What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-02-21 compared with 2024-04-01 · 579 added, 764 removed, 60 unchanged (96% of the section changed)

We are a blank check company incorporated as

a 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.

We have not selected any specific business combination target and we have

not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target

with respect to an initial business combination with us.

While we may pursue an initial business combination target in any business,

industry or geographic location, we intend to search globally for target companies within the M&E industry with a primary focus on

the United States, and in particular on identifying attractive targets among content studios and film production, family entertainment,

animation, music, gaming, e-sports, talent management, talent-facing brands and businesses.

The COVID-19 pandemic catalyzed immense and dramatic

power shifts in the vast, interconnected M&E industry, which surged to $2.2 trillion in global revenues in 2021 and is expected to

reach $2.6 trillion by 2025 according to a 2021 report by PricewaterhouseCoopers.

1 A clear driver of change in this space

has been the new potential of AI-based technologies plus the evolution of digital consumption, especially as a result of the COVID-19

pandemic, as a sustained revenue driver existing alongside traditional media consumption channels.

Consumers’ embrace of the new

ecosystem helped offset revenue declines due to pandemic-related closures and has created heightened growth opportunities for media &

entertainment companies.

As a result, our management team believes a number

of strong and growing M&E businesses are now in a position where capital and expertise are needed to achieve their full growth potential.

While some M&E business have turned to consolidation, others are seeking capital and scale through alternative means that maintain

independence from larger conglomerates.

This includes, for instance, celebrity-owned studios and production houses with robust content

pipelines seeking enhanced scale;

new media entities (e.g., podcast, music rights and IP aggregators, e-sports) looking for capital to

continue their growth trajectory;

undervalued talent-facing companies with solid business fundamentals, such as large agencies and PR

and non-traditional business divisions, such as virtual reality or animated digital production houses, trapped within traditional

media companies.

Business Strategy

We believe that our team has desirable attributes

to potential targets in the M&E space.

Our team is a multi-cultural, multi-ethnic mixture of seasoned public-company executives,

Hollywood insiders, media operators, media investors, and individuals with ample public markets and M&A experience.

demonstrated an extensive track record of successful acquisitions, value creation, and value enhancement in media & entertainment

industry and has access to proprietary opportunities globally that can be leveraged to drive value.

Our team’s proprietary connections

include touchpoints to, for example, celebrity-owned studios and brands, family entertainment media, animation, talent management, and

music, including direct relationships with many celebrities.

Our team’s track record extends to successful

experiences negotiating deals with numerous studios, franchises, agencies, distributors and streamers, as well as experience working

directly with talent and production studios, navigating M&E companies through acquisition transactions (as both acquiror and acquiree),

expanding product ranges for existing businesses, and providing strategic guidance to develop revenue and commercial opportunities.

1 Global Entertainment & Media Outlook 2022-2026 (pwc.com),

PricewaterhouseCoopers.

June 20, 2022, https://www.pwc.com/gx/en/news-room/press-releases/2022/global-entertainment-and-media-outlook-2022-2026.html.

Furthermore, we believe our team’s diversity

is especially attractive to prospective M&E targets and a key competitive advantage to achieving higher value.

is one of the least diverse of all industries, with 92% of film executives, for instance, being white, according to a 2021 McKinsey &

Company report.

The same report found this has translated into substantial loses for the industry, with an estimated minimum $10 billion

in revenue lost due to a lack of representation.

Given the wealth of data supporting the reality

that diverse teams outperform non-diverse counterparts, our diverse management team represents a core advantage for our company;

our team’s diversity will make us more attractive to M&E targets, both in terms of addressing diversity gaps and in terms of

helping prospective targets achieve higher returns once public.

Management Team

Our management team has a long history of value

creation in the private and public markets, with a strong track record of creating value for stockholders including through acquiring

and operating successful businesses within our target sectors.

In particular, many of the companies our team has invested in or operated

have been affiliated with celebrity partners, and several members of our team have become trusted partners with celebrities and business

We believe this unique network of relationships and extensive experience sourcing and executing transactions will enhance our

ability to complete a successful business combination and accelerate the growth trajectory and profitability of the acquired business

post-business combination.

We believe that we are well positioned to identify

attractive acquisition opportunities in the M&E industry, in particular because our team will utilize their access to industry contacts

and proprietary deal flow to generate business combination opportunities.

We believe that our team’s networks in particular will

broaden our access to potential transaction opportunities outside typical competitive deal sourcing intermediaries.

Our team is well-connected

in our target sectors and, as such we have the opportunity to be potential targets’ preferred partner for opportunities that they

might think are appropriate for a SPAC acquisition.

Illustrative networks, for instance, include the networks and accolades of Mr.

Yada, and Mr.

Hertz, who is an independent director on

our Board and chair of our Executive Committee and our Compensation Committee, works closely with the Smith Family Circle and is a director

and co-founder of JUST Goods, Inc., as well as an advisor to the largest shareholder of the Smith Family’s marquee media and branded

products company, Westbrook Inc.

Hertz is also a Senior Partner in the Los Angeles law firm of Hertz Lichtenstein Young & Polk

LLP, which represents some of the most prominent talent, entrepreneurs, agencies and brands in the entertainment, fashion, sports, media,

and technology.

Prior to joining the firm, Mr.

