What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-21 compared with 2024-04-01 · 1493 added, 1068 removed, 668 unchanged (79% of the section changed)

CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed

to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported

within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our

management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate

to allow timely decisions regarding required disclosure.

Under the supervision and with the participation

of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation

of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended December 31, 2023, as such term

is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal

financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures

were not effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be

disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in the SEC’s rules and forms.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and

procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed,

summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated

and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar

functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and

with the participation of our management, including our principal executive officer and principal financial and accounting officer, we

conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended December

31, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal

executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure

controls and procedures were not effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information

required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time

periods specified in the SEC’s rules and forms.

Management’s Annual Report on Internal

Control Over Financial Reporting

This Annual Report does not include a report

of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered

public accounting firm due to a transition period established by rules of the SEC for newly public companies.

As required by SEC rules

and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate

internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets

of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP,

and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could

have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or

compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial

reporting at December 31, 2024.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria,

management determined that we did not maintain effective internal control over financial reporting as of December 31, 2024, due to the

lack of segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting,

IT and financial reporting and record keeping.

Changes in Internal Control Over Financial

Other than the matters set forth above, there

were no changes in our internal control over financial reporting that occurred during the fourth quarter of the fiscal year covered by

this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial

Other than the matters set

forth above, there were no changes in our internal control over financial reporting that occurred during the fourth quarter of the fiscal

year covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

OTHER INFORMATION

8 unchanged sentences

Chief Executive Officer and Director

Chief Financial Officer and Director

William Caragol

Chief Operating Officer

Chief Financial Officer and Chief Operating Officer

Jose Antonio Bengochea,

, is our company’s Founder and has served as our Chief Executive Officer since November 2021.

Bengochea is also

a member of our Board of Directors.

Bengochea is the Founder and Chief Executive Officer of Bengochea Capital LLC, an investment firm

founded in 2020 to pursue frontier asset classes and, through Mr.

Bengochea’s network of connections to various industry executives

and celebrities, to examine global opportunities in media and entertainment.

Bengochea Capital has been present at the Cannes Film Festival,

among other prestigious events, and was a registered media entity with the Recording Academy for the 2023 Grammy Awards and is a registered

media entity for the upcoming 2024 Grammy Awards.

, is our Founder and has served as our Chief Executive Officer since November 2021.

Bengochea is also a member of our

Board of Directors.

Bengochea is the Founder and Chief Executive Officer of Bengochea Capital LLC, an investment firm founded in 2020

to pursue frontier asset classes and, through Mr.

Bengochea’s network of connections to various industry executives and celebrities,

to examine global opportunities in media and entertainment.

Bengochea Capital has been present at the Cannes Film Festival, among other

prestigious events, and was a registered media entity with the Recording Academy for the 2023 Grammy Awards and is a registered media

entity for the upcoming 2024 Grammy Awards.

Prior to founding Bengochea Capital, Mr.

Bengochea was a part of Sony’s Global

Business Development team in Los Angeles from 2018 to 2020.

Bengochea was a part of Sony’s Global Business

Development team in Los Angeles from 2018 to 2020.

After graduating Harvard Law School and Harvard Business School with a J.D.

Bengochea worked as a corporate attorney at the law firm Jenner & Block in New York City.

Bengochea also

holds an A.B.

summa cum laude from Harvard University where he designed his own degree, entitled Comparative Imperial History, with a

secondary degree in Archaeology.

Turner , our Chair of the Board since inception, has served on numerous public and private companies Boards of Directors since

Turner was the Chief Financial Officer of Coinstar Inc.

Bengochea also holds an

summa cum laude from Harvard University where he designed his own degree, entitled Comparative Imperial History, with a secondary

degree in Archaeology.

Bengochea also serves as Chief Executive Officer and Chairman of the Board of Iron Horse Acquisitions Corp.

II, a special purpose acquisition corporation, which filed its registration statement for an initial public offering in January 2025.

Bengochea’s extensive experience in mergers and acquisitions as well as his experience in the media and entertainment

industry, we believe Mr.

Bengochea will provide valuable advice as we consider potential merger candidates.

William Caragol , our Chief Operating

Officer since inception and our Chief Financial Officer since October 2024, has over thirty years of experience working with growth stage

In 2018, he founded and is the Managing Director of Quidem LLC, a corporate strategic and financial advisory firm.

2021 he has been the Chief Financial Officer of Mainz Biomed N.V.

MYNZ), a molecular genetics diagnostic company specializing

in the early detection of cancer.

Since 2015, Mr.

Caragol has been Chairman of the Board of Thermomedics, Inc., a privately held medical

diagnostic equipment company.

Since July 2021, Mr.

Caragol has served on the Board of Directors of Worksport Ltd.

WKSP), a growth

stage technology company.

Since July 2023, Mr.

Caragol has served on the Board of Directors of Janover, Inc.

JNVR), a B2B fintech

marketplace company.

From 2021 to 2023, Mr.

Caragol served on the Board of Directors and was Chairman of the Audit Committee of Greenbox

GBOX) a financial technology company leveraging proprietary blockchain security to build customized payment solutions.

Caragol earned a B.S.

in business administration and accounting from Washington & Lee University and is a member of the American Institute

of Certified Public Accountants.

Caragol also serves as Chief Financial Officer and Director of Iron Horse Acquisitions Corp.

a special purpose acquisition corporation, which filed its registration statement for an initial public offering in January 2025.

his financial expertise and successful career as a director and senior executive of numerous public companies, we believe Mr.

will provide valuable perspectives to executing our strategy of identifying and evaluating merger candidates.

Brian Turner , our Chair of the Board

since inception, has served on numerous public and private companies Boards of Directors since July 2009.

Turner was the Chief Financial

Officer of Coinstar Inc.

from 2003 until June 2009.

Prior to Coinstar, from 2001 to 2003,

he served as Senior Vice President of Operations, Chief Financial Officer, and Treasurer of Real Networks, Inc., a digital media and technology

Prior to Real Networks, from 1999 to 2001, Mr.

Turner was employed by Bsquare Corp., a software company, where he initially served

as Senior Vice President of Operations, Chief Financial Officer, and Secretary, before being promoted to President and Chief Operating

Prior to Coinstar, from 2001 to 2003, he served as Senior Vice President of Operations,

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

Prior to Real Networks, from 1999

Turner was employed by Bsquare Corp., a software company, where he initially served as Senior Vice President of Operations,

Chief Financial Officer, and Secretary, before being promoted to President and Chief Operating Officer.

From 1995 to 1999, Mr.

Turner was Chief Financial Officer and Vice President of Administration of Radisys Corp., an embedded

software company.

Turner’s experience also includes 13 years at PricewaterhouseCoopers LLP where he held several positions including

Director of Corporate Finance.

Turner was formerly Chairman of the Board of Microvision, Inc.

MVIS), a public company in

the lidar space, and is now Chair of the Audit Committee for MVIS.

Turner has also been a director for several private companies.

Turner holds a Bachelors of Business Administration in Accounting and a Bachelors of Arts in Political Science from the University

of Washington.

was Chief Financial Officer and Vice President of Administration of Radisys Corp., an embedded software company.

Turner’s experience

also includes 13 years at PricewaterhouseCoopers LLP where he held several positions including Director of Corporate Finance.

was formerly Chairman of the Board of Microvision, Inc.

MVIS), a public company in the lidar space, and was formerly the Chair

of the Audit Committee for MVIS.

Since October, 2024 Mr.

Turner is a director of Aesthetic Revolution, Inc.

Turner has also been a

director for several private companies.

Turner holds a Bachelors of Business Administration in Accounting and a Bachelors of Arts

in Political Science from the University of Washington.

Given his financial expertise and successful career as a director and senior

executive of numerous public companies, we believe Mr.

Turner will provide valuable perspectives to executing our strategy of evaluating

merger candidates.

Ken Hertz , a member of our Board

14 unchanged sentences

Anderson Graduate School of Management, Marshall School of Business, Stanford Business School, and an adjunct professor of law at USC.

He graduated UCLA with a J.D.

He graduated from UCLA with a J.D.

in 1984 and U.C.

Berkeley in 1981 with a B.S.

Hertz’s extensive experience in

mergers and acquisitions as well as his experience in the media and entertainment industry, we believe Mr.

Hertz will provide valuable

advice as we consider potential merger candidates

Jane Waxman , our Chief Financial

Officer and a director since inception, has extensive experience in the film entertainment industry with a diverse background in operations

and financial management.

Throughout her 30-year tenure at 20 th Century Fox from 1990 to 2019, she 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.

In her roles, she 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.

Officer from inception through October 2024 and a director since inception, has extensive experience in the film entertainment industry

with a diverse background in operations and financial management.

Throughout her 30-year tenure at 20th Century Fox from 1990 to 2019,

she 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.

In her roles, she 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

Before joining 20th Century Fox, Ms.

Waxman was a Senior Auditor at Ernst & Young.

Waxman earned her bachelor’s degree from the University of

California, Santa Barbara.

She currently also serves on the board of Jonathan Jaques Children’s Cancer Center at Miller’s

Children’s Hospital and served as sponsorship committee co-chair from 2010 to 2017.

William Caragol , our Chief Operating

Officer since inception, has over thirty years of experience working with growth stage companies.

In 2018, he founded and is the Managing

Director of Quidem LLC, a corporate strategic and financial advisory firm.

Since July 2021 he has been the Chief Financial Officer of

Mainz Biomed N.V.

MYNZ), a molecular genetics diagnostic company specializing in the early detection of cancer.

Since 2015, Mr.

Caragol has been Chairman of the Board of Thermomedics, Inc., a privately held medical diagnostic equipment company.

Since July 2021,

Caragol has served on the Board of Directors of Worksport Ltd.

WKSP), a growth stage technology company.

Since July 2023,

Caragol has served on the Board of Directors of Janover, Inc.

JNVR), a B2B fintech marketplace company.

From 2021 to 2023,

Caragol served on the Board of Directors and was Chairman of the Audit Committee of Greenbox POS (NASDAQ:

GBOX) a financial technology

company leveraging proprietary blockchain security to build customized payment solutions.

Caragol earned a B.S.

in business administration

and accounting from Washington & Lee University and is a member of the American Institute of Certified Public Accountants.

Waxman earned her bachelor’s

degree from the University of California, Santa Barbara.

She currently also serves on the board of Jonathan Jaques Children’s Cancer

Center at Miller’s Children’s Hospital and served as sponsorship committee co-chair from 2010 to 2017.

extensive experience as a financial executive in the media and entertainment industry, we believe Ms.

Waxman will provide valuable

advice as we consider potential merger candidates

Scott Morris , a member of our Board

13 unchanged sentences

and California Water Service.

on the Board of Trustees of Gonzaga University.

a Trustee Emeritus of Gonzaga University.

He has served on a number of Spokane nonprofit and economic development Boards.

Strategic Advisors

Our Strategic Advisors will assist our management

team in search of suitable acquisition targets.

However, they have no written advisory agreement with us.

Moreover, they are not Board

members, have no fiduciary obligations to us, will not perform Board or committee functions and will not have any voting or decision-making

Accordingly, if any of our advisors becomes aware of a business combination which is suitable for any of the entities to which

he has fiduciary or contractual obligations (including other blank check companies), he will honor his fiduciary or contractual obligations

to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity.

we believe them to be powerful assets whose networks, experiences, and accolades make them value-enhancing additions to our team.

are as follows:

Kosaku Yada is the current

CEO and co-founder of Westbrook Inc., which he co-founded in 2019 alongside Will Smith, Jada Smith, and Miguel Melendez.

a director on the board of the Smith Family Circle, the wealth office of the Smith Family and was the Founding CEO of the Smith Family

a director of the consumer products company JUST Goods, Inc.

a Managing Partner

at Dreamers VC;

and the owner and operator of a private investment and holding company, The Yada Company.

Yada had extensive

experience building companies and brands in Japan, having founded an early-stage VC company in Tokyo (The Sonar Group).

founded K2D in 2021, which he sold to a Japanese public entity.

Yada is a graduate of Harvard University (A.B., 2007).

Miguel Melendez is Co-Founder of

Westbrook Inc.

and Just Water and Partner of Three Six Zero Entertainment.

Miguel has been a talent and business management executive

for over three decades and has been with the Smith Family for over 20 years.

Melendez 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 to name a few.

Melendez began his career in New York working for Fever Records & Management

and as a road manager for pop sensation New Kids on the Block.

He went on to found Melendez Entertainment Group, which joined forces with

Overbrook Entertainment founders Jada Pinkett Smith, Will Smith and James Lassiter, in 2000.

Melendez’s creative partnership with

client Jada Pinkett Smith has 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 CBS.

Given his financial

expertise and successful career as a director and senior executive of several public companies, we believe Mr.

Morris will provide

valuable perspectives to executing our strategy of evaluating merger candidates.

Number and Terms of Office of Officers and

We have five directors on our Board of Directors.

Our Board of Directors is divided into three classes, each of which will generally serve for a term of three years with only one class

of directors being elected in each year.

We have five directors on

our Board of Directors.

Our Board of Directors is divided into three classes, each of which will generally serve for a term of three years

with only one class of directors being elected in each year.

Direction elections will be held at our annual meetings of stockholders.

In accordance with NASDAQ

corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following

our listing on NASDAQ.

Our officers are appointed by the Board and serve

at the discretion of the Board, rather than for specific terms of office.

Our Board is authorized to appoint persons to the offices set

forth in our organizational documents as it deems appropriate.

Our organizational documents provide that our officers may consist of a

Chair of the Board (if such individual is also an officer), Vice Chairman of the Board (if such individual is also an officer), Chief

Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Secretary and Treasurer.

Our Board of Directors, in its

discretion, may also elect one or more Vice Presidents (including Executive Vice Presidents and Senior Vice Presidents), Assistant Secretaries,

Assistant Treasurers, a Controller and such other officers as in the judgment of the Board of Directors may be necessary or desirable.

Director Independence

Currently Brian Turner, Ken Hertz and Scott Morris

are each considered an “independent director” under the NASDAQ listing rules, which is defined generally as a person other

than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of

the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the

responsibilities of a director.

Our independent directors will have regularly

scheduled meetings at which only independent directors are present.

Any affiliated transactions will be on terms no

less favorable to us than could be obtained from independent parties.

The audit committee of our Board of Directors will review and approve

all affiliated transactions with any interested director abstaining from such review and approval.

Officer and Director Compensation

None of our officers or directors has or is expected

to receive any cash compensation for services rendered to us.

We have agreed to pay $12,000 per month to our sponsor, Bengochea SPAC Sponsors

I LLC, pursuant to an administrative services agreement pursuant in exchange for management support, administrative, office space, and

other services, which amounts our sponsor would have discretion to use as it sees fit in connection with its operations, including, potentially,

by making payments to our Chief Executive Officer in his individual capacity because he is also the Chief Executive Officer of our sponsor.

Additionally, after our initial business combination, members of our management team who remain with us may be paid consulting, management

or other fees from the combined company (to the extent such an arrangement is negotiated with the prospective target company).

For a description

of the administrative services agreement and additional details about potential post-business combination consulting, management or other

fees, see Part III, Item 11 ( Executive Compensation ).

In accordance with NASDAQ corporate governance requirements, we are not required to hold an annual meeting until one year after our first

fiscal year end following our listing on NASDAQ.

Each class of directors is comprised of the following members:

Director Name

Year Term Expires

Jose Antonio Bengochea

Our officers are appointed

by the Board and serve at the discretion of the Board, rather than for specific terms of office.

Our Board is authorized to appoint persons

to the offices set forth in our organizational documents as it deems appropriate.

