CN Healthy Food Tech Group Corp. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our units 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 of Record As of March 28, 2024, 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. Dividend Policy We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. The payment of any dividends subsequent to a business combination will be within the discretion of our Board of Directors at such time. It is the present intention of our Board of Directors to retain all earnings, if any, for use in our business operations and, accordingly, our Board of Directors does not anticipate declaring any dividends in the foreseeable future. In addition, our Board of Directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Securities Authorized for Issuance Under Equity Compensation Plans 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 (as defined below) was placed in a trust account established for the benefit of the Company’s public stockholders. 16 In connection with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with the sponsor of 2,457,000 warrants (the “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 29, 2024, a total of $69,578,955 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]