Hertz oversaw music – business and legal affairs – for The Walt Disney Company.

Hertz is also a principal in memBrain – an entertainment marketing and strategy consulting firm.

memBrain advises numerous

Fortune 500 and emerging ventures in various industries, such as Hasbro, McDonald’s, Intel, UBS, the NY Islanders, and Logitech.

Kosaku Yada and Miguel Melendez, who serve as

our strategic advisors, are also deeply integrated with several media companies and celebrity circles.

Yada is the CEO and a co-founder

of Westbrook Inc., as well as a director for the Smith Family Circle, Founding CEO of the Smith Family Circle, a director of JUST Goods,

Inc., and Managing Partner at Dreamers VC.

Melendez is also a Westbrook Inc.

co-founder, as well as a co-founder of Just Water and

a partner in Three Six Zero Entertainment.

He has been a talent and business management executive for over three decades, during which

time he has established and guided the careers of numerous recording artists and international pop acts, including Academy Award and

Grammy Award winner Jennifer Hudson, Grammy Award winning artist Robin Thicke and Teddy Riley’s Blackstreet.

creative partnerships have also produced a variety of successful content in both television and film including the Emmy Award winning

Facebook Watch series, Red Table Talk , the critically acclaimed TNT series Hawthorne, and the Queen Latifah Talk Show for

The networks and experiences of our other members

are discussed in more detail in Part III, Item 10 ( Directors, Executive Officers and Corporate Governance ), and we believe each

individual member of our team features a comparably strong mixture of experiences and networks which we feel constitutes a strong advantage

to successfully consummating a deal.

The Chair of our Board, Mr.

Turner, for example, was formerly Chair of the Board of Microvision,

MVIS), a public company in the LIDAR space, and is currently the company’s Audit Committee chair.

He has served on

numerous public and private companies boards of directors as well.

Turner was the Chief Financial Officer of Coinstar Inc.

until June 2009 and was CFO when the company acquired Redbox.

He also previously served as Senior Vice President of Operations, Chief

Financial Officer, and Treasurer of Real Networks, Inc., a digital media and technology company.

2 “Race in the workplace:

The Black experience in the US

private sector” McKinsey & Company.

Similarly, our Chief Executive Officer Mr.

has extensive media experience.

Bengochea is currently 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 with the Recording Academy for the upcoming 2024 Grammy Awards.

Prior to founding Bengochea Capital, Mr.

Bengochea worked

for Sony’s Global Business Development team in Los Angeles and, before that, practiced law as a corporate attorney at the law firm

of Jenner & Block in New York City.

Bengochea holds an A.B.

summa cum laude from Harvard University, a J.D.

from Harvard Law

School, and an M.B.A.

from Harvard Business School.

Waxman also represents a wealth of media

Throughout her 30-year tenure at 20 th Century Fox, Mrs.

Waxman served in a variety of roles within the finance

organization.

Most notably, as Executive Vice President and Deputy CFO, she was responsible for driving strategic priorities, setting

financial priorities, policies and procedures and controls for the global finance organization.

She also provided financial leadership

and guidance to over 300 employees in all finance divisions including film production, theatrical, home entertainment and television

marketing and distribution, financial reporting, accounting, corporate compliance, and strategic sourcing.

Before joining 20 th

Century Fox, Ms.

Waxman was a Senior Auditor at Ernst & Young.

Commitment to Diversity

As a first generation American and native Spanish

Bengochea is a passionate advocate for greater Hispanic and general diversity in entertainment, media, and in the public

markets, and for promoting more people of color in executive leadership level.

Several members of our team also champion diversity

of leadership and investment.

This is a statistical rarity in both the public markets and in the SPAC space, and that the team believes

there is high demand to remedy this disparity in both in the public markets and in the media and entertainment industry.

as the aforementioned McKinsey & Company finding that a lack of diversity is causing substantial losses in the media industry, we

believe, further augments our team’s attractiveness to potential targets, and is a further point of differentiation in the marketplace.

We are a blank check company

incorporated as a 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.

On December 29, 2023, we consummated

our IPO of 6,900,000 Units, which amount includes partial exercise of the underwriters’ over-allotment option for 800,000 Units

and 100,000 Units 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 to receive one-fifth (1/5) of one share of

Common Stock upon consummation of our initial business combination.

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 Private Warrants are identical

to the Warrants (as defined below) sold in the IPO except that the Private Warrants are non-redeemable and may be exercised on a cashless

basis, in each case so long as they continue to be held by the Sponsor, or its permitted transferees.

Additionally, our Sponsor agreed

not to transfer, assign, or sell any of the Private Warrants or underlying securities (except in limited circumstances, as described in

the Private Placement Warrants Subscription Statement) until the date we complete our initial business combination.

The Sponsor was granted

certain demand and piggyback registration rights in connection with the purchase of the Private Warrants.

A total of $69,000,000 of

the net proceeds 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

Recent Developments

Entry into the Share Exchange Agreement

On September 27, 2024, 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 Seller.

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.

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 horse.

Assuming that public 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”) 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.

Acquisition Strategy

Our team will leverage its skills, expertise

and strong network within Hollywood and other international M&E hubs to identify attractive target companies and provide guidance

on the benefits of being a publicly-traded entity, including broader access to capital, increased liquidity for potential acquisitions,

expanded branding opportunities in the marketplace, and reputational and consumer confidence gains, and on the process of transitioning

from a private company to a public registrant.