Our organizational documents provide that our officers

may consist of a Chair of the Board (if such individual is also an officer), Vice Chairman of the Board (if such individual is also an

officer), Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Secretary and Treasurer.

Our Board, in

its discretion, may also elect one or more Vice Presidents (including Executive Vice Presidents and Senior Vice Presidents), Assistant

Secretaries, Assistant Treasurers, a Controller and such other officers as in the judgment of the Board may be necessary or desirable.

Committees of the Board of Directors

Our Board of Directors has four standing committees:

Our Board has four standing

an executive committee, an audit committee, a compensation committee and a nominating and corporate governance committee.

Subject to phase-in

rules and a limited exception, NASDAQ rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be

comprised solely of independent directors, and subject to certain limited exceptions, NASDAQ rules require that the compensation committee

and nominating committee of a listed company be comprised solely of independent directors.

Our audit committee, a compensation committee

and a nominating and corporate governance committee are each governed by a written charter, which charters are filed as Exhibits 99.1,

99.2, and 99.3 to this Annual Report.

NASDAQ rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent

directors, and subject to certain limited exceptions, NASDAQ rules require that the compensation committee and nominating committee of

a listed company be comprised solely of independent directors.

Our audit committee, compensation committee and nominating and corporate

governance committee are each governed by a written charter, which charters are incorporated by reference as s Exhibits 99.1, 99.2, and

99.3 to this Annual Report.

In addition, a copy of any or all of these charters will be provided by us without charge upon request.

The Board recently reconstituted committee membership

given the recent resignation of one of its directors, and as part of its periodic examination of its size, is currently considering whether

five directors is appropriate for the effectiveness of the Board or whether the Board should be expanded.

Executive Committee

The members of our executive committee are Ken

Hertz, Brian Turner and Jose A.

The members of our executive

committee are Ken Hertz, Brian Turner and Jose A.

Ken Hertz is the chair of the executive committee.

The executive committee has been formed

for the purpose of broadening potential deal pipeline and sourcing targets from the networks of the executive committee members.

The executive committee

has been formed for the purpose of broadening potential deal pipeline and sourcing targets from the networks of the executive committee

Audit Committee

The members of our audit committee are Brian Turner,

Scott Morris, and Ken Hertz, each of whom is an independent director under NASDAQ’s listing standards.

Brian Turner is the chair

of the audit committee.

The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited

● reviewing and discussing with management and the independent

auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included

in our Form 10-K;

● discussing with management and the independent auditor significant

financial reporting issues and judgments made in connection with the preparation of our financial statements;

● discussing with management major risk assessment and risk

management policies;

The members of our audit committee

are Brian Turner, Scott Morris, and Ken Hertz, each of whom is an independent director under NASDAQ’s listing standards.

is the chair of the audit committee.

The audit committee’s duties, which are specified in our Audit Committee Charter, include,

but are not limited to:

and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether

the audited financial statements should be included in our Form 10-K;

discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

discussing with management major risk assessment and risk management policies;

monitoring the independence of the independent auditor;

● verifying the rotation of the lead (or coordinating) audit

partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible

for reviewing the audit as required by law;

reviewing and approving all related-party transactions;

● inquiring and discussing with management our compliance with

applicable laws and regulations;

● pre-approving all audit services and permitted non-audit

services to be performed by our independent auditor, including the fees and terms of the services to be performed;

inquiring and discussing with management our compliance with applicable laws and regulations;

pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

appointing or replacing the independent auditor;

● determining the compensation and oversight of the work of

the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting)

for the purpose of preparing or issuing an audit report or related work;

● establishing procedures for the receipt, retention and treatment

of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our

financial statements or accounting policies;

● approving reimbursement of expenses incurred by our management

team in identifying potential target businesses.

determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

Financial Experts on Audit Committee

The audit committee will at all times be composed

exclusively of “independent directors” who are “financially literate” as defined under NASDAQ’s listing

NASDAQ’s standards define “financially literate” as being able to read and understand fundamental financial

statements, including a company’s balance sheet, income statement and cash flow statement.

In addition, we must certify to NASDAQ that the

committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional

The audit committee will at

all times be composed exclusively of “independent directors” who are “financially literate” as defined under NASDAQ’s

listing standards.

NASDAQ’s standards define “financially literate” as being able to read and understand fundamental

financial statements, including a company’s balance sheet, income statement and cash flow statement.

In addition, the audit committee

has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional

certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

The Board of Directors has determined that each of Brian Turner and Scott Morris qualifies as an “audit committee financial expert,”

as defined under rules and regulations of the SEC.

The Board has determined that each of Brian Turner and Scott Morris qualifies as an “audit committee financial expert,” as

defined under rules and regulations of the SEC.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance

committee are Scott Morris, Ken Hertz, and Brian Turner, each of whom is an independent director under NASDAQ’s listing standards.

The members of our nominating

and corporate governance committee are Scott Morris, Ken Hertz, and Brian Turner, each of whom is an independent director under NASDAQ’s

listing standards.

Scott Morris serves as chair of the nominating and corporate governance committee.

1 unchanged sentence

will be to assist the Board in:

● identifying, screening and reviewing individuals qualified

to serve as directors and recommending to the Board candidates for nomination for election at the annual meeting of stockholders or to

fill vacancies on the Board;

● developing, recommending to the Board and overseeing implementation

of our corporate governance guidelines;

● coordinating and overseeing the annual self-evaluation of

the Board, its committees, individual directors and management in the governance of the company;

● reviewing on a regular basis our overall corporate governance

and recommending improvements as and when necessary.

● identifying,

screening and reviewing individuals qualified to serve as directors and recommending to the Board candidates for nomination for election

at the annual meeting of stockholders or to fill vacancies on the Board;

● developing,

recommending to the Board and overseeing implementation of our corporate governance guidelines;

● coordinating

and overseeing the annual self-evaluation of the Board, its committees, individual directors and management in the governance of the

on a regular basis our overall corporate governance and recommending improvements as and when necessary.

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which are

specified in the Nominating and Corporate Governance Committee Charter, generally provide that person to be nominated:

● should have demonstrated notable or significant achievements

in business, education or public service;

● should possess the requisite intelligence, education and

experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations;

● should have the highest ethical standards, a strong sense

of professionalism and intense dedication to serving the interests of the stockholders.

The Nominating and Corporate Governance Committee

will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism

in evaluating a person’s candidacy for membership on our Board.

The Nominating and Corporate Governance Committee may require certain

skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also

consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The guidelines for selecting

nominees, which are specified in the Nominating and Corporate Governance Committee Charter, generally provide that person to be nominated:

have demonstrated notable or significant achievements in business, education or public service;

possess the requisite intelligence, education and experience to make a significant contribution to the Board and bring a range of skills,

diverse perspectives and backgrounds to its deliberations;

have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

The Nominating and Corporate

Governance Committee does not distinguish among nominees recommended by stockholders and other persons.

Governance Committee will consider a number of qualifications relating to management and leadership experience, background and integrity

and professionalism in evaluating a person’s candidacy for membership on our Board.

The Nominating and Corporate Governance Committee

may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time

to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

Nominating and Corporate Governance Committee does not distinguish among nominees recommended by stockholders and other persons.

have been no material changes to the procedures by which stockholders may recommend nominees to the Board.

Compensation Committee

The members of the compensation committee of the

Board of Directors are Ken Hertz, Brian Turner, and Scott Morris, each of whom is an independent director under NASDAQ’s listing

The members of the compensation

committee of the Board are Ken Hertz, Brian Turner, and Scott Morris, each of whom is an independent director under NASDAQ’s listing

Ken Hertz is the chair of the compensation committee.

1 unchanged sentence

Compensation Committee Charter, include, but are not limited to:

● reviewing and approving on an annual basis the corporate

goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance

in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on

such evaluation;

● reviewing and approving the compensation of all of our other

executive officers;

● reviewing our executive compensation policies and plans;

● implementing and administering our incentive compensation

equity-based remuneration plans;

● assisting management in complying with our proxy statement

and annual report disclosure requirements;

● approving all special perquisites, special cash payments

and other special compensation and benefit arrangements for our executive officers and employees;

● if required, producing a report on executive compensation

to be included in our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate,

to the remuneration for directors.

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating

our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our Chief Executive Officer based on such evaluation;

and approving the compensation of all of our other executive officers;

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and

required, producing a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

Code of Ethics

We have adopted a Code of Ethics applicable to

our directors, officers and employees.

A copy of our Code of Ethics is filed as Exhibit 14 to this Annual Report.

We have adopted a Code of

Ethics applicable to all of our directors and officers, including our principal executive officer, principal financial officer and principal

accounting officer.

A copy of our Code of Ethics is incorporated by reference as Exhibit 14 to this Annual Report.

In addition, a copy

2 unchanged sentences

provisions of our Code of Ethics in a Current Report on Form 8-K.

Compensation Committee Interlocks and Insider

Participation

None of our officers currently serves, or in the

past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our Board of Directors.

Insider Trading Policy

We have not adopted an insider

trading policy and procedures governing the purchase, sale, and/or other dispositions of the registrant’s securities by directors,

officers and employees, or the registrant itself, that are reasonably designed to promote compliance with insider trading laws, rules

and regulations, and any listing standards applicable to the registrant.

We expect that such a policy will be adopted by the post-business

combination company in connection with a business combination transaction.

Conflicts of Interest

In general, officers and directors of a corporation

incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

● the corporation could financially undertake the opportunity;

● the opportunity is within the corporation’s line of

● it would not be fair to the corporation and its stockholders

for the opportunity not to be brought to the attention of the corporation.

Our amended and restated certificate of incorporation

provides that:

● except as may be prescribed by any written agreement with

us, we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered

to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually

permitted to undertake and would otherwise be reasonable for us to pursue;

● our officers and directors will not be liable to our company

or our stockholders for monetary damages for breach of any fiduciary duty by reason of any of our activities to the fullest extent permitted

by Delaware law.

Our officers and directors are, and may in the

future become, affiliated with other companies.

In order to minimize potential conflicts of interest which may arise from such other corporate

affiliations, each of our officers and directors has contractually agreed, pursuant to a written agreement with us, until the earliest

of our execution of a definitive agreement for a business combination, our liquidation or such time as he or she ceases to be an officer

or director, to present to our company for our consideration, prior to presentation to any other entity, any suitable business opportunity

which may reasonably be required to be presented to us, subject to any fiduciary or contractual obligations he or she might have.

foregoing agreement does not restrict our officers from becoming affiliated with other companies in the future which could take priority

over our company;

however, we believe that such agreement still benefits us because our officers and directors are obligated to present

suitable business opportunities to us to the extent that none of their other fiduciary or contractual obligations require them to present

it to another entity.

In general, officers and directors

of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation

corporation could financially undertake the opportunity;

opportunity is within the corporation’s line of business;

would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

Our amended and restated certificate

of incorporation provides that:

as may be prescribed by any written agreement with us, we renounce our interest in any corporate opportunity offered to any director

or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our

company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us

officers and directors will not be liable to our company or our stockholders for monetary damages for breach of any fiduciary duty by

reason of any of our activities to the fullest extent permitted by Delaware law.

Our officers and directors

are, and may in the future become, affiliated with other companies.

In order to minimize potential conflicts of interest which may arise

from such other corporate affiliations, each of our officers and directors has contractually agreed, pursuant to a written agreement with

us, until the earliest of our execution of a definitive agreement for a business combination, our liquidation or such time as he or she

ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity, any suitable

business opportunity which may reasonably be required to be presented to us, subject to any fiduciary or contractual obligations he or

she might have.

The foregoing agreement does not restrict our officers from becoming affiliated with other companies in the future which

could take priority over our company;

however, we believe that such agreement still benefits us because our officers and directors are

obligated to present suitable business opportunities to us to the extent that none of their other fiduciary or contractual obligations

require them to present it to another entity.

The following table summarizes the pre-existing

6 unchanged sentences

Bengochea SPAC Sponsors I LLC

Iron Horse Acquisitions Corp.

CEO and Chairman

Mainz Biomed N.V.

Hawaiian Springs Water

Janover, Inc.

1 unchanged sentence

Thermomedics Inc.

Iron Horse Acquisitions Corp.

Managing Director

CFO and Director

Brian Virgil Turner

Microvision, Inc.

McKinstry Inc.

1 unchanged sentence

Netwrix, Inc.

Director, Audit Chair

Aesthetic Revolution, Inc.

Director, Audit Chair

13 unchanged sentences

additional potential conflicts of interest:

● None of our officers and directors is required to commit

their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business

● Unless we consummate our initial business combination, our

officers, directors and initial stockholders will not receive reimbursement or repayment for any out-of-pocket expenses incurred by them,

or loans made to us, to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account.

● The founder’s shares beneficially owned by our initial

stockholders, and the private warrants purchased by our initial stockholders, and any warrants which our officers or directors may purchase

in the aftermarket will expire worthless if a business combination is not consummated.

This is because our officers and directors and

affiliates will not receive liquidation distributions from the trust account with respect to any of the founder’s shares or warrants.

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

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

The Founder Shares beneficially owned by our initial stockholders, and the private warrants purchased by our initial stockholders, and any warrants which our officers or directors may purchase in the aftermarket will expire worthless if a business combination is not consummated.

This is because our officers and directors and affiliates will not receive liquidation distributions from the trust account with respect to any of the Founder Shares or warrants.

For the foregoing reasons, our Board may have

a conflict of interest in determining whether a particular target business is appropriate to effect a business combination with.

To further minimize conflicts of interest, we

have agreed not to consummate an initial business combination with an entity that is affiliated with any of our officers, directors or

initial stockholders unless we have obtained an opinion from an independent investment banking firm, or another independent entity that

commonly renders valuation opinions, that the business combination is fair to our unaffiliated stockholders from a financial point of

To further minimize conflicts

of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our officers,

directors or initial stockholders unless we have obtained an opinion from an independent investment banking firm, or another independent

entity that commonly renders valuation opinions, that the business combination is fair to our unaffiliated stockholders from a financial

point of view.

We will also need to obtain the approval of a majority of our disinterested independent directors.

Furthermore, in no event will

any of our initial stockholders, members of our management team or their respective affiliates be paid any compensation prior to, or for

any services they render in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction

that it is) other than the payment of a total of $12,000 per month to our sponsor in exchange for management support, administrative,

Furthermore, in no event

will any of our initial stockholders, members of our management team or their respective affiliates be paid any compensation prior to,

or for any services they render in order to effectuate, the consummation of an initial business combination (regardless of the type of

transaction that it is) other than the payment of a total of $12,000 per month to our sponsor in exchange for management support, administrative,

office space, and other services, as well as repayment of the loan from our sponsor and reimbursement of any out-of-pocket expenses.

1 unchanged sentence

of Officers and Directors

Our amended and restated certificate of incorporation

provides that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware law as it now exists or

may in the future be amended.

In addition, our amended and restated certificate of incorporation provides that our directors will not

be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, unless they violated their duty of

loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends,

unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

We have entered into agreements with our officers

and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate

of incorporation.

Our bylaws also will permit us to secure insurance on behalf of any officer, director or employee for any liability

arising out of his or her actions, regardless of whether Delaware law would permit indemnification.

We have purchased a policy of directors’

and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of

a judgment in some circumstances and insures us against our obligations to indemnify the directors and officers.

These provisions may discourage stockholders from

bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the

likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit

us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement

and damage awards against directors and officers pursuant to these indemnification provisions.

We believe that these provisions, the insurance

and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.

Insofar as indemnification for liabilities arising

under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or

otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities

Act and is, therefore, unenforceable.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Exchange Act requires our

executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with

the SEC initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities.

executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all

Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished

to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive

officers, directors and greater than 10% beneficial owners were filed in a timely manner.

