What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-02-21 · 492 added, 639 removed, 0 unchanged (100% of the section changed)

We are a blank check company

incorporated as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock

purchase, reorganization or similar business combination with one or more businesses.

On December 29, 2023, we consummated

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

and 100,000 Units registered pursuant to a registration statement on Form S-1MEF (File No.

333-276282) pursuant to Rule 462(b) under the

Securities Act of 1933, as amended, filed on December 27, 2023, in addition to the Units registered pursuant to the Company’s registration

statement on Form S-1 (File No.

333-275076) with respect to the IPO.

Each Unit consisting of one share of Common Stock, one warrant to

purchase one share of Common Stock at a price of $11.50, and one right entitling the holder to receive one-fifth (1/5) of one share of

Common Stock upon consummation of our initial business combination.

The Units were sold at a price of $10.00 per Unit, generating gross

proceeds of $$69,000,000.

Simultaneously with the closing of the IPO, we consummated the private placement (the “Private Placement”)

with Bengochea SPAC Sponsors I LLC, our sponsor, of 2,457,000 warrants, generating total proceeds of $2,457,000.

The Private Warrants are identical

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

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

Additionally, our Sponsor agreed

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

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

The Sponsor was granted

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

A total of $69,000,000 of

the net proceeds from the sale of Units in the IPO and the net proceeds from the Privat e Placement was placed in a trust account established

for the benefit of our public shareholders in a trust account at J.P.

Morgan Chase Bank, N.A.

maintained by Continental Stock Transfer

& Trust Company, acting as trustee.

None of the funds held in trust will be released from the trust account, other than interest income

to pay any tax obligations, until the earlier of (i) the consummation of the initial business combination, (ii) our failure to consummate

a business combination by March 29, 2025 (or, if extended, June 29, 2024, if applicable), (iii) the redemption of any public shares properly

submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (a) to modify the substance

or timing of the ability of holders of our public shares to seek redemption in connection with our initial business combination or our

obligation to redeem 100% of the public shares if we do not complete an initial business combination by March 29, 2025 (or, if extended,

June 29, 2024), if applicable, or (b) with respect to any other provision relating to stockholders’ rights or pre-business combination

Recent Developments

Entry into the Share Exchange Agreement

On September 27, 2024, we entered into a Share

Exchange Agreement, which was subsequently amended and restated effective December 18, 2024, by and among Iron Horse, Rosy Sea Holdings

Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Seller”) and Zhong Guo Liang Tou

Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (“CFI”) and a wholly owned

subsidiary of Seller.

Pursuant to the terms of the Business Combination Agreement, Iron Horse will purchase from Seller the ordinary shares

of CFI, in exchange for shares of Common Stock of Iron Horse, as a result of which CFI will become a wholly owned subsidiary of Iron Horse.

In connection with the acquisition, Iron Horse will change its name to “CN Healthy Food Tech Group Corp.” The board of directors

of Iron Horse has unanimously (i) approved and declared advisable the Business Combination Agreement and the transactions contemplated

by the Business Combination Agreement and Additional Agreements, and (ii) resolved to recommend approval of the Business Combination Agreement

and related matters by the stockholders of Iron Horse once the Registration Statement has been declared effective.

The Share Exchange

Agreement provides, among other things, that we will purchase from Seller the ordinary shares of CFI in exchange for shares of the Company’s

Common Stock, as a result of which the CFI will become a wholly owned subsidiary of Iron horse.

Assuming that public holders of Common

Stock eligible to have the Company redeem all or a portion of their shares of Common Stock in connection with the proposals to be presented

to the Company’s stockholders at a meeting of such stockholders (the “Stockholder Meeting”) approve (the “Stockholders’

Approval”) the Business Combination Agreement and the transactions contemplated thereby and by the related agreements (the “Transactions”)

and certain related proposals (collectively, the “Transaction Proposals”) for a pro rata share of the funds on deposit in

the Trust Account, the Company will issue to Seller 47,888,000 shares of Common Stock (the “Consideration”) pursuant to the

Business Combination Agreement.