We will also be able to source potential targets from our team’s contacts within

private equity, with celebrities, with M&E investors, and with various industry leaders.

Consistent with this strategy, we have identified

parameters and criteria that we think are important and relevant in evaluating prospective target businesses.

We will apply these parameters

in evaluating prospects, even though we may ultimately decide to execute our initial business combination with a fundamentally strong

company that may not match all of our initial parameters:

● Growth Prospects :

We intend to seek companies with

high growth trajectories within the M&E industry that are driven by competitive advantages that can be accelerated or magnified through

a partnership with us and access to the public markets.

Our team leveraged its skills

and expertise to identify attractive target companies and provide guidance on the benefits of being a publicly-traded entity, including

broader access to capital, increased liquidity for potential acquisitions, expanded branding opportunities in the marketplace, and reputational

and consumer confidence gains, and on the process of transitioning from a private company to a public registrant.

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 we disclosed in the

IPO prospectus that we intended to initially focus on target companies within the media & entertainment industry with a primary focus

on the United States, and in particular on identifying attractive targets among content studios and film production, family entertainment,

animation, music, gaming, e-sports, talent management, and talent-facing brands and businesses, we considered prospective target businesses

that were not limited to that industry or to a specific geographic region although.

During this search process, we evaluated approximately

59 business combination opportunities in North America as well as in Asia and in Europe, across a broad range of sectors including media,

entertainment, live events, sports, health & fitness, AI, gaming, music, online gambling, fashion, consumer products, and more before

deciding to move ahead with CFI.

We intended to seek companies with high growth trajectories that are driven by competitive advantages that can be accelerated

or magnified through a partnership with us and access to the public markets.

Earnings Potential :

We intend to acquire one or more

businesses that have multiple and diverse potential drivers of revenue and earnings growth and that have the potential to generate strong

and stable free cash flow.

● M&E Focus :

We intend to prioritize entities within

our team’s core spheres of expertise and from among our team’s proprietary connections, such as celebrity content producers

and brands, family entertainment, animation, gaming, and music businesses which we believe have benefited from the evolving M&E ecosystem.

This includes businesses in entertainment for which AI-based technologies can enhance cash flows by improving efficiency or output or

reduce costs.

● Diversity :

We intend to seek targets that can benefit

from our team’s diversity and relationships in the M&E sector.

This includes prospective targets who can enhance their existing

business and generate value by working with individual members of our team or becoming part of our team’s network;

are minority owned-or-operated;

We intended to acquire one or more businesses that have multiple and diverse potential drivers of revenue and earnings growth and that have the potential to generate strong and stable free cash flow.

We intended to prioritize entities within our team’s core spheres of expertise and from among our team’s proprietary connections, such as celebrity content producers and brands, family entertainment, animation, gaming, and music businesses which we believe have benefited from the evolving M&E ecosystem.

This included businesses in entertainment for which AI-based technologies can enhance cash flows by improving efficiency or output or reduce costs.

We intended to seek targets that can benefit from our team’s diversity and relationships in the M&E sector.

This included prospective targets who can enhance their existing business and generate value by working with individual members of our team or becoming part of our team’s network;

targets who are minority owned-or-operated;

and targets who wish to increase or highlight their executive diversity.

Public Advantages :

We intend 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.

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.

Evolving Circumstance :

We intend to seek companies

which are capitalizing on M&E industry shifts and trends created by various factors such as the migration from cable television to

streaming services and the proliferation of generative AI-based technologies.

● Valuations :

We consider ourselves to be rigorous,

disciplined and valuation-centric investors, with a keen understanding of market value and successful track record.

We intend to seek

companies with a respectable market share and growth potential in the segments in which they operate.

We expect that ongoing market turbulence

in recent years, such as the 2023 SAG-AFTRA strike and unprecedented inflation, have continued to disrupt a number of companies within

the M&E industry that may also be available at a discount.

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.

In the event that we decide to enter into our initial business combination with

a target business that does not meet any of the above criteria and guidelines, we will disclose that the target business does not meet

any of the above criteria in our stockholder communications related to our initial business combination.

In evaluating a prospective

target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management

and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and

other information which will be made available to us.

Our management team’s existing M&E

connections are expected to position us favorably as a business partner with a number of prospective targets.

We are not prohibited from

pursuing a business combination with a company that is affiliated with our sponsor, officers or directors.

In the event that we seek

to complete a business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of

independent directors, expect to obtain an opinion from an independent investment banking firm or another independent entity that commonly

renders valuation opinions that our business combination is fair to our stockholders from a financial point of view.

In the event that

we seek such a business combination, we expect that the independent members of our Board of Directors would be involved in approving

the transaction.

Sources of Target Businesses

While we have not yet selected a target business

with which to consummate our initial business combination, we believe based on our management’s business knowledge and past experience

that there are numerous potential candidates.

We expect that our principal means of identifying potential target businesses will be through

the extensive contacts and relationships of our initial stockholders, officers and directors.

While our officers and directors are not

required to commit any specific amount of time in identifying or performing due diligence on potential target businesses, our officers

and directors believe that the relationships they have developed over their careers will generate a number of potential business combination

opportunities that will warrant further investigation.