Our amended and restated certificate

of incorporation provides that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware law as

it now exists or may in the future be amended.

In addition, our amended and restated certificate of incorporation provides that our directors

will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, unless they violated their

duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments

of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

We have entered into agreements

with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended

and restated certificate of incorporation.

Our bylaws also will permit us to secure insurance on behalf of any officer, director or employee

for any liability arising out of his or her actions, regardless of whether Delaware law would permit indemnification.

We have purchased

a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense,

settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify the directors and officers.

These provisions may discourage

stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions also may have the effect

of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise

benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs

of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

We believe that these provisions,

the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.

Insofar as indemnification

for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing

provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed

in the Securities Act and is, therefore, unenforceable.

Delinquent Section 16(a) Beneficial Ownership

Section 16(a) of the Exchange

Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities

to file with the SEC initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of

all Section 16(a) forms filed by such reporting persons.

Specific due dates have been established by the SEC, and we are required

to disclose in this Annual Report any failure to file required ownership reports by these dates.

Based solely upon a review of forms filed

with the SEC and the written representations of such person, we are aware of the following:

(i) the sponsor, Bengochea SPAC Sponsors I

LLC, a greater than 10% stockholder, failed to timely file a Form 3 when the registration statement on Form S-1 (File No.

and the registration statement on Form S-1MEF (File No.

333-276282) with respect to the IPO became effective on December 26, 2023;

the sponsor, Bengochea SPAC Sponsors I LLC, failed to timely file a Form 4 to report the purchase of 2,457,000 private warrants in a private

placement that was consummated simultaneously with the closing of the IPO on December 29, 2023;

and (iii) the sponsor, Bengochea SPAC

Sponsors I LLC, failed to timely file a Form 5 within 45 days after the company’s fiscal year ended on December 31, 2023 to report

the transactions described above, which should have been reported on a Form 3 or Form 4.

EXECUTIVE COMPENSATION

Executive Compensation

No executive officer has received any cash compensation

for services rendered to us.

However, we entered into an administrative services agreement pursuant to which, commencing on the date of

the closing of our IPO and lasting for 12 months from such date of closing of our IPO, we will pay $12,000 per month to our sponsor in

exchange for management support, administrative, office space, and other services, which amounts our sponsor would have discretion to

use as it sees fit in connection with its operations, including, potentially, by making payments to our Chief Executive Officer in his

individual capacity because he is also the Chief Executive Officer of our sponsor.

This arrangement would be solely pursuant to any agreements

between our Chief Executive Officer and our sponsor, to which the Company is not a party, and any such payments would not be intended

to provide our Chief Executive Officer with compensation in lieu of a salary for his service as Chief Executive Officer of the Company.

Our sponsor, officers and directors, or any affiliate of our sponsor or officers, will also be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

business combinations.

No executive officer has received

any cash compensation for services rendered to us.

However, we entered into an administrative services agreement pursuant to which, commencing

on the date of the closing of our IPO and lasting for 12 months from such date of closing of our IPO, we will pay $12,000 per month to

our sponsor in exchange for management support, administrative, office space, and other services, which amounts our sponsor would have

discretion to use as it sees fit in connection with its operations, including, potentially, by making payments to our Chief Executive

Officer in his individual capacity because he is also the Chief Executive Officer of our sponsor.

This arrangement would be solely pursuant

to any agreements between our Chief Executive Officer and our sponsor, to which the Company is not a party, and any such payments would

not be intended to provide our Chief Executive Officer with compensation in lieu of a salary for his service as Chief Executive Officer

of the Company.

Our sponsor, officers and directors, or any affiliate of our sponsor or officers, will also be reimbursed for any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence

on suitable business combinations.

There is no limit on the amount of out-of-pocket expenses reimbursable by us;

provided, however, that to the extent

such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we

consummate an initial business combination.

They may also receive repayment for any loans made by them to us for working capital needs

or extending our time to consummate an initial business combination.

No other cash compensation of any kind, including

any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor,

officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to

effectuate the consummation of our initial business combination (regardless of the type of transaction that it is).

After our initial business combination, members

of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all

amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders.

However, the amount of such compensation may not be known at the time of the stockholder meeting held to consider an initial business

combination, as it will be up to the directors of the post-combination business to determine executive and director compensation.

event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report,

as required by the SEC.

provided, however, that

to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by

us unless we consummate an initial business combination.

They may also receive repayment for any loans made by them to us for working

capital needs or extending our time to consummate an initial business combination.

No other cash compensation

of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid

by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services

rendered in order to effectuate the consummation of our initial business combination (regardless of the type of transaction that it is).

After our initial business

combination, members of our management team who remain with the combined company may be paid consulting, management or other fees from

the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation

materials furnished to our stockholders.

As disclosed above, the Business Combination Agreement provides that New CFI will enter into

a Consulting Agreement with each of Mr.

Bengochea and Mr.

Caragol, which will be effective immediately after closing of the business combination.

Bengochea and Mr.

Caragol shall assist New CFI’s management, board of directors and committees in regard to (i) financial reporting,

(ii) SEC filings (iii) coordination with its auditors, (iv) governance issues, (v) investor relations, and (vi) any other activities that

are reasonably requested.

In addition, they will attend all New CFI’s Board of Director meetings as an observer.

The Consulting

Agreement will be for a six month term post-Closing, unless earlier terminated or extended by the parties.

The consulting fee shall be

500,000 restricted shares of New CFI common stock, which shares shall be registered on a registration statement post-Closing.

Any additional

compensation to be paid upon extension of the term shall be mutually agreed to by and between New CFI and each of Mr.

Bengochea and Mr.

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.

Clawback Policy

As required by the NASDAQ rules, our Board of

Directors has adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek the recovery of incentive compensation

received by any the Company’s current and former executive officers (as determined by the Compensation Committee of the Company’s

Board of Directors in accordance with Section 10D of the Exchange Act and the rules of the Nasdaq Global Market) and such other senior

executives/employees who may from time to time be deemed subject to the Clawback Policy by the Compensation Committee (collectively, the

“Covered Executives”) during the three completed fiscal years immediately preceding the date on which the Company is required

As required by the NASDAQ

rules, our Board has adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek the recovery of incentive

compensation received by any the Company’s current and former executive officers (as determined by the Compensation Committee of

the Company’s Board in accordance with Section 10D of the Exchange Act and the rules of the Nasdaq Global Market) and such other

senior executives/employees who may from time to time be deemed subject to the Clawback Policy by the Compensation Committee (collectively,

the “Covered Executives”) during the three completed fiscal years immediately preceding the date on which the Company is required

to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial

13 unchanged sentences

the beneficial ownership of our shares of common stock as of the date of this Annual Report by:

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

each of our officers and directors;

all of our officers and directors as a group.

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

of our officers and directors;

of our officers and directors as a group.

Unless otherwise indicated, we believe that all

4 unchanged sentences

Name and Address of Beneficial Owner (1)

Amount and Nature of

Approximate Percentage of

Outstanding Shares of

9 unchanged sentences

Share amounts indicated for each director and each officer are inclusive of both amounts held by the sponsor on behalf of each individual for their service as a director or officer of the Company as well as amounts held by the sponsor on behalf of each individual, to the extent applicable, in their capacities as investors in the sponsor.

Figures in this row include 47,500 shares held by the sponsor on behalf of Mr.

Bengochea for his service as a director and officer of the Company as well as 337,500 shares held by the sponsor on behalf of Bengochea Capital LLC, a limited liability company controlled solely by Mr.

Bengochea, on the basis of funds invested by Bengochea Capital LLC in the sponsor.

This number includes, (i) 47,500 shares held by the sponsor on behalf of Mr.

Bengochea for his

service as a director and officer of the Company, (ii) 701,500 shares held by the sponsor of which (a) 149,000 shares are held for

individuals on the basis of funds paid to Bengochea Capital LLC, a limited liability company controlled solely by Mr.

Bengochea and

invested in the sponsor, (b) 215,000 shares that at the closing of an initial business combination, may be transferred to (or

allocated between) Mr.

Bengochea and a fund that invested in Bengochea Capital LLC, and (c) 337,500 shares are held on behalf

(iii) 532,000 shares, in the aggregate, held by the sponsor on behalf of our current and former directors,

officers, and advisors as a group (other than Mr.

Bengochea), which shares are for services and funds paid to the Sponsor, and (iv) 651,000 shares held by

the sponsor on behalf of a fund that invested in Bengochea Capital LLC.

Figures in this row include 70,000 shares held by the sponsor on behalf of Mr.

1 unchanged sentence

Turner on the basis of funds invested by Mr.

Turner in the sponsor.

Turner in Bengochea Capital LLC.

Figures in this row include 30,000 shares held by the sponsor on behalf of Mr.

1 unchanged sentence

Caragol on the basis of funds invested by Mr.

Caragol in the sponsor.

Figures in this row include 20,000 shares held by the sponsor on behalf of Mr.

Caragol in Bengochea Capital LLC.

Figures in this row include 45,000 shares held by the sponsor on behalf

Morris for his service as a director of the Company as well as 50,000 shares held by the sponsor on behalf of Mr.

Morris on the basis of funds invested by Mr.

Morris in the sponsor.

Prior to the consummation of our IPO, virtually all of the shares of the Company were held by the sponsor.

Amounts held by the sponsor are inclusive of (a) amounts held on behalf of directors and officers for their service as such, (b) amounts held on behalf of the various constituent investors in the sponsor, and (c) 252,000 shares in the aggregate which could potentially be forfeited depending on the extent to which the underwriters’ over-allotment option is exercised in connection with our IPO.

Excluding amounts held by the sponsor on behalf of directors and officers for their service, prior to the consummation of the offering, the number of shares held by the sponsor is 1,684,500.

This figure includes shares held by the sponsor on behalf of Ms.

Lisa Hatton Harrington, a former member of the Board of Directors who resigned from the Board of Directors on January 21, 2024.

Figures in this row include all shares held by the sponsor on behalf of our directors and officers as a group, whether such shares are attributable to a director or officer on the basis of his or her service as such or on the basis of funds invested by a director or officer in the sponsor (including, in the case of Mr.

Morris on the

basis of funds invested by Mr.

Morris in Bengochea Capital LLC.

This number includes, (i) 47,500 shares held by the sponsor on behalf of Mr.

Bengochea for his

service as a director and officer of the Company, (ii) 701,500 shares held by the sponsor of which (a) 149,000 shares are held for

individuals on the basis of funds paid to Bengochea Capital LLC, a limited liability company controlled solely by Mr.

Bengochea and

invested in the sponsor, (b) 215,000 shares that at the closing of an initial business combination, may be transferred to (or

allocated between) Mr.

Bengochea and a fund that invested in Bengochea Capital LLC, and (c) 337,500 shares are held on behalf of Mr.

(iii) 532,000 shares, in the aggregate, held by the sponsor on behalf of our current and former directors, officers, and

advisors as a group (other than Mr.

Bengochea), which shares are for services and funds paid to the Sponsor, and (iv) 651,000 shares held by the sponsor on

behalf of a fund that invested in Bengochea Capital LLC.

The sponsor is controlled by Bengochea Capital LLC, which is owned solely

As of the date of this proxy statement/prospectus, Bengochea Capital LLC and Mr.

Bengochea are deemed to have

voting and dispositive power over the shares.

The address for Mr.

Bengochea and Bengochea Capital LLC is P.O.

Box 2506 Toluca Lake,

Bengochea and Bengochea Capital LLC disclaims beneficial ownership with respect to 1,547,000 shares.

Figures in this row only include all shares held by the sponsor on behalf of our directors and officers as a group, whether such shares are attributable to a director or officer on the basis of his or her service as such or on the basis of funds invested by a director or officer in Bengochea Capital LLC (including, in the case of Mr.

Bengochea, funds invested through Bengochea Capital LLC).

All percentages are approximate, and are based upon a total of 8,867,000

shares of common stock outstanding (inclusive of shares included in our units) as of March 28, 2024.

All percentages are approximate, and are based upon a total of 8,867,000 shares of common stock outstanding (inclusive of shares included in our units) as of February 21, 2025.

Less than 1%, rounded down to the nearest 0.1%

Our initial stockholders own approximately 22%

of the issued and outstanding shares of common stock.

Because of the ownership block held by our officers, directors and initial stockholders,

such individuals may be able to effectively exercise influence over all matters requiring approval by our stockholders, including the

election of directors and approval of significant corporate transactions other than approval of our initial business combination.

All of the founder’s shares outstanding

prior to the date of our IPO have been placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until the

earlier of 180 days after the date of the consummation of our initial business combination, or earlier if, subsequent to our initial business

combination, we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders

having the right to exchange their shares of common stock for cash, securities or other property.

During the escrow period, the holders of these

shares will not be able to sell or transfer their securities except for transfers, assignments or sales (i) among our initial stockholders

or to our initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders

or members upon its liquidation, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary

of which is the holder or a member of the holder’s immediate family, for estate planning purposes, (iv) by virtue of the laws of

descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in

connection with the consummation of our initial business combination, or (vii) in connection with the consummation of a business combination

at prices no greater than the price at which the shares were originally purchased, in each case (except for clause (vi) or with our prior

consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions, but will retain

all other rights as our stockholders, including, without limitation, the right to vote their shares of common stock and the right to receive

cash dividends, if declared.

If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow.

If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the founder’s

Our sponsor has also agreed not to transfer, assign

or sell any of the private warrants and underlying securities (except in connection with the same limited exceptions that the founder’s

shares may be transferred as described above) until after the completion of our initial business combination.

In the event of a liquidation

prior to our initial business combination, the private warrants will likely be worthless.

In order to meet our working capital needs following

the consummation of our IPO, our initial stockholders, officers, directors and their affiliates may, but are not obligated to, loan us

funds, on a non-interest bearing basis, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion.

Our initial stockholders own

approximately 22% of the issued and outstanding shares of common stock.

Because of the ownership block held by our officers, directors

and initial stockholders, such individuals may be able to effectively exercise influence over all matters requiring approval by our stockholders,

including the election of directors and approval of significant corporate transactions other than approval of our initial business combination.

All of the Founder Shares

have been placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until the earlier of 180 days after the

date of the consummation of our initial business combination, or earlier if, subsequent to our initial business combination, we consummate

a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange

their shares of common stock for cash, securities or other property.

During the escrow period,

the holders of these shares will not be able to sell or transfer their securities except for transfers, assignments or sales (i) among

our initial stockholders or to our initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to

a holder’s stockholders or members upon its liquidation, (iii) by bona fide gift to a member of the holder’s immediate family

or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, for estate planning purposes,

(iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for

no value for cancellation in connection with the consummation of our initial business combination, or (vii) in connection with the consummation

of a business combination at prices no greater than the price at which the shares were originally purchased, in each case (except for

clause (vi) or with our prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer

restrictions, but will retain all other rights as our stockholders, including, without limitation, the right to vote their shares of common

stock and the right to receive cash dividends, if declared.

If dividends are declared and payable in shares of common stock, such dividends

will also be placed in escrow.

If we are unable to effect a business combination and liquidate, there will be no liquidation distribution

with respect to the Founder Shares.

Our sponsor has also agreed

not to transfer, assign or sell any of the private warrants and underlying securities (except in connection with the same limited exceptions

that the Founder Shares may be transferred as described above) until after the completion of our initial business combination.

event of a liquidation prior to our initial business combination, the private warrants will likely be worthless.

There are no circumstances or arrangements under which there will be

direct transfers of membership interests of the sponsor by Bengochea Capital LLC.

In October 2023, Bengochea Capital LLC entered into

Founder’s Shares and Private Warrant Purchase Agreements whereby Bengochea Capital has reserved, in the aggregate, 1,932,000 shares

of Founder Shares and 2,457,000 Private Warrants held by the sponsor to be transferred to certain individuals and funds, after the expiration

of the lock-up period.