The number of shares of Common Stock constituting the Consideration will be reduced on a one-for-one basis

by the number of shares of Common Stock that remain in the Trust Account immediately prior to the closing of the Transactions (the “Closing”),

such that if no eligible shares are redeemed, the number of shares of Common Stock constituting the Consideration will be 40,988,000.

Acquisition Strategy

Our team leveraged its skills

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

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

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

Consistent with this

strategy, we identified various parameters and criteria that we think are important and relevant in evaluating prospective target businesses.

We applied these parameters in evaluating prospects.

Although we disclosed in the

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

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

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

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

During this search process, we evaluated approximately

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

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

deciding to move ahead with CFI.

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

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

Earnings Potential :

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

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

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

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

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

targets who are minority owned-or-operated;

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

Public Advantages :

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

Evolving Circumstance :

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

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

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

These criteria are not intended

to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant,

on these general guidelines, as well as other considerations, factors and criteria deemed relevant by our management in effecting our

initial business combination consistent with our business objectives.

As noted above, since CFI

is not in the media and entertainment space, not all of the initial criteria and guidelines above were applicable.

However, in evaluating

CFI, we conducted a due diligence review which encompassed, among other things, meetings with incumbent management and employees, document

reviews, interviews of distributors and suppliers, inspections of facilities, as well as reviewing financial and other information that

was will be made available to us.

Selection of a Target Business and Structuring of a Business

Subject to our management

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

in the trust account (net of deferred underwriting commissions and taxes payable) at the time of the execution of a definitive agreement

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

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

We have not established any specific attributes

or criteria (financial or otherwise) for prospective target businesses other than the parameters described in the section titled “Acquisition

Strategy” in this Annual Report.

In evaluating a prospective target business, our management may consider a variety of factors in

addition to those parameters, including:

condition and results of operation;

growth potential;

brand recognition and potential;

experience and skill of management and availability of additional personnel;

capital requirements;

competitive position;

barriers to entry;

stage of development of the products, processes or services;

existing distribution and potential for expansion;

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

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

impact of regulation on the business;

regulatory environment of the industry;

costs associated with effecting the business combination;

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

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

These criteria are not intended

to be exhaustive.

Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on

the above factors as well as other considerations deemed relevant by our management team in effecting a business combination consistent

with our business objective.

In evaluating a prospective target business, we will conduct an extensive due diligence review which will

encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other

information which is made available to us.

This due diligence review will be conducted either by our directors, officers, and/or strategic

advisors, our professional advisors (such as lawyers, accountants, and financial advisors), and by unaffiliated third parties we may engage

or that our sponsor may engage on our behalf pursuant to our administrative services agreement with our sponsor.

The time and costs required

to select and evaluate a target business and to structure and complete our initial business combination cannot presently be ascertained

with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of a prospective target business with

which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise

complete a business combination.

Fair Market Value of Target Business

NASDAQ listing rules require

that the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance

of the funds in the trust account (net of deferred underwriting commissions and taxes payable) at the time of the execution of a definitive

agreement for our initial business combination.

Notwithstanding the foregoing, if we are not then listed on NASDAQ for whatever reason,

we would no longer be required to meet the foregoing 80% fair market value test.

We currently anticipate structuring

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

We may, however, structure

our initial business combination where we merge directly with the target business or a newly formed subsidiary or where we acquire less

than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders

or for other reasons, but we do not intend to complete such business combination unless the post-transaction company owns or acquires

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

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

Even if the post-transaction

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

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

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

outstanding capital stock of a target.

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

however, as a result

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

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

If less than 100% of the equity interests

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

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

The fair market value of the

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

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

The proxy solicitation materials or tender offer documents used

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

business, as well as the basis for our determinations.

If our Board is not able to independently determine that the target business has

a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent

entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria.

We will not be required to obtain

an opinion from an investment banking firm as to the fair market value if our Board of Directors independently determines that the target

business complies with the 80% threshold.

Business Combination Agreement

On September 27, 2024, Iron Horse entered into

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

and a wholly owned subsidiary of Seller.

Pursuant to the terms of the Business Combination Agreement, Iron Horse will purchase

from Seller the ordinary shares of CFI in exchange for shares of Common Stock of Iron Horse, as a result of which CFI will become a wholly

owned subsidiary of Iron Horse.