We also anticipate that target business candidates will be brought to our attention

from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds,

management buyout funds and other members of the financial community.

Target businesses may be brought to our attention by such unaffiliated

sources as a result of being solicited by us through calls or mailings.

These sources may also introduce us to target businesses they

think we may be interested in on an unsolicited basis, since many of these sources will have read our Prospectus and know what types

of businesses we are targeting.

Our officers and directors must present to us

all target business opportunities that have a fair market value of at least 80% of the assets held in the trust account (net of deferred

underwriting commissions and taxes payable) at the time of our prospective entry into the agreement with respect to the would-be initial

business combination target, subject to any fiduciary or contractual obligations.

While we have not engaged the services of any professional

firms or other individuals that specialize in business acquisitions on any formal basis, we may in the future engage the services of

professional firms or other individuals that specialize in business acquisitions, in which event we may pay a finder’s fee, consulting

fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction, with such fee

potentially coming from the $12,000 per month fee we have allocated for various management services as discussed throughout this Annual

Our audit committee will review and approve all

reimbursements and payments made to our initial stockholders, officers, directors or our or their respective affiliates, with any interested

director abstaining from such review and approval.

We intended to seek companies which are capitalizing on M&E industry shifts and trends created by various factors such as the migration from cable television to streaming services and the proliferation of generative AI-based technologies.

We considered ourselves to be rigorous, disciplined and valuation-centric investors, with a keen understanding of market value and successful track record.

We intended to seek companies with a respectable market share and growth potential in the segments in which they operate.

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 of a Target Business and Structuring of a Business

Subject to our management team’s fiduciary

obligations and the limitations that a target business have a fair market value of at least 80% of the balance 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, as described below in more detail, and that we must acquire a controlling interest in the target business, our management

will have virtually unrestricted flexibility in identifying and selecting a prospective target business.

We have not established any

specific attributes or criteria (financial or otherwise) for prospective target businesses other than the parameters described in Part

I, Item I ( Business—Acquisition Strategy ) of this Annual Report.

In evaluating a prospective target business, our management

may consider a variety of factors in addition to those parameters, including:

● financial condition and results of operation;

Subject to our management

team’s fiduciary obligations and the limitations that a target business have a fair market value of at least 80% of the balance

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, and that we must acquire a controlling interest in the target business, our management will have

virtually unrestricted flexibility in identifying and selecting a prospective target business.

We have not established any specific attributes

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 business, our management may consider a variety of factors in

addition to those parameters, including:

condition and results of operation;

growth potential;

brand recognition and potential;

● experience and skill of management and availability of additional

experience and skill of management and availability of additional personnel;

capital requirements;

3 unchanged sentences

existing distribution and potential for expansion;

● 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;

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;

1 unchanged sentence

costs associated with effecting the business combination;

● industry leadership, sustainability of market share and attractiveness

of industries in which a target business participates;

● 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

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.

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

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.

We currently anticipate structuring a business

combination to acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, 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

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.

We currently anticipate structuring

a business combination to acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, 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 post-transaction company owns or acquires

50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient

for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended.

50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for

it not to be required to register as an investment company under the Investment Company Act of 1940, as amended.

Even if the post-transaction

10 unchanged sentences

that is owned or acquired is what will be valued for purposes of the 80% of trust account balance test.

The fair market value of the target will be determined

by our Board of Directors based upon one or more standards generally accepted by the financial community (such as actual and potential

sales, earnings, cash flow and/or book value).

The proxy solicitation materials or tender offer documents used by us in connection with

any proposed transaction will provide public stockholders with our analysis of the fair market value 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 of such criteria.

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.

Lack of Business Diversification

We may seek to effect a business combination

with more than one target business, although we expect to complete our business combination with just one business.

Therefore, at least

initially, the prospects for our success may be entirely dependent upon the future performance of a single business operation.

other entities which may have the resources to complete several business combinations of entities operating in multiple industries or

multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the

possible spreading of risks or offsetting of losses.

By consummating a business combination with only a single entity, our lack of diversification

● subject us to numerous economic, competitive and regulatory

developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent

to a business combination, and

● result in our dependency upon the performance of a single

operating business or the development or market acceptance of a single or limited number of products, processes or services.

If we determine to simultaneously acquire several

businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its

business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our

ability, to complete the business combination.

With multiple acquisitions, we could also face additional risks, including additional

burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and

the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies

in a single operating business.

Limited Ability to Evaluate the Target Business’ Management

Although we intend to scrutinize the management

of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure you that our

assessment of the target business’ management will prove to be correct.

In addition, we cannot assure you that the management team

will have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of our officers

and directors, if any, in the target business following a business combination cannot presently be stated with any certainty.

is possible that some of our key personnel will remain associated in senior management or advisory positions with us following a business

combination, it is unlikely that they will devote their full-time efforts to our affairs subsequent to a business combination.

they would only be able to remain with the company after the consummation of a business combination if they are able to negotiate employment

or consulting agreements in connection with the business combination.

Such negotiations would take place simultaneously with the negotiation

of the business combination and could provide for them to receive compensation in the form of cash payments and/or our securities for

services they would render to the company after the consummation of the business combination.

While the personal and financial interests

of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the

company after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will

proceed with any potential business combination.