In order to meet our working

capital needs following the consummation of our IPO, our initial stockholders, officers, directors and their affiliates may, but are not

obligated to, loan us funds, on a non-interest bearing basis, from time to time or at any time, in whatever amount they deem reasonable

in their sole discretion.

Each loan would be evidenced by a promissory note.

The notes would be paid upon consummation of our initial business combination, without

In the event that the initial business combination does not close, we may use a portion of the working capital held outside

the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.

The notes would be paid upon consummation of our initial

business combination, without interest.

In the event that the initial business combination does not close, we may use a portion of the

working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for

such repayment.

Our executive officers are our “promoters,”

2 unchanged sentences

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In November 2021, we issued 5,750,000 shares of

common stock to Bengochea SPAC Sponsors I LLC, for $25,000 in cash, at a purchase price of approximately $0.00435 per share, in connection

with our organization.

In September 2022, the initial stockholders surrendered 2,875,000 shares of common stock, resulting in there being

an aggregate of 2,875,000 founder’s shares outstanding.

In September 2023, the initial stockholders surrendered 943,000 shares of

common stock for no consideration, resulting in there being an aggregate of 1,932,000 founder’s shares outstanding shares of common

Bengochea SPAC Sponsors I LLC shall subsequently transfer, in connection with the consummation of our initial business combination,

certain of such shares to our officers, directors and other individuals at the same price originally paid for such shares.

Following the

expiration date for the over-allotment option exercise described in our Prospectus, our initial stockholders forfeited an aggregate of

32,200 shares of common stock in proportion to the portion of the over-allotment option that was not exercised by the underwriters in

The holders of our founder’s shares issued

and outstanding on the date of this Annual Report, as well as the holders of the Representative Shares, private warrants and any warrants

our initial stockholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us (and all

underlying securities), will be entitled to registration rights pursuant to a registration rights agreement we entered into on December

The holders of a majority of these securities are entitled to make up to two demands that we register such securities.

of the majority of the founder’s shares can elect to exercise these registration rights at any time commencing three months prior

to the date on which these shares of common stock are to be released from escrow.

The holders of a majority of the Representative Shares,

private warrants and warrants issued in payment of working capital loans made to us (or underlying securities) can elect to exercise these

registration rights at any time after we consummate a business combination.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to our consummation of a business combination.

Notwithstanding

anything to the contrary, EF Hutton may only make a demand on one occasion and only during the five-year period beginning on the effective

date of the registration statement of which this Annual Report forms a part.

In addition, EF Hutton may participate in a “piggy-back”

registration only during the seven-year period beginning on the effective date of the registration statement of which this Annual Report

forms a part.

In November 2021, we issued

5,750,000 Founder Shares to our sponsor, for $25,000 in cash, at a purchase price of approximately $0.00435 per share, in connection with

our organization.

In September 2022, the initial stockholders surrendered 2,875,000 Founder Shares for no consideration, resulting in

there being an aggregate of 2,875,000 Founder Shares outstanding.

In September 2023, the initial stockholders surrendered 943,000 Founder

Shares for no consideration, resulting in there being an aggregate of 1,932,000 Founder Shares outstanding.

In December 2023, we issued

an additional 32,200 Founder Shares to maintain the proportionate share of the sponsor in the Company, resulting in the sponsor holding

1,964,200 Founder Shares.

Bengochea SPAC Sponsors I LLC shall subsequently transfer, in connection with the consummation of our initial

business combination, certain of such shares to our officers, directors and other individuals at the same price originally paid for such

Following the expiration date for the over-allotment option exercise described in our Prospectus, our initial stockholders forfeited

an aggregate of 32,200 shares of common stock in proportion to the portion of the over-allotment option that was not exercised by the

underwriters in our IPO, so that the holders would collectively own 22% of the Company’s issued and outstanding shares after the

On February 12, 2024, the remainder of the over-allotment option to purchase 115,000 Units expired and the 32,200 Founder Shares

were forfeited, resulting in the sponsor holding an aggregate of 1,932,000 Founder Shares.

The holders of our Founder

Shares, as well as the holders of the Representative Shares, private warrants and any warrants our initial stockholders, officers, directors

or their affiliates may be issued in payment of working capital loans made to us (and all underlying securities), will be entitled to

registration rights pursuant to a registration rights agreement we entered into on December 27, 2023.

The holders of a majority of these

securities are entitled to make up to two demands that we register such securities.

The holders of the majority of the founder’s

shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of

common stock are to be released from escrow.

The holders of a majority of the Representative Shares, private warrants and warrants issued

in payment of working capital loans made to us (or underlying securities) can elect to exercise these registration rights at any time

after we consummate a business combination.

In addition, the holders have certain “piggy-back” registration rights with respect

to registration statements filed subsequent to our consummation of a business combination.

Notwithstanding anything to the contrary, EF

Hutton may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration

statement of which this Annual Report forms a part.

In addition, EF Hutton may participate in a “piggy-back” registration

only during the seven-year period beginning on the effective date of the registration statement of which this Annual Report forms a part.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Prior to the closing of our IPO, our sponsor agreed

to loan us up to $1,500,000 to be used for a portion of the expenses of the IPO.

As of December 31, 2023, we had borrowed $557,781 (of

up to $1,500,000 available to us) which remains outstanding after a partial repayment in connection with the Private Placement under the

promissory note with our sponsor, which was used to pay a portion of the expenses of our IPO referenced in the line items above for SEC

registration fee, FINRA filing fee, any non-refundable portion of the NASDAQ listing fee not covered by EF Hutton, a portion of the legal

and audit fees and other offering expenses.

This loan is non-interest bearing, unsecured and repayable upon the date on which the Company

consummates its initial business combination or, at the holder’s discretion, if funds allow.

The principal balance may be prepaid

We will pay $12,000 per month to our sponsor in

exchange for management support, administrative, office space, and other services.

We will cease paying these monthly fees 12 months from

the date of the close of our IPO.

See “ Executive Compensation ” for further information relating to this payment and

the possibility that some portion of the amount may be paid by our sponsor to our Chief Executive Officer.

We have entered into agreements with our officers

and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate

of incorporation.

Other than the foregoing payments, no compensation

or fees of any kind will be paid to our initial stockholders, members of our management team or their respective affiliates, for services

rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that

Prior to the closing of

our IPO, our sponsor agreed to loan us up to $1,500,000 to be used for a portion of the expenses of the IPO.

On November 30, 2021, and

as amended on July 11, 2022, November 1, 2022, May 15, 2023, June 30, 2023, and October 4, 2023, the Company issued a $1,500,000

(as amended) principal amount unsecured promissory note to the sponsor, which is an affiliate of the Company’s Chief Executive Officer.

This loan is non-interest bearing, unsecured and repayable upon the date on which the Company consummates its initial business transaction

or, at the Company’s discretion, if funds allow.

As of December 31, 2024 and 2023, there was $627,781 and $557,781 outstanding under

the promissory note – related party, respectively.

This loan is non-interest bearing, unsecured and repayable upon the date on which

the Company consummates its initial business combination or, at the holder’s discretion, if funds allow.

The principal balance may

be prepaid at any time.

We pay $12,000 per month to

our sponsor in exchange for management support, administrative, office space, and other services.

We will cease paying these monthly fees

12 months from the date of the close of our IPO.

See “ Executive Compensation ” for further information relating to this

payment and the possibility that some portion of the amount may be paid by our sponsor to our Chief Executive Officer.

We have entered into agreements

with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended

and restated certificate of incorporation.

On January 4, 2024, the

Company initiated a lawsuit against Omnia Global a/k/a Omnia Schweiz GmbH, Daniel Hansen, Mette Abel Hansen, and James Mair Findlay (collectively,

“Omnia”) by filing a complaint in the U.S.

District Court for the Southern District of New York, Case No.

1:24-cv-00048 alleging

that Omnia had breached the Pre-Purchase Agreement by and between the Company and Omnia, dated as of May 12, 2023.

The Company and Omnia

have agreed to an amicable resolution of the lawsuit on mutually acceptable terms and without admission of fault by any party.

11, 2024, the Company settled an outstanding lawsuit against Omnia and the sponsor received the net lawsuit settlement amount of $206,500

on behalf of the Company ($295,000 gross settlement less $88,500 legal fees incurred).

As of December 31, 2024, all payments due pursuant

to the settlement have been made.

Other than the foregoing payments,

no compensation or fees of any kind will be paid to our initial stockholders, members of our management team or their respective affiliates,

for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction

However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities

5 unchanged sentences

initial business combination.

After our initial business combination, members

of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all

amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders.

However, the amount of such compensation may not be known at the time of the stockholder meeting held to consider an initial business

combination, as it will be up to the directors of the post-combination business to determine executive and director compensation.

event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report,

as required by the SEC.

All ongoing and future transactions between us

and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than

are available from unaffiliated third parties.

Such transactions will require prior approval by a majority of our uninterested “independent”

directors or the members of our Board who do not have an interest in the transaction, in either case who had access, at our expense, to

our attorneys or independent legal counsel.

We will not enter into any such transaction unless our disinterested “independent”

directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect

to such a transaction from unaffiliated third parties.

After our initial business

combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company

with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished

to our stockholders.

However, the amount of such compensation may not be known at the time of the stockholder meeting held to consider

an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director

compensation.

In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form

8-K or a periodic report, as required by the SEC.

As disclosed above, the Business Combination Agreement provides that New CFI will enter

into a Consulting Agreement with each of Mr.

Bengochea and Mr.

Caragol, which will be effective immediately after closing of the business

Bengochea and Mr.

Caragol shall assist New CFI’s management, board of directors and committees in regard to (i)

financial reporting, (ii) SEC filings (iii) coordination with its auditors, (iv) governance issues, (v) investor relations, and (vi) any

other activities that are reasonably requested.

In addition, they will attend all New CFI’s Board of Director meetings as an observer.

The Consulting Agreement will be for a six month term post-Closing, unless earlier terminated or extended by the parties.

The consulting

fee shall be 500,000 restricted shares of New CFI common stock, which shares shall be registered on a registration statement post-Closing.

Any additional compensation to be paid upon extension of the term shall be mutually agreed to by and between New CFI and each of Mr.

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.

All ongoing and future transactions

between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable

to us than are available from unaffiliated third parties.

Such transactions will require prior approval by a majority of our uninterested

“independent” directors or the members of our Board who do not have an interest in the transaction, in either case who had

access, at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction unless our disinterested

“independent” directors determine that the terms of such transaction are no less favorable to us than those that would be

available to us with respect to such a transaction from unaffiliated third parties.

Related Party Policy

Our Code of Ethics requires us to avoid, wherever

possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved

by the Board of Directors (or the audit committee).

Related-party transactions are defined as transactions in which (1) the aggregate

amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and

(3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares

Our Code of Ethics requires

us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except

under guidelines approved by the Board (or the audit committee).

Related-party transactions are defined as transactions in which (1) the

aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant,

and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares

of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect

4 unchanged sentences

as a result of his or her position.

Our audit committee, pursuant to its written charter,

is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions.

The audit committee

will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party

transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar

circumstances and the extent of the related party’s interest in the transaction.

No director may participate in the approval of

any transaction in which he or she is a related party, but that director is required to provide the audit committee with all material

information concerning the transaction.

We also require each of our directors and executive officers to complete a directors’ and

officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether

any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director,

employee or officer.

To further minimize conflicts of interest, we

have agreed not to consummate an initial business combination with an entity that is affiliated with any of our initial stockholders,

officers or directors unless we have obtained an opinion from an independent investment banking firm, or another independent entity that

commonly renders valuation opinions, that the business combination is fair to our unaffiliated stockholders from a financial point of

Our audit committee, pursuant

to its written charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions.

The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether

the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under

the same or similar circumstances and the extent of the related party’s interest in the transaction.

No director may participate

in the approval of any transaction in which he or she is a related party, but that director is required to provide the audit committee

with all material information concerning the transaction.

We also require each of our directors and executive officers to complete a directors’

and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended

to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the

part of a director, employee or officer.

To further minimize conflicts

of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our initial

stockholders, officers or directors unless we have obtained an opinion from an independent investment banking firm, or another independent

entity that commonly renders valuation opinions, that the business combination is fair to our unaffiliated stockholders from a financial

point of view.

We will also need to obtain approval of a majority of our disinterested independent directors.

However, the following payments will

be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of our IPO held

in the trust account prior to the completion of our initial business combination:

● Repayment of up to an aggregate of $1,500,000 in loans made

to us by our sponsor to cover offering-related and organizational expenses;

● Payment of $12,000 per month to our sponsor in exchange for

management support, administrative, office space, and other services.

We will cease paying these monthly fees 12 months from the date

of the consummation of our IPO.

● Reimbursement for any out-of-pocket expenses related to identifying,

investigating and completing an initial business combination;

● Repayment of non-interest-bearing extension loans which may

be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to extend the time we have to consummate

an intended initial business combination.

Such loans may be convertible into warrants, at a price of $1.00 per warrant, at the option

of the lender.

The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and

exercise period;

● Repayment of non-interest bearing loans which may be made

by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with

an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with

respect thereto.

Our audit committee will review on a quarterly basis all payments that

were made to our sponsor, officers or directors, or our or their affiliates.

However, the following payments

will be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of our IPO

held in the trust account prior to the completion of our initial business combination:

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

of $12,000 per month to our sponsor in exchange for management support, administrative, office space, and other services.

We will cease

paying these monthly fees 12 months from the date of the consummation of our IPO.

● Reimbursement

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

of non-interest-bearing extension loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and

directors to extend the time we have to consummate an intended initial business combination.

Such loans may be convertible into warrants,

at a price of $1.00 per warrant, at the option of the lender.

The warrants would be identical to the private placement warrants, including

as to exercise price, exercisability and exercise period;

of non-interest bearing loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors

to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined

nor have any written agreements been executed with respect thereto.

Our audit committee will review on a quarterly

basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.

Director Independence

NASDAQ listing standards require that a majority

of our Board of Directors be independent.

NASDAQ listing standards require

that a majority of our Board be independent.

We comply with this requirement.

For a description of the director independence, see Part III,

Item 10 ( Directors, Executive Officers and Corporate Governance ).

Currently Brian Turner, Ken Hertz and Scott Morris are each

considered an “independent director” under the NASDAQ listing rules, which is defined generally as a person other than an

officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s

board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The firm of MaloneBailey, LLP (“MaloneBailey”)

acts as our independent registered public accounting firm.

The following is a summary of fees paid to MaloneBailey for services rendered.

Audit fees consist of fees

billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by

MaloneBailey in connection with regulatory filings.

The aggregate fees billed by MaloneBailey for professional services rendered for the

audit of our Form 8-K financial statements and other required filings with the SEC for the year ended December 31, 2023 and 2022 totaled

$115,000 and $40,000, respectively.

These amounts include interim procedures and audit fees, as well as attendance at audit committee

The firm of MaloneBailey,

LLP (“MaloneBailey”) acts as our independent registered public accounting firm.

The following is a summary of fees paid to

MaloneBailey for services rendered.

Audit fees consist of fees billed for professional services rendered

for the audit of our year-end financial statements and services that are normally provided by MaloneBailey in connection with regulatory

The aggregate fees billed by MaloneBailey for professional services rendered for the audit of our Form 8-K financial statements

and other required filings with the SEC for the year ended December 31, 2024 and 2023 totaled $156,897 and $115,000, respectively.

amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees.

5 unchanged sentences

concerning financial accounting and reporting standards for the year ended December 31, 2024 and 2023.

