$	0.16	$	(0.17	)	$	(0.17	)
Diluted net income (loss) per common stock
Numerator:
Allocation of net income (loss)	$	1,070,616	$	305,203	$	(12,016	)	$	(296,776	)
Denominator:
Diluted weighted average shares outstanding		6,900,000		1,967,000		71,429			1,764,192
Diluted net income (loss) per common stock	$	0.16	$	0.16	$	(0.17	)	$	(0.17	)

Upon the consummation of the Business Combination, (i) the Legacy CFI ordinary share issued and outstanding was cancelled and converted into 47,689,349 shares of the Company’s common stock and (i) the holders of Iron Horse rights to receive one-fifth of one share of the Company’s common stock upon consummation of a Business Combination were issued 1,379,983 shares of the Company’s common stock.

~~Derivative~~Outstanding ~~Financial~~warrants ~~Instruments~~to purchase Iron Horse common stock will remain outstanding at the Closing Date. The warrants will become exercisable 30 days after the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation (see Note 11).

~~The~~Certain ~~Company~~Iron ~~evaluates~~Horse ~~its financial~~shareholders ~~instruments~~exercised ~~to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance~~their ~~with~~right ~~FASB~~to ~~ASC~~redeem ~~Topic~~certain ~~815,~~of ~~“Derivatives~~their ~~and~~outstanding ~~Hedging”.~~shares ~~Derivative~~for ~~instruments~~cash ~~are~~resulting ~~initially recorded at fair value on the grant date and re-valued at each reporting date, with changes~~ in the ~~fair~~redemption ~~value reported in the statement~~ of ~~operations. The classification of derivative instruments~~6, ~~including whether such instruments should be recorded as liabilities or as equit~~

Filing Compare · CN Healthy Food Tech Group Corp.