Additionally, we cannot assure you that our officers and directors will have significant

experience or knowledge relating to the operations of the particular target business.

Following a business combination, we may seek

to recruit additional managers to supplement the incumbent management of the target business.

We cannot assure you that we will have

the ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite skills, knowledge

or experience necessary to enhance the incumbent management.

Stockholders May Not Have the Ability to Approve an Initial

Business Combination

In connection with any proposed business combination,

we will 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.

The decision as

to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us

in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction

and whether the terms of the transaction would otherwise require us to seek stockholder approval.

If we determine to engage in a tender

offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than some pro rata

portion of his, her or its shares.

In that case, we will file tender offer documents with the SEC which will contain substantially the

same financial and other information about the initial business combination as is required under the SEC’s proxy rules.

we seek stockholder approval or engage in a tender offer, 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.

We have no specified maximum percentage threshold

for redemptions in our amended and restated certificate of incorporation and even those public stockholders who vote in favor of our

initial business combination have the right to convert their public shares.

As a result, this may make it easier for us to consummate

our initial business combination.

If we seek to consummate an initial business

combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount

of funds available from the trust account upon consummation of such initial business combination, this may force us to seek third party

financing which may not be available on terms acceptable to us or at all.

As a result, we may not be able to consummate such initial

business combination and we may not be able to locate another suitable target within the applicable time period, if at all.

Public stockholders

may therefore have to wait 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 in order to be able to receive a pro rata share of the trust account.

Our 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.

None of our officers, directors, initial stockholders

or their affiliates has indicated any intention to purchase units or shares of common stock from persons in the open market or in private

transactions.

However, if we hold a meeting to approve a proposed business combination and a significant number of stockholders vote,

or indicate an intention to vote, against such proposed business combination or that they wish to convert their shares, our officers,

directors, initial stockholders or their affiliates could make such purchases in the open market or in private transactions in order

to reduce the number of redemptions.

The fair market value of the

target will be determined by our Board of Directors based upon one or more standards generally accepted by the financial community (such

as actual and potential sales, earnings, cash flow and/or book value).

The proxy solicitation materials or tender offer documents used

by us in connection with any proposed transaction will provide public stockholders with our analysis of the fair market value 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 of such criteria.

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 Combination Agreement

On September 27, 2024, Iron Horse entered into

the Business Combination Agreement which was subsequently amended and restated effective December 18, 2014, by and among Iron Horse, Seller

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 exchange 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 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

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, which included CFI making the representations and warranties;

(ii) including

compensation to the Sponsor in the amount of $2,000,000 to be paid at the Closing;

and (iii) updating Section 11.6 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 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.

Representations and Warranties;

The parties to the Business Combination Agreement

have agreed to customary representations and warranties for transactions of this type including representations and warranties with respect

to CFI made by Seller.

In addition, the parties agreed to be bound by certain customary covenants for transactions of this type, including,

among others, covenants with respect to the conduct of Iron Horse and CFI and its subsidiaries during the period between the execution

of the Business Combination Agreement and the Closing.

Each of Seller and Iron Horse also agreed to use reasonable best efforts to obtain

all material consents and approvals of 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 practicable.

Additionally, the parties have agreed not to facilitate, negotiate or enter into competing transactions, as further

provided in the Business Combination Agreement.

Iron Horse and Seller also agreed, among other

things, that during the period between the execution of the Business Combination Agreement and the 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.

Iron Horse agreed to take all action within its

power so that immediately following the Closing, Iron Horse’s board of directors will consist of no fewer than five individuals,

two of whom may be designated by Iron Horse’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 CFI and each subsidiary thereof consist of directors

designated in writing by Iron Horse and that complies with applicable law.

Non-Solicitation Restrictions

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:

● enter into, solicit, initiate or continue any discussions

or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any

information to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section

13(d) of the Exchange Act, concerning any Alternative Transaction,

● enter into any agreement regarding, continue or otherwise

participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would

otherwise reasonably be expected to lead to, any Alternative Transaction, or

● commence, continue or renew any due diligence investigation

regarding any Alternative Transaction.

Such exclusivity provisions terminate immediately upon the earlier of (i) the Closing, or (ii)

the termination of the Agreement.

Conditions to Closing

Under the Business Combination Agreement, the obligations

of Iron Horse to consummate the Transactions are subject to the satisfaction or waiver of certain closing conditions, including, without

● the Stockholders’ Approval having been obtained;

● all regulatory approvals, consents, actions, inactions, or

waivers necessary or advisable to lawfully complete the Transactions having been obtained, expired or terminated, as applicable;

● 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);

● Iron Horse having completed and being reasonably satisfied

with its due diligence review of CFI.

Under the Business Combination Agreement, the obligations

of Seller to consummate the Transactions are subject to the satisfaction or waiver of certain closing conditions, including, without limitation:

● the representations and warranties of Iron Horse being true

and correct, subject to the materiality standards contained in the Business Combination Agreement;

● material compliance by Iron Horse with its pre-closing covenants;

● the absence of an Acquiror Material Adverse Effect (as defined

in the Business Combination Agreement).