For the year ended December 31,

2023 and 2022, The aggregate fees billed by MaloneBailey for tax compliance, tax advice and tax planning services totaled $13,000 and

$0, respectively.

For the year ended December 31, 2024 and 2023, the aggregate fees

billed by MaloneBailey for services rendered for tax compliance, tax advice and tax planning totaled $13,390 and $0, respectively.

All Other Fees .

2 unchanged sentences

Pre-Approval Policy

Our audit committee was formed in connection with

the effectiveness of our registration statement for our initial public offering.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our Board

of Directors.

Our audit committee was formed

in connection with the effectiveness of our registration statement for our initial public offering.

As a result, the audit committee did

not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved

by our Board.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all

3 unchanged sentences

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

The following documents are filed as part of this Form 10-K:

Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID 206)

Financial Statements

Balance Sheets

14 unchanged sentences

Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).

Business Combination Agreement dated as of September 27, 2024, by and between Iron Horse Acquisitions Corp.

and Rosy Sea Holdings Limited (incorporated by reference to Exhibit 2.1 in the Company’s Current Report on Form 8-K filed with the SEC on October 2, 2024)

Amended and Restated Business Combination Agreement dated as of December 18, 2024, by and among Iron Horse Acquisitions Corp., Rosy Sea Holdings Limited and Zhong Guo Liang Tou Group Limited (incorporated by reference to Exhibit 2.1 in the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2024)

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).

32 unchanged sentences

2 to such Registration Statement, filed with the SEC on December 22, 2023).

Letter of Marcum LLP to the Securities and Exchange Commission, dated October 18, 2023 (incorporated by reference to Exhibit 16 to the Company’s Registration Statement on Form S-1 (No.

333-275076), as amended by Amendment No.

2 to such Registration Statement, filed with the SEC on December 22, 2023).

Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy.

Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-1 (No.

7 unchanged sentences

2 to such Registration Statement, filed with the SEC on December 22, 2023).

Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy.

Inline XBRL Instance Document

7 unchanged sentences

15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

April 1, 2024

February 21, 2025

IRON HORSE ACQUISITIONS CORP.

6 unchanged sentences

Chief Executive Officer

April 1, 2024

Jose Bengochea

(Principal Executive Officer) and Director

/s/ Jane Waxman

Chief Financial Officer and Director

April 1, 2024

/s/ William Caragol

Chief Financial Officer and Chief Operating Officer

William Caragol

(Principal Financial and Accounting Officer)

1 unchanged sentence

Chair of the Board

April 1, 2024

/s/ William Caragol

Chief Operating Officer

April 1, 2024

William Caragol

/s/ Jane Waxman

/s/ Scott Morris

April 1, 2024

/s/ Ken Hertz

April 1, 2024

IRON HORSE ACQUISITIONS CORP.

IRON HORSE ACQUISITIONS

INDEX TO FINANCIAL STATEMENTS

7 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and Board of Directors of

To the Stockholders and the Board of Directors

Iron Horse Acquisitions Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of Iron Horse Acquisitions Corp.

(the “Company”) as of December 31, 2023 and 2022, and the related statements of operations,

changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended

in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance

sheets of Iron Horse Acquisitions Corp., (the “Company”) as of December 31, 2024 and 2023, and the related statements of

operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as

the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2024 and 2023, and the results of its operations for the years then ended, in

conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

1 unchanged sentence

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company’s

business plan is dependent on the completion of a business combination within a prescribed period of time and if not completed will cease

all operations except for the purpose of liquidating.

Additionally, the Company has a net capital deficiency.

The liquidity condition

and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as

a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

As more fully described in Note 1 to the financial statements, the

Company’s business plan is dependent on the completion of a business combination within a prescribed period of time and if not completed

will cease all operations except for the purpose of liquidating.

The date for mandatory liquidation and subsequent dissolution raise substantial

doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

8 unchanged sentences

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

14 unchanged sentences

www.malonebailey.com

We have served as the Company's auditor since

We have served as the Company’s auditor

Houston, Texas

April 1, 2024

February 21, 2025

IRON HORSE ACQUISITIONS CORP.

1 unchanged sentence

Current assets

Prepaid expenses

Prepaid expenses and other current assets

Prepaid insurance

Total Current Assets

Deferred offering costs

Cash held in trust account

Marketable securities held in Trust Account

Liabilities and Stockholders’ Deficit

Current liabilities

Accounts payable

Accrued expenses

Accrued offering costs

Income taxes payable

Overallotment liability

Promissory note

Promissory note – related party

3 unchanged sentences

Commitments and Contingencies (Note 5)

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

Common stock subject to possible redemption, 6,900,000 shares at redemption value of $ 10.41 and $ 10.00 per share as of December 31, 2024 and 2023, respectively

Stockholders’ Deficit

3 unchanged sentences

Common stock, $ 0.0001 par value;

50,000,000 shares authorized, 1,999,200 and 1,932,000 shares issued and outstanding (excluding 6,900,000 and 0 shares subject to possible redemption) at December 31, 2023 and 2022, respectively (1)

50,000,000 shares authorized, 1,967,000 and 1,999,200 shares issued and outstanding (excluding 6,900,000 shares subject to possible redemption) as of December 31, 2024 and 2023, respectively (1)

Additional paid-in capital

1 unchanged sentence

( 4,143,958 )

( 2,690,206 )

Total Stockholders’ Deficit

( 4,143,761 )

( 2,690,006 )

Total Liabilities and Stockholders’ Deficit

(1) Includes an aggregate of 32,200

and 256,200 shares of common stock subject to forfeiture, at December 31, 2023 and 2022, respectively, by the initial stockholder to

the extent that the underwriters’ over-allotment option is not exercised in full (Note 6).

December 31, 2023, includes an aggregate of 32,200 Founder Shares subject to forfeiture by the initial stockholder to the extent that

the underwriters’ over-allotment option is not exercised in full.

On February 12, 2024, the remainder of the over-allotment option

to purchase 115,000 Units expired and 32,200 Founder Shares were forfeited, resulting in the Sponsor holding an aggregate of 1,932,000

Founder Shares (Note 6).

The accompanying notes are an integral part

5 unchanged sentences

Loss from operations

( 1,709,829 )

Other income:

Interest earned on marketable securities held in Trust Account

Change on overallotment liability

Lawsuit settlements

Total other income

Loss before provision for income taxes

Income (Loss) before provision for income taxes

Provision for income taxes

$ ( 308,792 )

Net income (loss)

$ ( 308,792 )

Basic and diluted weighted average shares outstanding of redeemable shares

Basic and diluted net loss per common share, redeemable shares

Basic and diluted net income (loss) per common share, redeemable shares

Basic weighted average shares outstanding of non-redeemable shares (2)

Basic net loss per common share, non-redeemable shares

Basic net income (loss) per common share, non-redeemable shares

Diluted weighted average shares outstanding of non-redeemable shares (2)

Diluted net loss per common share, non-redeemable shares

(1) Excludes an aggregate of 32,200

and 256,200 shares of common stock subject to forfeiture, at December 31, 2023 and 2022, respectively, by the initial stockholder to

the extent that the underwriters’ over-allotment option is not exercised in full (Note 6).

Diluted net income (loss) per common share, non-redeemable shares

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

an aggregate of 32,200 shares of common stock subject to forfeiture, at December 31, 2023 by the initial stockholder to the extent that

the underwriters’ over-allotment option is not exercised in full (Note 6).

The accompanying notes are an integral part

3 unchanged sentences

FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

Common Stock Subject to Possible Redemption

Shareholders’ Equity

Balance – December 31, 2021

Common Stock Subject to

Possible Redemption

Total Stockholders’

Balance – December 31, 2022 (1)

$ ( 200,374 )

$ ( 175,374 )

Issuance of founder shares

12 unchanged sentences

$ ( 2,690,006 )

(1) Includes an aggregate of 32,200

and 256,200 shares of common stock subject to forfeiture, at December 31, 2023 and 2022, respectively, by the initial stockholder to

the extent that the underwriters’ over-allotment option is not exercised in full (Note 6).

Remeasurement of Common Stock subject to possible redemption

( 2,829,571 )

( 2,829,574 )

Forfeiture of Founder Shares

Balance – December 31, 2024

$ ( 4,143,958 )

$ ( 4,143,761 )

an aggregate of 32,200 shares of common stock subject to forfeiture, at December 31, 2023, by the initial stockholder to the extent that

the underwriters’ over-allotment option is not exercised in full (Note 6).

The accompanying notes are an integral part

1 unchanged sentence

IRON HORSE ACQUISITIONS CORP.

STATEMENTS OF CASH FLOWS

STATEMENTS OF

Cash Flows from Operating Activities:

$ ( 308,792 )

$ ( 181,003 )

Adjustments to reconcile net loss to net cash used in operating activities:

1 unchanged sentence

Courtesy discount on legal fees

Change in fair value of Overallotment liability

Interest earned on marketable securities held in Trust Account

( 3,526,053 )

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable and accrued expenses

Prepaid expenses and other current asset

Short-term prepaid insurance

Accounts payable

Accrued expenses

Accrued offering cost

Income taxes payable

Net cash used in operating activities

( 1,012,960 )

Cash Flows from Investing Activities:

1 unchanged sentence

( 69,000,000 )

Cash withdrawn from Trust Account to pay franchise and income taxes

Net cash used in investing activities

2 unchanged sentences

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from promissory note - related party

Proceeds from promissory note

Proceeds from loan payable

Proceeds from sale of private placements warrants

15 unchanged sentences

of these financial statements.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

DESCRIPTION OF ORGANIZATION AND

4 unchanged sentences

one or more businesses or entities (a “Business Combination”).

At December 31, 2023, the

Company had not yet commenced any operations.

All activity from November 23, 2021 (inception) through December 31, 2023 relates to the

Company’s formation and the Initial Public Offering described below.

As of December 31, 2024,

the Company had not yet commenced any operations.

All activity from November 23, 2021 (inception) through December 31, 2024 relates to

the Company’s formation and the Initial Public Offering (the “IPO”), which is described below, and subsequent to the

IPO, identifying a target company for a Business Combination.

The Company has selected December 31 as its fiscal year-end.

The registration statement

for the Company’s Initial Public Offering was declared effective on December 26, 2023.

On December 29, 2023, the Company consummated

the Initial Public Offering of 6,900,000 units (the “Units” and, with respect to the shares of common stock included in the

Units being offered, the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment

option in the amount of 800,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 69,000,000 which is described in Note 3.

for the IPO was declared effective on December 26, 2023.

On December 29, 2023, the Company consummated the IPO of 6,900,000 units (the

“Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”),

which includes the partial exercise by the underwriters of their over-allotment option in the amount of 800,000 Units, at $ 10.00 per Unit,

generating gross proceeds of $ 69,000,000 which is described in Note 3.

Simultaneously with the

closing of the Initial Public Offering, the Company consummated the sale of 2,457,000 warrants (the “Private Placement Warrants”)

at a price of $ 1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Bengochea SPAC Sponsors I LLC

(the “sponsor”), generating gross proceeds of $ 2,457,000 , which is described in Note 4.

closing of the IPO, the Company consummated the sale of 2,457,000 warrants (the “Private Placement Warrants”) at a price of

$ 1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Bengochea SPAC Sponsors I LLC (the “sponsor”),

generating gross proceeds of $ 2,457,000 , which is described in Note 4.

Transaction costs amounted

to $ 4,651,705 consisting of $ 586,500 of cash underwriting fees, $ 2,518,500 of deferred underwriting fees, and $ 1,546,705 of other offering

The Company Units were listed

on the Nasdaq Global Market (“NASDAQ”).

Pursuant to the NASDAQ listing rules, the Company’s initial Business Combination

must be with a target business or businesses whose collective fair market value is at least equal to 80 % of the balance in the trust

account at the time of the execution of a definitive agreement for such Business Combination (net of taxes payable and deferred underwriting

commissions), although this may entail simultaneous acquisitions of several target businesses.

There is no assurance that the Company

will be able to effect a Business Combination successfully.

The Units were listed on

the Nasdaq Global Market tier of The Nasdaq Stock Market LLC (“Nasdaq”).

Pursuant to Nasdaq’s listing rules, the Company’s

initial Business Combination must be with a target business or businesses whose collective fair market value is at least equal to 80 %

of the balance in the trust account at the time of the execution of a definitive agreement for such Business Combination (net of taxes

payable and deferred underwriting commissions), although this may entail simultaneous acquisitions of several target businesses.

is no assurance that the Company will be able to affect a Business Combination successfully.

Following the closing of

the Initial Public Offering on December 29, 2023, an amount of $ 69,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the

Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in the trust account (“Trust Account”)

with Continental Stock Transfer & Trust Company acting as trustee and invested in United States government treasury bills, bonds

or notes, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under

the Investment Company Act until the earlier of (i) the consummation of the Company’s initial Business Combination (ii) the redemption

of any shares of common stock included in the Units being sold in the Initial Public Offering that have been properly tendered in connection

with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of its obligation

to redeem 100 % of such shares of common stock if it does not complete the Initial Business Combination within 12 months from the closing

of the Initial Public Offering (or 18 months from the closing of the Initial Public Offering if the Company has executed a definitive

agreement for a Business Combination within such 12-month period), provided that, pursuant to the terms of the amended and restated certificate

of incorporation and the trust agreement entered into between the Company and the Trust Account, the only way to extend the time available

for the Company to consummate its initial business combination in the absence of a charter amendment, is for the sponsor, upon at least

five days’ advance notice prior to the applicable deadline, to deposit into the trust account $ 229,770 , or $ 233,600 if the underwriters’

over-allotment option is exercised in full ($ 0.0333 per unit in either case), or an aggregate of $ 459,540 , or $ 467,199 if the over-allotment

option is exercised in full, for each three-month extension, on or prior to the date of the applicable deadline;

and (iii) the Company’s

failure to consummate a Business Combination within the prescribed time.

If the Company is unable to consummate an initial business combination

within such time period, the Company will redeem 100 % of its outstanding public shares for a pro rata portion of the funds held in the

trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the

trust account and not previously released to the Company for taxes (and less up to $ 100,000 of interest which can be used for liquidation

expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein, and then

seek to dissolve and liquidate.

Placing funds in the Trust Account may not protect those funds from third party claims against the Company.

Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute

agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such

persons will execute such agreements.

The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal

and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

Additionally, certain interest

earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations.

the IPO on December 29, 2023, an amount of $ 69,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and

the sale of the Private Placement Warrants was placed in the Company’s trust account (“Trust Account”) with Continental

Stock Transfer & Trust Company acting as trustee (the “Trustee”) and invested in United States government treasury bills,

bonds or notes, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated

under the Investment Company Act until the earlier of (i) the consummation of the Company’s initial Business Combination, (ii) the

redemption of any shares of common stock included in the Units sold in the IPO that have been properly tendered in connection with a stockholder

vote to amend the Company’s certificate of incorporation to modify the substance or timing of its obligation to redeem 100 % of such

shares of common stock if it does not complete its initial Business Combination within 12 months from the closing of the IPO (or 18 months

from the closing of the IPO if the Company extends the time to complete a Business Combination as provided in its amended and restated

certificate of incorporation), provided that, pursuant to the terms of the amended and restated certificate of incorporation and the investment

management trust agreement entered into between the Company and the Trustee, the only way to extend the time available for the Company

to consummate its initial business combination in the absence of a charter amendment is for the sponsor, upon at least five days’

advance notice prior to the applicable deadline, to deposit into the trust account $ 229,770 , or $ 233,600 if the underwriters’ over-allotment

option is exercised in full, or an aggregate of $ 459,540 , or $ 467,199 if the over-allotment option is exercised in full, for each three-month

extension, on or prior to the date of the applicable deadline, and (iii) the Company’s failure to consummate a Business Combination

within the prescribed time.