In connection with the acquisition, Iron Horse will change its name to “CN Healthy Food Tech Group

Corp.” The board of directors of Iron Horse has unanimously (i) approved and declared advisable the Business Combination Agreement

and the transactions contemplated by the Business Combination Agreement and Additional Agreements, and (ii) resolved to recommend approval

of the Business Combination Agreement and related matters by the stockholders of Iron Horse once the Registration Statement has been declared

The following is a summary of the material changes that were included in the amended and restated Business Combination Agreement:

(i) including CFI as a party to the Business Combination, which included CFI making the representations and warranties;

(ii) including

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

and (iii) updating Section 11.6 to include the additional

Acquiror expenses that will be paid by CFI at the Closing and to include that the Acquiror Promissory Note will remain outstanding if

the Closing does not occur due to a Terminating Acquiror Breach, that is not cured, or regulatory action.

Assuming that Iron Horse’s public stockholders

elect to redeem all such eligible shares of Common Stock, Iron Horse will issue to Seller 47,888,000 shares of Common Stock (the “Consideration

Shares”) pursuant to the Business Combination Agreement.

The number of shares of Common Stock constituting the Consideration Shares

will be reduced on a one-for-one basis by the number of shares of Common Stock that remain in the trust account immediately prior to the

closing of the Business Combination (the “Closing”), such that if no eligible shares are redeemed, the number of shares of

Common Stock constituting the Consideration Shares will be 40,988,000.

Representations and Warranties;

The parties to the Business Combination Agreement

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

to CFI made by Seller.

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

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

of the Business Combination Agreement and the Closing.

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

all material consents and approvals of third parties that the parties are required to obtain in order to consummate the Transactions,

and to take or cause such other action as may be reasonably necessary or as the other party may reasonably request to consummate the Transactions

as soon as practicable.

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

provided in the Business Combination Agreement.

Iron Horse and Seller also agreed, among other

things, that during the period between the execution of the Business Combination Agreement and the Closing, to the extent permitted by

applicable law, they will, and will cause their subsidiaries to, allow the other party and its representatives to continue to conduct

due diligence investigations and examinations of CFI and its subsidiaries (on the part of Iron Horse) or Iron Horse (on the part of Seller),

and cooperate with the other party and its representatives regarding all other due diligence matters, including document requests.

Iron Horse agreed to take all action within its

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

two of whom may be designated by Iron Horse’s sponsor, and a majority of whom must qualify as independent directors under applicable

stock exchange regulations, and that shall comply with all diversity requirements under applicable law.

Seller agreed to take all action

within its power so that immediately following the Closing, the board of directors of CFI and each subsidiary thereof consist of directors

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

Non-Solicitation Restrictions

Each of Iron Horse and CFI has agreed that from

the date of the Agreement to the earlier of the Closing and the termination of the Agreement, neither CFI, on the one hand, nor Iron Horse,

on the other hand, will (and will cause their respective Representatives not to) directly or indirectly:

● enter into, solicit, initiate or continue any discussions

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

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

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

● enter into any agreement regarding, continue or otherwise

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

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

● commence, continue or renew any due diligence investigation

regarding any Alternative Transaction.

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

the termination of the Agreement.

Conditions to Closing

Under the Business Combination Agreement, the obligations

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

● the Stockholders’ Approval having been obtained;

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

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

● the registration statement containing the proxy statement/prospectus

to be filed by Iron Horse with the Securities and Exchange Commission (the “SEC”) relating to the shares of Common Stock

to be issued pursuant to the Business Combination Agreement (the “Registration Statement”) becoming effective under the Securities

Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of the Registration Statement

having been issued, and no proceeding seeking such a stop order having been threatened or initiated by the SEC and not withdrawn;

● the Common Stock to be issued in connection with the Transactions

having been approved for listing on The Nasdaq Stock Market LLC;

● no order or law having been issued by any governmental entity,

securities exchange or similar body that is then in effect or pending and that has the effect of making the Transactions illegal or that

otherwise prevents or prohibits consummation of the Transactions;

● the representations and warranties of Seller being true and

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

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

● the absence of a Company Material Adverse Effect (as defined

in the Business Combination Agreement);

● Seller having executed the Shareholder Support Agreement and

the Lock-Up Agreement (each as defined below);

● Iron Horse having completed and being reasonably satisfied

with its due diligence review of CFI.