The Business Combination Agreement provides that

it may be terminated, and the Transactions abandoned, under certain customary and limited circumstances, including, without limitation:

● upon the mutual written consent of Seller and Iron Horse;

● by 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;

● by Seller within 10 business days after Iron Horse changes

its recommendation with respect to the Transaction Proposals;

● by either Seller or Iron Horse if Iron Horse holds the Stockholder

Meeting and the Stockholders’ Approval is not received;

● by Iron Horse if Seller has not delivered required audited

and unaudited financial statements of CFI by certain dates;

● by either Seller or Iron Horse if the other is in breach of

any of 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;

● by either Seller or Iron Horse if the Closing has not occurred

on or before September 1, 2025.

Neither Seller nor Iron Horse is required to pay a termination fee

or reimburse the other for its expenses as a result of a termination of the Business Combination Agreement.

Each of them will, however,

remain liable for willful and material breaches of the Business Combination Agreement prior to termination.

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 Rights Agreement

The Business Combination Agreement provides that

Iron Horse and Seller will at the Closing enter into a registration rights agreement pursuant to which, among other things, Iron Horse

will agree to provide Seller with certain rights relating to the registration for resale of the shares of Common Stock it receives under

the Business Combination Agreement.

Consulting Agreements

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.

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 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.

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.

Effecting Our Initial Business Combination

We 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.

In connection with the proposed business combination,

we are seeking stockholder approval 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), 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.

We have no specified maximum percentage threshold for redemptions

in our amended and restated certificate of incorporation and even those public stockholders who vote in favor of our initial business

combination have the right to convert their public shares.

As a result, this may make it easier for us to consummate our initial business

Public 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

Our 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.

None of our officers, directors,

initial stockholders or their affiliates has indicated any intention to purchase units or shares of common stock from persons in the open

market or in private transactions.

However, if we hold a meeting to approve a proposed business combination and a significant number of

stockholders vote, or indicate an intention to vote, against such proposed business combination or that they wish to convert their shares,

our officers, directors, initial stockholders or their affiliates could make such purchases in the open market or in private transactions

in order to reduce the number of redemptions.

Notwithstanding the foregoing, our officers, directors, initial stockholders and their affiliates

2 unchanged sentences

Redemption Rights (a/k/a Conversion Rights)

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.

Alternatively, we may provide

our public stockholders with the opportunity to sell their shares of our common stock to us through 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,

less any taxes then due but not yet paid.

The per-share 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.

Our initial stockholders and our officers and

directors will not have redemption rights with respect to any shares of common stock owned by them, directly or indirectly, whether acquired

prior to the IPO or purchased by them in the IPO or in the aftermarket.

Additionally, the holders of founder’s shares will not

have redemption rights with respect to the Representative Shares (as defined in our Prospectus).

We may require public stockholders, whether they

are a record holder or hold their shares in “street name,” to either (i) tender their certificates to our transfer agent

or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At

Custodian) System, at the holder’s option, in each case prior to a date set forth in the proxy materials sent in connection with

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 per-share 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.

Our initial stockholders and

our officers and directors will not have redemption rights with respect to any shares of common stock owned by them, directly or indirectly,

whether acquired prior to the IPO or purchased by them in the IPO or in the aftermarket.

Additionally, the holders of Founder Shares will

not have redemption rights with respect to the 35,000 shares of Common stock we issued to EF Hutton and its designees in the IPO (the

“Representative Shares”).

We may require public stockholders,

whether they are a record holder or hold their shares in “street name,” to either (i) tender their certificates to our transfer

agent or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal

At 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.

There is a nominal cost associated with the above-referenced

delivery process and the act of certificating the shares or delivering them through the DWAC System.

The transfer agent will 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.

this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights.

The need to deliver

shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

However, in the event we require stockholders

seeking to exercise redemption rights prior to the consummation of the proposed business combination and the proposed business combination

is not consummated this may result in an increased cost to stockholders.

Any proxy 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.

There is a nominal cost associated

with the above-referenced delivery process and the act of certificating the shares or delivering them through the DWAC System.

agent will 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, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights.

The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

However, in the event we require

stockholders seeking to exercise redemption rights prior to the consummation of the proposed business combination and the proposed business

combination is not consummated this may result in an increased cost to stockholders.

Any proxy 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.

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.

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.

Any request to convert such shares once made,

may be withdrawn at any time up to the vote on the proposed business combination or the expiration of the tender offer.

if a holder of public shares delivered his or her certificate in connection with an election of their redemption and subsequently 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).

If the initial business combination is not approved

or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to convert

their shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any shares delivered by public

Any request to convert such

shares once made, may be withdrawn at any time up to the vote on the proposed business combination or the expiration of the tender offer.

Furthermore, if a holder of public shares delivered his or her certificate in connection with an election of their redemption and subsequently

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).

If the initial business combination

is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be

entitled to convert their shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any shares

delivered by public holders.

Liquidation if No Business Combination

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, without the need for a separate

stockholder vote, our sponsor must, upon five days’ advance notice prior to the application deadline, deposit into the trust account

$229,770 ($0.0333 per unit), or an aggregate of $459,540, for each three-month extension, on or prior to the date of the application

In the event that the stockholders, or affiliates or designees, 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 so.

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, we will (i) cease all operations

except for the purpose of winding up, (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

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.

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,

without the need for a separate stockholder vote, our sponsor must, upon five days’ advance notice prior to the application deadline,

deposit into the trust account $229,770 ($0.0333 per unit), or an aggregate of $459,540, for each three-month extension, on or prior to

the date of the application deadline.