If the Company is unable to consummate an initial business combination within such time period, the Company

will redeem 100 % of its outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate

amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released

to the Company for taxes (and less up to $ 100,000 of interest which can be used for liquidation expenses) divided by the number of then

outstanding Public Shares, subject to applicable law and as further described herein, and then seek to dissolve and liquidate.

funds in the Trust Account may not protect those funds from third party claims against the Company.

Although the Company will seek to

have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving

any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements.

The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective

acquisitions and continuing general and administrative expenses.

Additionally, certain interest earned on the Trust Account balance may

be released to the Company to pay the Company’s tax obligations.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The Company, after signing

a definitive agreement for the acquisition of a target business, is required to provide stockholders who acquired shares of common stock

sold as part of the units in the Initial Public Offering (“Public Stockholders”) with the opportunity to convert their Public

Shares for a pro rata share of the Trust Account.

The holders of the Founder Shares will agree to vote any shares they then hold in favor

of any proposed Business Combination and will waive any conversion rights with respect to these shares pursuant to letter agreements

executed prior to the Initial Public Offering.

In connection with any proposed

Business Combination, the Company will seek stockholder approval of an initial Business Combination at a meeting called for such purpose

at which Public Stockholders may seek to convert their Public Shares, regardless of whether they vote for or against the proposed Business

Alternatively, the Company may conduct a tender offer and allow conversions in connection therewith.

If the Company seeks

stockholder approval of an initial Business Combination, any Public Stockholder voting either for or against such proposed Business Combination

or not voting at all will be entitled to demand that his Public Shares be converted into a full pro rata portion of the amount then in

the Trust Account (initially $ 10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously

released to the Company or necessary to pay its taxes).

Holders of warrants sold as part of the Units will not be entitled to vote on

the Proposed Business Combination and will have no conversion or liquidation rights with respect to the shares of common stock underlying

such warrants.

a definitive agreement for the acquisition of a target business and in connection with consummating such a Business Combination, is required

to provide stockholders who acquired shares of common stock sold as part of the Units in the IPO (“Public Stockholders”) with

the opportunity to have the Company redeem their Public Shares for a pro rata share of the Trust Account.

The holders of the Founder Shares

(as defined in Note 6) agreed to vote any shares they then hold in favor of any proposed Business Combination and will waive any conversion

rights with respect to these shares pursuant to letter agreements executed prior to the IPO.

The Company will seek stockholder

approval of any initial Business Combination at a meeting called for such purpose in connection with which Public Stockholders may seek

to convert their Public Shares, regardless of whether they vote for or against the proposed Business Combination.

Alternatively, the Company

may conduct a tender offer and allow conversions in connection therewith.

If the Company seeks stockholder approval of an initial Business

Combination, any Public Stockholder voting either for or against such proposed Business Combination or not voting at all will be entitled

to demand that his Public Shares be converted into a full pro rata portion of the amount then in the Trust Account (initially $ 10.00 per

share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company or necessary

to pay its taxes).

Holders of warrants sold as part of the Units will not be entitled to vote on the Proposed Business Combination and

will have no conversion or liquidation rights with respect to the shares of common stock underlying such warrants.

If the Company is unable

to complete its initial Business Combination and expends all of the net proceeds from the sale of the Private Warrants not deposited

to complete its initial Business Combination and expends all of the net proceeds from the sale of the Private Placement Warrants not deposited

in the Trust Account, without taking into account any interest earned on the Trust Account, the Company expects that the initial per-share

redemption price for common stock will be $ 10.00 .

redemption price for the Public Shares will be $ 10.00 .

The proceeds deposited in the Trust Account could, however, become subject to claims

4 unchanged sentences

of third parties with priority over the claims of the Company’s common stockholders.

Therefore, the actual per-share redemption

price may be less than approximately $ 10.00 .

Going Concern Consideration

Therefore, the actual per-share redemption/conversion

price may be less than $ 10.00 .

On October 25, 2024, the

Company received the resignation of Ms.

Jane Waxman as Chief Financial Officer of the Company effective immediately.

resignation was due to personal reasons and was not the result of any disagreement with the Company on any matter relating to the Company’s

operations, policies or practices.

Waxman will continue to serve as a director of the Company.

On the same date, the Company’s

current Chief Operating Officer, William Caragol, was appointed as the Company’s Chief Financial Officer by the Company’s

board of directors.

Liquidity and Going Concern Consideration

As of December 31, 2024,

the Company had cash of $ 454 and working capital deficit of $ 2,548,172 .

Until the consummation of

an Initial Business Combination, the Company will be using the funds held outside the Trust Account for identifying and evaluating target

businesses, performing due diligence on prospective target businesses, paying for travel expenditures, reviewing corporate documents and

material agreements of prospective target businesses, and structuring, negotiating and completing an Initial Business Combination.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

On October 14, 2024, the

Company issued unsecured promissory note to the Target to pay or cause to be paid, the Acquiror Transaction Expenses, as may be incurred

from time to time and as such expenses become due and payable.

This loan is non-interest bearing, unsecured and repayable upon the date

on which the Company consummates its initial business transaction or, at the Company’s discretion, if funds allow.

As of December

31, 2024, there was $ 425,013 outstanding under the promissory note.

On December 4, 2024, the Company issued an extension note to the Target

to fund the Company’s extension, which extends the period of time to complete a Business Combination to March 29, 2025.

As of December

31, 2024, there was $ 229,770 outstanding under this note reported in Loan Payable in the accompanying audited balance sheets.

As of December 31, 2024,

the Company had cash of $ 454 and a working capital deficit of $ 2,548,172 .

In connection with the Company’s assessment of going

concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting

Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going

Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable

period of time, which is considered to be at least one year from the date that the financial statements are issued as it expects to continue

to incur significant costs in pursuit of its acquisition plans.

In addition, the Company has until December 29, 2024 (or June 29, 2025

if we extend the period of time to consummate a Business Combination by the full amount of time) to consummate a Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by this time.

If a Business Combination is not consummated

by December 29, 2024 (or June 29, 2025, if extended), there will be a mandatory liquidation and subsequent dissolution.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying

amounts of assets or liabilities should the Company be required to liquidate after December 29, 2024 (or June 29, 2025, if extended).

The Company intends to continue to search for and seek to complete a Business Combination before the mandatory liquidation date.

Company is within 12 months of its mandatory liquidation date as of the time of filing of this Annual Report on Form 10-K.

In connection with the Company’s assessment of going concern

considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards

Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”

management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time,

which is considered to be at least one year from the date that the financial statements are issued as it expects to continue to incur

significant costs in pursuit of its acquisition plans.

In addition, the Company has until March 29, 2025 (or June 29, 2025 if we extend

the period of time to consummate a Business Combination by the full amount of time) (“Combination Period”) to consummate a

Business Combination.

It is uncertain whether the Company will be able to consummate a Business Combination by this time.

If a Business

Combination is not consummated by March 29, 2025 (or June 29, 2025, if extended), there will be a mandatory liquidation and subsequent

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

No adjustments

have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 29, 2025 (or June

29, 2025, if extended).

The Company intends to continue to seek to complete a Business Combination before the mandatory liquidation date.

The Company is within 12 months of its mandatory liquidation date as of the time of filing of this Annual Report on Form 10-K.

Risks and Uncertainties

Management continues to

evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could

have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering and/or

search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian

Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including

the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further the impact of this actions

and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact

on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial

SUMMARY OF SIGNIFICANT ACCOUNTING

United States and global

markets are experiencing volatility and disruption following the geopolitical instability resulting from the invasion of Ukraine by Russia

and conflicts in the Middle East and around the Red Sea.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty

Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the

European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals

and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

(SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or

other assistance, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and conflicts in the Middle

East and around the Red Sea and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States,

the United Kingdom, the European Union, Middle East and other countries have created global security concerns that could have a lasting

impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could

lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain

interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect the global

economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned

factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian

invasion of Ukraine, conflicts in the Middle East and around the Red Sea and subsequent sanctions or related actions, could adversely

affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate

an initial business combination.

Inflation Reduction Act of 2022

On August 16, 2022, the

Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a

federal 1 % excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing

corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market

value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations

are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the

same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”)

has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Any redemption or other

repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject

to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination,

extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases

in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and

amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection

with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and

other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder,

the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available

on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Business Combination Agreement

On September 29, 2024, the

Company entered into a business combination agreement, dated as of September 27, 2024 (the “Business Combination Agreement”),

with Rosey Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Seller”)

and the owner of 100 % of the issued and outstanding capital stock of Zhong Guo Liang Tou Group Limited, a company incorporated and existing

under the laws of the British Virgin Islands (the “Target”).

The Business Combination

Agreement provides, among other things, that the Company will purchase from Seller the ordinary shares of the Target in exchange for shares

of the Company’s common stock, par value $ 0.0001 per share (“Common Stock”), as a result of which the Target will become

a wholly owned subsidiary of the Company.

Assuming that holders of Common Stock eligible to have the Company redeem all or a portion of

their shares of Common Stock in connection with the proposals to be presented to the Company’s stockholders at a meeting of such

stockholders (the “Stockholder Meeting”) to approve (the “Stockholders’ Approval”) the Business Combination

Agreement and the transactions contemplated thereby and by the related agreements (the “Transactions”) and certain related

proposals (collectively, the “Transaction Proposals”) for a pro rata share of the funds on deposit in the Trust Account, the

Company will issue to Seller 47,888,000 shares of Common Stock (the “Consideration”) pursuant to the Business Combination

The number of shares of Common Stock constituting the Consideration will be reduced on a one-for-one basis by the number of

shares of Common Stock that remain in the Trust Account immediately prior to the closing of the Transactions (the “Closing”),

such that if no eligible shares are redeemed, the number of shares of Common Stock constituting the Consideration will be 40,988,000 .

Representations 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 the Target 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 the Company and the Target and its subsidiaries

during the period between the execution of the Business Combination Agreement and the Closing.

Each of Seller and the Company 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.

The Company 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 the Target and its subsidiaries (on the part of the Company) or the

Company (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 ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The Company agreed to take

all action within its power so that immediately following the Closing, the Company’s board of directors will consist of no fewer

than five individuals, two of whom may be designated by the Company’s sponsor, and a majority of whom must qualify as independent

directors under applicable stock exchange regulations, and that shall comply with all diversity requirements under applicable law.

agreed to take all action within its power so that immediately following the Closing, the board of directors of the Target and each subsidiary

thereof consist of directors designated in writing by the Company and that complies with applicable law.

Conditions to Each Party’s

Under the Business Combination

Agreement, the obligations of the Company to consummate the Transactions are subject to the satisfaction or waiver of certain closing

conditions, including, without limitation:

(i) the Stockholders’ Approval having been obtained;

(ii) all regulatory approvals, consents,

actions, inactions, or waivers necessary or advisable to lawfully complete the Transactions having been obtained, expired or terminated,

as applicable;

(iii) the registration statement containing the proxy statement/prospectus to be filed by the Company 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;

(iv) the Common Stock to be issued in connection with the

Transactions having been approved for listing on Nasdaq;

(v) 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;

(vi) the representations and warranties of Seller being true and correct, subject

to the materiality standards contained in the Business Combination Agreement;

(vii) material compliance by Seller with its pre-closing

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

(ix) Seller having

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

and (x) the Company having completed and

being reasonably satisfied with its due diligence review of the Target.

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:

(i) the representations and warranties of the Company being true and correct, subject to the materiality

standards contained in the Business Combination Agreement;

(ii) material compliance by the Company with its pre-closing covenants;

(iii) 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:

(i) upon the mutual written consent of Seller and the Company;

(ii) by either Seller or the Company 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 non appealable;

(iii) by Seller within 10 business days after the Company changes its recommendation with respect to the Transaction Proposals;

either Seller or the Company if the Company holds the Stockholder Meeting and the Stockholders’ Approval is not received;

the Company if Seller has not delivered required audited and financial statements of the Target by certain dates;

(vi) by either Seller

or the Company 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;

or (vii) by either Seller or the Company if the Closing has not occurred

on or before September 1, 2025.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Neither Seller nor the Company

is required to pay a termination fee or reimburse the other for its expenses as a result of a termination of the Business Combination

Each of them will, however, remain liable for willful and material breaches of the Business Combination Agreement prior to

Trust Account Waiver

Seller agreed that neither

it nor its affiliates will have any right, title, interest or claim of any kind in or to any monies in the Company’s trust account

held for its public shareholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any

distributions therefrom).

Other Agreements

The Business Combination

Agreement provides that, subsequent to the execution and delivery of the Business Combination Agreement, Seller, the Company and the Target

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 the Target 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 (the “Shareholder Support Agreement”).

The Business Combination

Agreement also provides that, subsequent to the execution and delivery of the Business Combination Agreement, Seller, the Company and

the Company’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 the Company’s preferred stock, or any additional shares of Common

Stock or the Company’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.

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 the Company 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 (the “Lock-Up Agreement”).

Finally, the Business Combination

Agreement provides that the Company and Seller will at the Closing enter into a registration rights agreement pursuant to which, among

other things, the Company 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.

On December 18, 2024, the

Company, Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (“CFI”),

and Rosy Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Seller”)

and the owner of 100 % of the issued and outstanding capital stock of CFI, entered into an Amended and Restated Business Combination Agreement

(the “Amended Agreement”).

The material changes that

were included in the Amended 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 the Seller at the Closing and to include that the Acquiror Financing

Note will remain outstanding if the Closing does not occur due to a Terminating Acquiror Breach, that is not cured, or regulatory action.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying

financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted

in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the

Securities and Exchange Commission (the “SEC”).

The accompanying financial

statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United

States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and

Exchange Commission (the “SEC”).

Emerging Growth Company

The Company is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012

(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable

to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the

auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive

compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and stockholder approval of any golden parachute payments not previously approved.

growth company,” as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not applicable to emerging growth companies including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its

periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation

and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required

to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act

registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply

with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of

the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt

out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued

or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt

the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s

financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted

out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial

statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues

and expenses during the reporting period.

Making estimates requires

8 unchanged sentences

short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 656,977

and $0 in cash as of December 31, 2023 and 2022, respectively, and no cash equivalents.

Cash Held in Trust Account

At December 31, 2023, the

assets held in the Trust Account amounting to $ 69,000,000 were held in cash.

As of December 31, 2022, there were no funds deposited in

the Trust Account.

The Company had $ 454 and

$ 656,977 in cash as of December 31, 2024 and 2023, respectively, and no cash equivalents.

Marketable Securities Held in Trust Account

As of December 31, 2024,

the Company invested substantially all the assets held in the Trust Account in U.S.

Treasury Bills.

The Company accounts for its marketable

securities as trading securities under ASC 320, where securities are presented at fair value on the balance sheets and with unrealized

gains or losses, if any, presented on the statements of operations.

From inception through December 31, 2024, the Company withdrew $ 3,338

of interest earned on the Trust Account.

As of December 31, 2024 and 2023, the assets held in Trust Account amounted to $ 72,752,485 and

$ 69,000,000 , respectively.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Concentration of Credit Risk

Financial instruments that

potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution that, at times, may

exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

The Company has not experienced losses on this account and

management believes that the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

1 unchanged sentence

assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Franchise Tax

Delaware, where the Company

is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to do business, or which

are otherwise doing business, in Delaware.

Delaware franchise tax is based on authorized shares or on assumed par and non-par capital,

whichever yields a lower result.

Under the authorized shares method, each share is taxed at a graduated rate based on the number of authorized

For the year ended December 31, 2024 and 2023, the Company incurred $ 168,258 and $ 5,382 of franchise tax, respectively.