On December 16, 2024, Iron Horse deposited $229,770 into the trust account to extend the amount

of time it has available to complete a business combination to March 29, 2025.

In the event that the stockholders, or affiliates or designees,

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 so.

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, we will (i) cease

all operations except for the purpose of winding up, (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),

2 unchanged sentences

Delaware law to provide for claims of creditors and the requirements of other applicable law.

Our initial stockholders, officers and directors

have agreed that they will not propose any amendment to our amended and restated certificate of incorporation that 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 months, if we extend the time to complete a business combination as described in this Annual Report) from the closing

of our IPO unless we provide our public stockholders with the opportunity to convert their shares of 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 taxes payable, divided by the number of then outstanding public shares.

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 the Delaware General Corporation Law, stockholders

may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.

The 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 do not 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 of the Delaware General

Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day 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 an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of 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 liability of the stockholder would be barred after the third anniversary of the dissolution.

It is our intention to redeem our public shares as soon as reasonably possible following 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, therefore, we do not intend to comply

with those procedures.

As such, our stockholders could potentially be liable for any claims to the extent of distributions received by

them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Furthermore, if the pro rata portion of our trust

account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not complete our initial

business combination within the required time period is not considered a liquidation distribution under Delaware law and such redemption

distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation Law, the statute of limitations

for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of

a liquidation distribution.

Because we will not be complying with Section

280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law requires us to adopt a plan, based

on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially

brought against us within the subsequent ten years.

However, because we are a blank check company, rather than an operating company,

and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be

from our current and former vendors (such as lawyers, auditors investment bankers, etc.) or prospective target businesses.

We are required to seek to have all third parties

(including any vendors or other entities we may engage) and any prospective target businesses enter into agreements 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.

As a result, the claims that

could be made against us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to

We therefore believe that any necessary provision for creditors will be reduced and should not have a significant impact on

our ability to distribute the funds in the trust account to our public stockholders.

Our initial stockholders,

officers and directors have agreed that they will not propose any amendment to our amended and restated certificate of incorporation that

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 months, if we extend the time to complete a business combination as described in this Annual

Report) from the closing of our IPO unless we provide our public stockholders with the opportunity to convert their shares of 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 taxes payable, divided by the number of then outstanding public

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 the Delaware General

Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received

by them in a dissolution.

The 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 do not 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 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including

a 60-day 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 an additional 150-day waiting period before any liquidating distributions are made to stockholders,

any liability of 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 liability of the stockholder would be barred after the third

anniversary of the dissolution.

It is our intention to redeem our public shares as soon as reasonably possible following 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, therefore,

we do not intend to comply with those procedures.

As such, our stockholders could potentially be liable for any claims to the extent of

distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such

Furthermore, if the pro rata

portion of our trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do

not complete our initial business combination within the required time period is not considered a liquidation distribution under Delaware

law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation Law, the

statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years,

as in the case of a liquidation distribution.

Because we will not be complying

with Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law requires us to adopt

a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may

be potentially brought against us within the subsequent ten years.

However, because we are a blank check company, rather than an operating

company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise

would be from our current and former vendors (such as lawyers, auditors investment bankers, etc.) or prospective target businesses.

We are required to seek to

have all third parties (including any vendors or other entities we may engage) and any prospective target businesses enter into agreements

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.

the claims 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.

We therefore believe that any necessary provision for creditors will be reduced and should not have a significant

impact on our ability to distribute the funds in the trust account to our public stockholders.

Nevertheless, MaloneBailey, LLP, our independent

6 unchanged sentences

Bengochea SPAC Sponsors I LLC, an entity affiliated with Mr.

Bengochea, has agreed that it will be liable

to ensure that the proceeds in the trust account are not reduced below $10.00 per share by 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 do not believe it has any significant liquid assets.

Accordingly, we believe it is unlikely that it will be able

to satisfy its indemnification obligations if it is required to do so.

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.

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’s 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.

Bengochea, has agreed that it will be liable to

ensure that the proceeds in the trust account are not reduced below $10.00 per share by 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 do not believe it has any significant liquid assets.

Accordingly, we believe it is unlikely that it will be able to satisfy its indemnification

obligations if it is required to do so.

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.

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

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.

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.

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’s shares and any public shares they may hold in

connection with any vote to amend our amended and restated certificate of incorporation.

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;

● 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.

In identifying, evaluating and selecting a target

business, we may encounter intense competition from other entities having a business objective similar to ours.

Many of these entities

are well established and have extensive experience identifying and effecting business combinations directly or through affiliates.

of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited

when contrasted with those of many of these competitors.

While we believe there may be numerous potential target businesses that we could

acquire with the net proceeds of our IPO, our ability to compete in acquiring certain sizable target businesses may be limited by our

available financial resources.

The following also may not be viewed favorably

by certain target businesses:

● our obligation to seek stockholder approval of a business

combination or engage in a tender offer may delay the completion of a transaction;

● our obligation to convert or repurchase shares of common

stock held by our public stockholders may reduce the resources available to us for a business combination;

● our outstanding warrants, as well as the rights to one-fifth

(1/5) of one share of common stock upon consummation of our initial business combination included within our units, and the potential

future dilution they represent.

Any of these factors may place us at a competitive

disadvantage in successfully negotiating a business combination.

Our management believes, however, that our status as a public entity

and potential access to the United States public equity markets may give us a competitive advantage over privately held entities having

a similar business objective as ours in acquiring a target business with significant growth potential on favorable terms.

If we succeed in effecting a business combination,

there will be, in all likelihood, intense competition from competitors of the target business, including from companies that may be subject

to less stringent disclosure and other securities law requirements as the surviving company in our business combination and that therefore

may have a competitive advantage.

We cannot assure you that, subsequent to a business combination, we will have the resources or ability

to compete effectively.

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;

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;

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;

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;

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.

Effecting Our Initial Business Combination

We 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, the proceeds of the sale of our

shares in connection with our initial business combination (pursuant to backstop agreements we may enter into following the consummation

of the IPO or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target,

or a combination of the foregoing.

We may seek to complete our initial business combination with a company or business that may be financially

unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and

We will 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.

The decision as to whether we will seek stockholder approval of

our proposed business combination or allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our

discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction

would otherwise require us to seek stockholder approval.

If we decide to allow stockholders to sell their shares to us in a tender offer,

we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the

initial business combination as is required under the SEC’s proxy rules.

If we seek stockholder approval, we will complete our

initial business combination only if a majority of the outstanding shares of common stock are voted in favor of the initial business

We have no specified maximum percentage threshold for redemptions in our amended and restated certificate of incorporation

and even those public stockholders who vote in favor of our initial business combination have the right to convert their public shares.

As a result, this may make it easier for us to consummate our initial business combination.

We will have up to 12 months from the closing

of our IPO to consummate an initial business combination.

In addition, if we anticipate that we may not be able to consummate our initial

business combination within 12 months, our sponsor may, but are not obligated to, extend the period of time to consummate a business

combination two times by an additional three months each time (for a total of up to 18 months to complete a business combination), provided

that, pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into between

us and Continental Stock Transfer & Trust Company on the date of this Annual Report, the only way to extend the time available for

us to consummate our initial business combination in the absence of a charter amendment, is for our insiders or their affiliates or designees,

upon at least five days’ advance notice prior to the applicable deadline, to deposit into the trust account $229,770 ($0.0333 per

unit), or an aggregate of $459,540, for each three-month extension, on or prior to the date of the applicable deadline.

that they elected to extend the time to complete a business combination and deposited the applicable amount of money into trust, the

insiders would 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 we are unable to close a business combination unless there are funds available outside the trust account to do so.

Such notes would either be paid upon consummation of our initial business combination, or, at the lender’s discretion, at closing

Our stockholders have approved the issuance of the private warrants upon conversion of such notes, to the extent the holder

wishes to so convert such notes at the time of the consummation of our initial business combination.

In the event that we receive notice

from our insiders five days prior to the applicable deadline of their intent to effect an extension, we intend to issue a press release

announcing such intention at least three days prior to the applicable deadline.

In addition, we intend to issue a press release the day

after the applicable deadline announcing whether or not the funds had been timely deposited.

Our insiders and their affiliates or designees

are not obligated to fund the trust account to extend the time for us to complete our initial business combination.

To the extent that

some, but not all, of our insiders, decide to extend the period of time to consummate our initial business combination, such insiders

(or their affiliates or designees) may deposit the entire amount required.

If we are unable to consummate an initial business combination

within such time period, we will redeem 100% of our 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 us for taxes as described herein (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.

We expect the pro rata redemption price to be approximately $10.00 per share of common stock, without taking

into account any interest earned on such funds or any increase as a result of our extending the time to consummate a business combination

as described herein.

However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors

which may take priority over the claims of our public stockholders.

NASDAQ listing rules require that our initial

business combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets

held in the trust account at the time of the agreement to enter into the initial business combination (excluding deferred underwriting

commissions and taxes payable).

The fair market value of the target or targets will be determined by our Board of Directors based upon

one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book

Although our Board of Directors will rely on generally accepted standards, our Board of Directors will have discretion to select

the standards employed.

In addition, the application of the standards generally involves a substantial degree of judgment.

investors will be relying on the business judgment of the Board of Directors in evaluating the fair market value of the target or targets.

The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public

stockholders with our analysis of the fair market value of the target business, as well as the basis for our determinations.

is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an

independent investment banking firm, or another independent entity that commonly renders valuation opinions, with respect to the satisfaction

of such criteria.

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.

We currently anticipate structuring a business

combination to acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, 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 intend to only complete such business combination if the post-transaction company owns or acquires 50% or

more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it

not to be required to register as an investment company under the Investment Company Act of 1940, as amended.

Even if the post-transaction

company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively

own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the

outstanding capital stock of a target.

In this case, we could acquire a 100% controlling interest in the target;

however, as a result

of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own

less than a majority of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests

or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses

that is owned or acquired is what will be valued for purposes of the 80% fair market value test.

We have three 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.

The amount of time they will devote in any time period will vary based on whether a target business has been selected

for the business combination and the stage of the business combination process the company is in.

Accordingly, once a suitable target

business has been located, management may spend more time investigating such target business 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.

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.

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.

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

We do not intend to have any full-time employees prior to the consummation of a business combination.

As a smaller reporting company we are not required

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business