The Company accounts for

income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities

for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected

future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to

be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

As of December 31,

2023 and 2022, the Company’s deferred tax asset of $ 82,463 and $ 17,795 , respectively, had a full valuation allowance recorded against

The Company’s effective tax rate was 0.1 % and 0.3 % for the year ended December 31, 2023 and 2022, respectively.

The effective

tax rate differs from the statutory tax rate of 21 % for the year ended December 31, 2023 and 2022, due to the valuation allowance on

the deferred tax assets related to organization expenses.

income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both

the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future

tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established

when it is more likely than not that all or a portion of deferred tax assets will not be realized.

As of December 31, 2024 and 2023, the

Company’s deferred tax asset of $ 281,337 and $ 82,463 , respectively, had a full valuation allowance recorded against it.

The Company’s

effective tax rate was 35.18 % and 0.07 % for the year ended December 31, 2024 and 2023, respectively.

The effective tax rate differs from

the statutory tax rate of 21 % for the year ended December 31, 2024 and 2023, due to the valuation allowance on the deferred tax assets

related to organization expenses and the change in fair value of over-allotment option liability.

ASC 740 also clarifies the

accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold

and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax

and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

6 unchanged sentences

could result in significant payments, accruals or material deviation from its position.

The Company has

identified the United States as its only “major” tax jurisdiction.

The Company is subject to income taxation by major taxing

authorities since inception.

These examinations may include questioning the timing and amount of deductions, the nexus of income among

various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total

amount of unrecognized tax benefits will materially change over the next twelve months.

The Company has identified

the United States as its only “major” tax jurisdiction.

The Company has been subject to income taxation by major taxing authorities

since inception.

These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax

jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of

unrecognized tax benefits will materially change over the next twelve months.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The provision for (benefit

from) income taxes for the year ended December 31, 2024 and 2023 was $ 746,540 and $( 226 ), respectively, and income taxes payable as of

December 31, 2024 was $ 746,314 .

Offering Costs

The Company complies

with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of

Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet

date that are directly related to the Initial Public Offering and that will be charged to stockholders’ equity upon the completion

of the Initial Public Offering.

Should the Initial Public Offering prove to be unsuccessful, these deferred costs, as well as additional

expenses to be incurred, will be charged to operations.

The Company complies with

the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”.

offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly

related to the IPO.

Offering costs were allocated to the separable financial instruments issued in the IPO based on relative fair value

basis, compared to total proceeds received.

Offering costs allocated to the Public Shares were charged to temporary equity and offering

costs allocated to Public Rights and Warrants were charged to stockholders’ deficit at the completion of the IPO.

Redeemable Share Classification

The Public Shares

contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation,

or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with

ASC 480-10-S99, the Company classifies Public common stock subject to redemption outside of permanent equity as the redemption provisions

are not solely within the control of the Company.

The Public Shares sold as part of the Units in the Initial Public Offering were issued

with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary

equity are the allocated proceeds determined in accordance with ASC 470-20.

The Company recognizes changes in redemption value immediately

as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption

amount value.

The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated

Accordingly, at December 31, 2023, common stock subject to possible redemption is presented at redemption value as temporary

equity, outside of the stockholders’ deficit section of the Company’s balance sheet.

The Company recognizes changes in redemption

value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting

Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital

and accumulated deficit.

At December 31, 2023, the

common stock subject to possible redemption reflected in the balance sheet are reconciled in the following table:

The Public Shares contain

a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation or if there

is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99,

the Company classifies Public Common Stock subject to redemption outside of permanent equity as the redemption provisions are not solely

within the control of the Company.

The Public Shares sold as part of the Units in the IPO were issued with other freestanding instruments

(i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds

determined in accordance with ASC 470-20.

The Company recognizes changes in redemption value immediately as it occurs and will adjust

the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing

of the IPO, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value

of redeemable shares will result in charges against additional paid-in capital and accumulated deficit.

Accordingly, as of December 31,

2024 and 2023, Common Stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’

deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and

adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Increases or decreases

in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated deficit.

As of December 31, 2024

and 2023, the common stock subject to possible redemption reflected in the balance sheets are reconciled in the following table:

Gross proceeds

7 unchanged sentences

Common Stock subject to possible redemption, December 31, 2023

Net Loss per Common Stock

Remeasurement of carrying value to redemption value

Common Stock subject to possible redemption, December 31, 2024

Net Income (Loss) per Common Stock

The Company complies with

accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net loss per common stock is computed

by dividing net loss by the weighted average number of common stock outstanding for the period.

Remeasurement of carrying value to redemption

value of redeemable shares of common stock is excluded from losses per share as the redemption value approximates fair value.

Net income (loss) per share of Common

Stock is computed by dividing net income (loss) by the weighted average number of shares of Common Stock outstanding for the period.

Remeasurement

of carrying value to redemption value of redeemable shares of Common Stock is excluded from income (losses) per share as the redemption

value approximates fair value.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The calculation of diluted

loss per share does not consider the effect of the rights and warrants issued in connection with the (i) Initial Public Offering, and

(ii) the private placement since the exercise of the rights and warrants are contingent upon the occurrence of future events.

31, 2023, the rights and warrants are exercisable to purchase 1,380,000 and 9,357,000 shares of common stock, respectively, in the aggregate.

The weighted average of these shares was excluded from the calculation of diluted net loss per common stock since the inclusion of such

income (loss) per share does not consider the effect of the rights and warrants issued in connection with the (i) IPO, and (ii) the private

placement as the exercise of the rights and warrants are contingent upon the occurrence of future events.

As of December 31, 2024, the

rights and warrants are exercisable to purchase 1,380,000 and 9,357,000 shares of Common Stock, respectively, in the aggregate.

average of these shares was excluded from the calculation of diluted net income (loss) per share of Common Stock as the inclusion of such

rights and warrants would be anti-dilutive.

2 unchanged sentences

therefore, they have been classified as anti-dilutive.

The following table reflects

the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts):

The following table reflects the calculation of

basic and diluted net income (loss) per share of Common Stock (in dollars, except per share amounts):

For the Year Ended

4 unchanged sentences

Non-redeemable

Basic net loss per common stock

Allocation of net loss

$ ( 296,407 )

Basic net income (loss) per common stock

Allocation of net income (loss)

$ ( 296,407 )

Basic weighted average shares outstanding

Basic net loss per common stock

Diluted net loss per common stock

Allocation of net loss

$ ( 296,776 )

Basic net income (loss) per common stock

Diluted net income (loss) per common stock

Allocation of net income (loss)

$ ( 296,776 )

Diluted weighted average shares outstanding

Diluted net loss per common stock

Diluted net income (loss) per common stock

Derivative Financial Instruments

9 unchanged sentences

or not net-cash settlement or conversion of the instruments could be required within 12 months of the balance sheet date.

The over-allotment option

is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability

pursuant to ASC 480.

31, 2023, the over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares

and was accounted for as a liability pursuant to ASC 480.

On February 12, 2024, the remainder of the over-allotment option to purchase

115,000 Units expired and the over-allotment option liability was derecognized in the statement of operations.

Warrant Instruments

5 unchanged sentences

480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments

are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement”

are indexed to the shares of Common Stock and whether the instrument holders could potentially require “net cash settlement”

in a circumstance outside of the Company’s control, among other conditions for equity classification.

4 unchanged sentences

to the warrant agreement qualify for equity accounting treatment.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No.

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.

The update simplifies the accounting for convertible

instruments by removing certain separation models in Subtopic 470-20, Debt—Debt with Conversion and Other Options for convertible

instruments and introducing other changes.

As a result of ASU No.

2020-06, more convertible debt instruments will be accounted for as

a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument

measured at its historical cost, as long as no features require bifurcation and recognition as derivatives.

The amendments are effective

for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those

fiscal years.

The Company adopted ASU No.

2020-06 as of January 1, 2022.

The impact to our balance sheet was not material.

Management does not believe that any recently

issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

In November 2023, the FASB

issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments

in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided

to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in

the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the

CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding

how to allocate resources.

Public entities will be required to provide all annual disclosures currently required by Topic 280 in

interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments

in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after

December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

Management does not believe

that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying

financial statements.

Note 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company

sold 6,900,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 800,000

Pursuant to the IPO, the

Company sold 6,900,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of

800,000 Units, at a price of $ 10.00 per Unit.

Each Unit consists of one share of the Company’s common stock, $ 0.0001 par value, one redeemable

warrant (the “Warrants”), and one right to one-fifth (1/5) of one share of common stock upon the consummation of the Company’s

initial business combination, so you must hold rights in multiples of 5 in order to receive shares for all of your rights upon closing

of a combination.

Each Warrant offered in the Initial Public Offering is exercisable to purchase one share of the Company’s common

stock at an exercise price of $ 11.50 .

Each Warrant will become exercisable 30 days after

the completion of the Company’s initial Business Combination and will expire five years after the completion of the Company’s

initial Business Combination or earlier upon redemption or liquidation.

However, if the Company does not complete its initial Business

Combination on or prior to the 12-month period allotted (or up to 18 months if the Company extends the time to complete a business combination)

to complete the Business Combination, the Warrants will expire at the end of such period.

If the Company is unable to deliver registered

shares of common stock to the holder upon exercise of the Warrants during the exercise period, there will be no net cash settlement of

these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described

Each Unit consists of one share of Common Stock, one redeemable warrant (the “Public

Warrants”), and one right to one-fifth of one share of Common Stock upon the consummation of the Company’s initial Business

Combination, so a Warrant holder must hold rights in multiples of five in order to receive shares for all of its rights upon the closing

of an initial Business Combination.

Each Public Warrant is exercisable to purchase one share of Common Stock at an exercise price of $ 11.50 .

Each Public Warrant will

become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire five years after the

completion of the Company’s initial Business Combination or earlier upon redemption or liquidation.

However, if the Company does

not complete its initial Business Combination on or prior to the 12-month period allotted (or up to 18 months if the Company extends the

time to complete a Business Combination as provided in its amended and restated certificate of incorporation) to complete the Business

Combination, the Public Warrants will expire at the end of such period.

If the Company is unable to deliver registered shares of Common

Stock to the holder upon exercise of the Public Warrants during the exercise period, there will be no net cash settlement of the Public

Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described

in the warrant agreement.

Once the Warrants become exercisable, the Company may redeem the outstanding warrants in whole and not in part

at a price of $ 0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale

price of the Company’s shares of common stock equals or exceeds $ 18.00 per share for any 20 trading days within the 30 -trading day

period commencing at any time after the shares underlying the warrants have become exercisable and ending on the third trading day before

the Company sends the notice of redemption to the warrant holders.

at a price of $ 0.01 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the

last sale price of the shares of Common Stock equals or exceeds $ 18.00 per share for any 20 trading days within the 30 -trading day period

commencing at any time after the Public Warrants have become exercisable and ending on the third trading day before the Company sends

the notice of redemption to the Public Warrant holders.

Note 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial

Public Offering, the sponsor purchased an aggregate of 2,457,000 Private Placement Warrants, at a price of $ 1.00 per Private Placement

Simultaneously with the

closing of the IPO, the sponsor purchased an aggregate of 2,457,000 Private Placement Warrants, at a price of $ 1.00 per Private Placement

Warrant, or $ 2,457,000 in the aggregate, in a private placement.

The Private Warrants is identical to the warrants sold as a part of the

Units being offered in the Initial Public Offering.

The holders have agreed not to transfer, assign or sell any of the Private Warrants

or underlying securities (except to certain permitted transferees) until the completion of the initial Business Combination.

The terms of the Private Placement Warrants are identical to those of

the Public Warrants, other than as described in Note 7.

The holders have agreed not to transfer, assign or sell any of the Private Placement

Warrants or underlying securities (except to certain permitted transferees) until the completion of the initial Business Combination.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Note 5 — COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

The holders of the Founder

Shares (as defined in Note 6), Representative Shares, and Private Placement Warrants (as defined below), as well as any warrants that

may be issued in payment of Working Capital Loans made to Company, are entitled to registration rights pursuant to an agreement signed

prior to or on the effective date of the Initial Public Offering.

The holders of a majority of these securities are entitled to make up

to three demands that the Company register such securities.

The holders of the majority of the Founder Shares can elect to exercise these

registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from

The holders of a majority of the Representative Shares, Private Placement Warrants and warrants issued in payment of Working Capital

Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business

Notwithstanding anything to the contrary, EF Hutton may only make a demand on one occasion and only during the five-year

period beginning on the effective date of the Initial Public Offering.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination;

however, that EF Hutton may participate in a “piggy-back” registration only during the seven-year period beginning on the

effective date of the Initial Public Offering.

The Company will bear the expenses incurred in connection with the filing of any such registration

Shares, Representative Shares (as defined in Note 7), and Private Placement Warrants, as well as any warrants that may be issued in payment

of Working Capital Loans (as defined in Note 6) made to the Company, are entitled to registration rights pursuant to an agreement signed

prior to or on the effective date of the IPO.

The holders of a majority of these securities are entitled to make up to three demands that

the Company register such securities.

The holders of the majority of the Founder Shares can elect to exercise these registration rights

at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow.

of a majority of the Representative Shares, Private Placement Warrants and warrants issued in payment of Working Capital Loans (or underlying

securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination.

Notwithstanding

anything to the contrary, EF Hutton may only make a demand on one occasion and only during the five-year period beginning on the effective

date of the IPO.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements

filed subsequent to the consummation of a Business Combination;

provided, however, that EF Hutton may participate in a “piggy-back”

registration only during the seven-year period beginning on the effective date of the IPO.

The Company will bear the expenses incurred

in connection with the filing of any such registration statements.

Underwriting Agreement

The Company has granted the

underwriters a 45 -day option from the date of Initial Public Offering to purchase up to 915,000 additional Units to cover over-allotments,

if any, at the Initial Public Offering price less the underwriting discounts and commissions.

On December 29, 2023, the underwriters partially

exercised their over-allotment option for an additional 800,000 Units.

The Company granted the

underwriters a 45 -day option from the date of the IPO to purchase up to 915,000 additional Units to cover over-allotments, if any, at

the IPO price less the underwriting discounts and commissions.

On December 29, 2023, the underwriters partially exercised their over-allotment

option for an additional 800,000 Units.

On February 12, 2024, the remainder of the over-allotment option to purchase 115,000 Units expired.

The underwriters were entitled

to a cash underwriting discount of 0.85 % of the gross proceeds of the Initial Public Offering, or $ 586,500 , paid upon the closing of the

Initial Public Offering.

Additionally, the underwriters were entitled to a deferred underwriting discount of 3.65 % of the gross proceeds

of the Initial Public Offering, or $ 2,518,500 , payable upon the closing of an initial Business Combination.

to a cash underwriting discount of 0.85 % of the gross proceeds of the IPO, or $ 586,500 , paid upon the closing of the IPO.

Additionally,

the underwriters were entitled to a deferred underwriting discount of 3.65 % of the gross proceeds of the IPO, or $ 2,518,500 , payable upon

the closing of an initial Business Combination.

Note 6 — RELATED PARTY TRANSACTIONS

Founder’s Shares

Founder Shares

In November 2021, the Company

6 unchanged sentences

32,200 Founder Shares to maintain the proportionate share of the sponsor in the Company, resulting in the sponsor holding 1,964,200 Founder

The Founder Shares include an aggregate of up to 32,200 shares subject to forfeiture by the holders to the extent that the underwriters’

over-allotment is not exercised in full or in part, so that the holders will collectively own 22 % of the Company’s issued and outstanding

shares after the Initial Public Offering (assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering.

The holders of the Founder Shares will agree not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees)

until (i) 180 days after the completion of a Business and (ii) if, subsequent to a Business Combination, the Company completes a liquidation,

merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange

their common stock for cash, securities or other property.

The Founder Shares included an aggregate of up to 32,200 shares subject to forfeiture by the holders to the extent that the underwriters’

over-allotment was not exercised in full or in part, so that the holders would collectively own 22 % of the Company’s issued and

outstanding shares after the IPO (assuming the initial stockholders did not purchase any Public Shares in the IPO).

On February 12, 2024,

the remainder of the over-allotment option to purchase 115,000 Units expired and the 32,200 Founder Shares were forfeited, resulting in

the sponsor holding an aggregate of 1,932,000 Founder Shares.

The holders of the Founder Shares agreed not to transfer, assign or sell

any of the Founder Shares (except to certain permitted transferees) until (i) 180 days after the completion of a Business Combination

and (ii) if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction

which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Promissory Note — Related Party

On November 30, 2021, and

as amended on July 11, 2022, November 1, 2022, May 15, 2023, June 30, 2023, and October 4, 2023, the Company issued a $ 1,500,000

(as amended), principal amount unsecured promissory note to the sponsor, which is an affiliate of the Company’s Chief Executive

This loan is non-interest bearing, unsecured and repayable upon either (a) the date on which the Company consummates its initial

business transaction (such date, the “Maturity Date”) or, at the Company’s discretion, if funds allow, or (b) the date

on which the Company consummates the Initial Public Offering.

As of December 31, 2023 and 2022, there were $ 557,781 and $ 670,780 , respectively,

outstanding under the promissory note.

On November 30, 2021, and as amended on July 11, 2022, November 1,

2022, May 15, 2023, June 30, 2023, and October 4, 2023, the Company issued a $ 1,500,000 (as amended) principal amount unsecured promissory

note to the sponsor, which is an affiliate of the Company’s Chief Executive Officer.

This loan is non-interest bearing, unsecured

and repayable upon the date on which the Company consummates its initial business transaction or, at the Company’s discretion, if

As of December 31, 2024 and 2023, there was $ 627,781 and $ 557,781 outstanding under the promissory note – related party,

respectively.

Due from Sponsor

On January 4, 2024, the

Company initiated a lawsuit against Omnia Global a/k/a Omnia Schweiz GmbH, Daniel Hansen, Mette Abel Hansen, and James Mair Findlay (collectively,

“Omnia”) by filing a complaint in the U.S.

District Court for the Southern District of New York, Case No.

1:24-cv-00048 alleging

that Omnia had breached the Pre-Purchase Agreement by and between the Company and Omnia, dated as of May 12, 2023.

The Company and Omnia

have agreed to an amicable resolution of the lawsuit on mutually acceptable terms and without admission of fault by any party.

11, 2024, the Company settled an outstanding lawsuit against Omnia and the sponsor received the net lawsuit settlement amount of $ 206,500

on behalf of the Company ($ 295,000 gross settlement less $ 88,500 legal fees incurred).

As of December 31, 2024, all payments due pursuant

to the settlement have been made.

Administrative Service Agreement

The Company presently occupies

office space provided by an entity controlled by Bengochea SPAC Sponsors I LLC.

Such entity agreed that until the Company consummates

a Business Combination, it will make such office space, as well as general and administrative services including utilities and administrative

support, available to the Company as may be required by the Company from time to time.

The Company agreed to pay a total of $ 12,000 per

month to the sponsor in exchange for management support, administrative, office space, and other services.

The Company will cease paying

these monthly fees 12 months from the date of the Initial Public offering.

As of December 31, 2023, the Company incurred and accrued an

amount of $ 2,400 for administrative services fees.

As of December 31, 2022, the Company did not incur any fees for these services.

office space provided by an entity controlled by the sponsors.

Such entity agreed that until the Company consummates a Business Combination,

it will make such office space, as well as general and administrative services including utilities and administrative support, available

to the Company as may be required by the Company from time to time.

The Company agreed to pay a total of $ 12,000 per month to the sponsor

in exchange for management support, administrative services fees, office space, and other services.

The Company will cease paying these

monthly fees 12 months from the date of the IPO.

For the year ended December 31, 2024, the Company incurred and paid $ 141,600 for administrative

services fees.

As of December 31, 2023, the Company incurred an amount of $ 2,400 for administrative services fees, all of which was included

in accrued expenses in the accompanying balance sheets.

Working Capital Loans

In order to finance

transaction costs in connection with a Business Combination, the Initial Stockholders, the sponsor, the Company’s officers and directors

or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working

In order to finance transaction

costs in connection with a Business Combination, the Initial Stockholders, the sponsor, the Company’s officers and directors or

their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working

Capital Loans”).

1 unchanged sentence

The notes would either be paid upon consummation

of our initial business combination, without interest, or, at holder’s discretion, if there are excess proceeds, upon consummation

of Initial Public Offering.

In the event that the initial Business Combination does not close, we may use a portion of the working capital

held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment.

These loans would be repaid at completion of the initial Business Combination.

As of December 31, 2023 and 2022, no Working Capital Loans

were outstanding.

of our initial Business Combination, without interest, or, at holder’s discretion, if there are excess proceeds.

In the event that

the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such

loaned amounts, but no proceeds from the Trust Account would be used for such repayment.

These loans would be repaid at completion of

the initial Business Combination.

As of December 31, 2024 and 2023, no Working Capital Loans were outstanding.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Note 7 — STOCKHOLDERS’ DEFICIT

6 unchanged sentences

The Company is authorized

to issue 50,000,000 shares of common stock with a par value of $ 0.0001 per share.

As of December 31, 2023 and 2022, 1,999,200 and 1,932,000

shares of common stock were issued and outstanding, excluding 6,900,000 and 0 shares of common stock subject to possible redemption, respectively.

The issued and outstanding shares includes 32,200 shares of common stock subject to forfeiture to the extent that the underwriters’

over-allotment option is not exercised in full so that the holders of the Founder Shares will represent approximately 22 % of the issued

and outstanding common stock after the Initial Public Offering (assuming they do not purchase any units in the Initial Public Offering).

All of these shares were placed into an escrow account on the closing of the Initial Public Offering.

Subject to certain limited exceptions,

these shares will not be transferred, assigned, sold, or released from escrow for a period ending on the 180 -day anniversary of the date

of the consummation of the initial business combination, or earlier if, subsequent to the initial business combination, the Company consummates

a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the

right to exchange their shares of common stock for cash, securities or other property.

to issue 50,000,000 shares of Common Stock.

As of December 31, 2024 and 2023, 1,967,000 and 1,999,200 shares of Common Stock, respectively,

were issued and outstanding, excluding 6,900,000 shares of Common Stock subject to possible redemption.

The number of shares of Common

Stock issued and outstanding gives effect to the February 2024 forfeiture of 32,200 shares of Common Stock, which were subject to forfeiture

to the extent that the underwriters’ over-allotment option was not exercised in full.

All of these shares were placed into an escrow

account on the closing of the IPO.

On February 12, 2024, the remainder of the over-allotment option to purchase 115,000 Units expired

and the 32,200 Founder Shares were forfeited, resulting in the sponsor holding an aggregate of 1,932,000 Founder Shares.

Subject to certain

limited exceptions, these shares will not be transferred, assigned, sold, or released from escrow for a period ending on the 180 -day anniversary

of the date of the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the

Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders

having the right to exchange their shares of Common Stock for cash, securities or other property.

Each holder of a right will

1 unchanged sentence

all shares held by it in connection with a Business Combination.

No fractional shares will be issued upon exchange of the rights.

No additional

consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business

Combination as the consideration related thereto has been included in the unit purchase price paid for by investors in the Initial Public

If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving

entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the

shares of common stock will receive in the transaction on an as- converted into common stock basis and each holder of a right will be

required to affirmatively convert its rights in order to receive one-fifth (1/5) of one share underlying each right (without paying additional

consideration).

No fractional shares will be issued upon the exchange of the rights.

No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation

of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid by investors in the IPO.

If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the

definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the shares of Common

Stock will receive in the transaction on an as- converted into Common Stock basis and each holder of a right will be required to affirmatively

convert its rights in order to receive one-fifth of one share underlying each right (without paying additional consideration).

Additionally, in no event

7 unchanged sentences

The Company issued to EF

Hutton and/or its designees in the Initial Public Offering 35,000 Representative Shares at the time of the consummation of Initial Public

The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of

a Business Combination.

Hutton and/or its designees in the IPO 35,000 shares of Common Stock (the “Representative Shares”) at the time of the consummation

The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a

Business Combination.

In addition, the holders have agreed they will (i) waive their redemption rights with respect to such shares in

1 unchanged sentence

with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

The Representative Shares

have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective

date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules.

Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction

that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective

date of the registration statement related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated

for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering

except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.

Public Warrants may only

21 unchanged sentences

redemption or liquidation.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The Company may redeem the Public Warrants:

3 unchanged sentences

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

The Company will not redeem the Public Warrants

as described above unless a registration statement under the Securities Act covering the common stock issuable upon exercise of the Public

Warrants is then effective and a current prospectus relating to those common stock is available throughout the 30 -day redemption period.

Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each

Public Warrant being exercised.

The Warrants issued in the Private Placement (“Private

Placement Warrants”) will be identical to the Public Warrants, except that the Private Placement Warrants and the common stock issuable

upon exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of

the Business Combination, subject to certain limited exceptions.

In no event will the Company be required to net

cash settle any warrant.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates

the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they

receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

the warrants may expire worthless.

As of December 31, 2023, there were 6,900,000 public warrants and 2,457,000 private warrants outstanding.

of December 31, 2022, no warrants were outstanding.

The Company will not redeem

the Public Warrants as described above unless a registration statement under the Securities Act covering the common stock issuable upon

exercise of the Public Warrants is then effective and a current prospectus relating to those common stock is available throughout the

30 -day redemption period.

Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the

exercise price for each Public Warrant being exercised.

The Warrants issued in the

Private Placement (“Private Placement Warrants”) will be identical to the Public Warrants, except that the Private Placement

Warrants and the common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or saleable

until 30 days after the completion of the Business Combination, subject to certain limited exceptions.

In no event will the Company

be required to net cash settle any warrant.

If the Company is unable to complete a Business Combination within the Combination Period

and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to

their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect

to such warrants.

Accordingly, the warrants may expire worthless.

As of December 31, 2024 and 2023, there were 6,900,000 Public Warrants

and 2,457,000 Private Placement Warrants outstanding.

Note 8 — INCOME TAX

1 unchanged sentence

any significant deferred tax assets or liabilities as of December 31, 2024 and 2023.

The Company’s net deferred tax liabilities

are as follows:

The Company’s net deferred tax assets are

Deferred tax assets

4 unchanged sentences

Deferred tax assets, net of allowance

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The income tax provision for the year ended December

4 unchanged sentences

and 2023, the Company had a total of $ 0 and $ 4,306 , respectively, of U.S.

federal net operating loss carryovers available to offset

future taxable income.

federal net operating loss carryovers available to offset future

taxable income.

The federal net operating loss can be carried forward indefinitely.

14 unchanged sentences

Statutory federal income tax rate

Merger & Acquisition expenses

Change in fair value of over-allotment option liability

Valuation allowance

Income tax provision

The Company’s

effective tax rates for the periods presented differ from the expected (statutory) rates due to the valuation allowances on deferred tax

The Company’s effective

tax rates for the periods presented differ from the expected (statutory) rates due to the valuation allowances on deferred tax assets.

The Company files income

1 unchanged sentence

federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Note 9 — FAIR VALUE MEASUREMENTS

8 unchanged sentences

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

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

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

The following table presents information

about the Company’s assets that are measured at fair value on December 31, 2023 and indicates the fair value hierarchy of the valuation

inputs the Company utilized to determine such fair value.

Cash held in Trust Account

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or

liabilities and quoted prices for identical assets or liabilities in markets that are not active.

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

The following table presents

information about the Company’s assets that are measured at fair value on December 31, 2024 and 2023 and indicates the fair value

hierarchy of the valuation inputs the Company utilized to determine such fair value.

Marketable securities held in Trust Account

The following table presents

information about the Company’s derivative financial instrument and equity instruments that are measured at fair value at December

31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Over-allotment option

Fair value of Public Warrants for common stock subject to possible redemption allocation

Fair value of Public Rights for common stock subject to possible redemption allocation

The over-allotment option was accounted

for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheet.

The over-allotment liability

is measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair value

of over-allotment liability in the statement of operations.

The Company used a Black-Scholes model

to value the over-allotment option.

The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the

measurement dates due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price volatility,

expected life and risk-free interest rate.

The Company estimates the volatility of its ordinary share based on historical volatility that

matches the expected remaining life of the option.

Fair value of Public Warrants subject to possible redemption allocation

Fair value of rights for common stock subject to possible redemption allocation

The over-allotment option

was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheets.

The over-allotment

liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair

value of over-allotment liability in the statement of operations.

On February 12, 2024, the remainder of the over-allotment option to

purchase 115,000 Units expired and the over-allotment option liability was derecognized in the statement of operations.

The Company accounted for

warrants and rights issued at the IPO under equity treatment, as such, no subsequent measurement is required.

The Company used a Black-Scholes

model to value the over-allotment option.

The over-allotment option liability was classified within Level 3 of the fair value hierarchy

at the measurement dates due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price

volatility, expected life and risk-free interest rate.

The Company estimates the volatility of its ordinary share based on historical

volatility that matches the expected remaining life of the option.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on

the grant date for a maturity similar to the expected remaining life of the option.

The expected life of the option is assumed to be equivalent

to their remaining contractual term.

The public warrants and rights were

valued using Monte Carlo models.

The public warrants and rights have been classified within stockholders’ deficit and will not require

remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation

of the public warrants and rights:

Treasury zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the option.

The expected life of the option is

assumed to be equivalent to their remaining contractual term.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The Public Warrants and

rights were valued using Monte Carlo models.

The Public Warrants and rights have been classified within stockholders’ deficit and

will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions

used in the valuation of the Public Warrants and rights:

Market price of public stock

Risk-free rate

Note 10 — SEGMENT INFORMATION

ASC Topic 280, “Segment

Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products,

services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate

financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding

how to allocate resources and assess performance.

The Company’s chief

operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for

the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined

that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions

regarding resource allocation, the CODM reviews several key metrics, formation and operational costs and interest earned on marketable

securities held in Trust Account which include the accompanying audited statements of operations.

The key measures of segment

profit or loss reviewed by our CODM are interest earned on marketable securities held in Trust Account and formation and operational costs.

The CODM reviews interest earned on marketable securities held in Trust Account to measure and monitor stockholder value and determine

the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

and operational costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete

a business combination within the business combination period.

The CODM also reviews formation and operational costs to manage, maintain

and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Note 11 — SUBSEQUENT EVENTS

2 unchanged sentences

Based on this

review, except as set forth below, the Company did not identify any subsequent events, other than the settlement of the Omnia lawsuit,

that would have required adjustment or disclosure in the financial statements.

On March 11, 2024, the Company

settled an outstanding lawsuit against Omnia Global a/k/a Omnia Schweiz GmbH, Daniel Hansen, Mette Abel Hansen, and James Mair Findlay

(collectively, “Omnia”).

review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

On January 11, 2025, the

company issued a promissory note in the principal amount of $ 157,899 , in relation to October 14, 2024 unsecured promissory note to the

Target to pay or cause to be paid, the Acquiror Transaction Expenses, as may be incurred from time to time and as such expenses become

due and payable.

This loan is non-interest bearing, unsecured and repayable upon the date on which the Company consummates its initial

business transaction or, at the Company’s discretion, if funds allow.

As of filing date of this Annual Report, there was $ 582,912

outstanding under the promissory note.

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 9A. Controls and Procedures