Under the Business Combination Agreement, the obligations

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

● the representations and warranties of Iron Horse being true

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

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

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

in the Business Combination Agreement).

The Business Combination Agreement provides that

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

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

● by either Seller or Iron Horse if any governmental entity,

court, securities exchange or similar body shall have issued an order that has the effect of making consummation of the Transactions

illegal or otherwise preventing or prohibiting consummation of the Transactions and such order shall have become final and nonappealable;

● by Seller within 10 business days after Iron Horse changes

its recommendation with respect to the Transaction Proposals;

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

Meeting and the Stockholders’ Approval is not received;

● by Iron Horse if Seller has not delivered required audited

and unaudited financial statements of CFI by certain dates;

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

any of its representations, warranties, covenants or agreements set forth in the Business Combination Agreement such that certain conditions

to the Closing cannot be satisfied and such breach is not capable of being cured or is not cured within 30 days after receipt of notice

of such breach;

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

on or before September 1, 2025.

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

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

Each of them will, however,

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

Other Agreements

Shareholder Support Agreement

The Business Combination Agreement provides that,

subsequent to the execution and delivery of the Business Combination Agreement, Seller, Iron Horse and CFI will enter into a voting and

support agreement pursuant to which, among other things, Seller will agree that it will not transfer and will vote its ordinary shares

of CFI in favor of the Business Combination Agreement (including by execution of a written consent) and the Transactions, and that it

will take such other actions as may be necessary to further its performance of the Business Combination Agreement and the consummation

of the Transactions.

Sponsor Support Agreement

The Business Combination Agreement provides that,

subsequent to the execution and delivery of the Business Combination Agreement, Seller, Iron Horse and Iron Horse’s sponsor will

enter into a voting support agreement pursuant to which, among other things, the sponsor will agree that it will not transfer and will

vote its shares of Common Stock and Iron Horse’s preferred stock, or any additional shares of Common Stock or Iron Horse’s

preferred stock that it acquires prior to the Stockholder Meeting, in favor of the Business Combination Agreement and the Transactions

and each of the Transaction Proposals.

Lock-Up Agreement

The Business Combination Agreement provides that,

subsequent to the execution and delivery of the Business Combination Agreement, Seller will enter into lock-up agreements with Iron Horse

pursuant to which, among other things, Seller will agree that it will not sell, for the period set forth therein, the shares of Common

Stock it receives under the Business Combination Agreement.

Registration Rights Agreement

The Business Combination Agreement provides that

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

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

the Business Combination Agreement.

Consulting Agreements

The Business Combination Agreement provides that

New CFI will enter into a Consulting Agreement with each of Mr.

Bengochea and Mr.

Caragol, which will be effective immediately after Closing.

Bengochea and Mr.

Caragol shall assist New CFI’s management, Board of Directors and Board committees in regard (i) financial

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

that are reasonably requested.

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

The Consulting

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

The consulting fee shall be

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

Any additional

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

Bengochea and Mr.

New CFI shall reimburse each of Mr.

Bengochea and Mr.

Caragol for ordinary and customary expenses incurred in performing the

consulting services.

Any extraordinary expenses, require consent of New CFI.

Effecting Our Initial Business Combination

We are not presently engaged in, and we will not

engage in, any operations for an indefinite period of time following the IPO.

We intend to effectuate our initial business combination

using cash from the proceeds of the IPO and the private placement of the private placement warrants.

In connection with the proposed business combination,

we are seeking stockholder approval at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless

of whether they vote for or against the proposed business combination or don’t vote at all, into their pro rata share of the aggregate

amount then on deposit in the trust account (net of taxes payable), subject to the limitations described herein and in our amended and

restated certificate of incorporation.

We will consummate our initial business combination only if a majority of the outstanding shares

of common stock voted are voted in favor of the business combination.

We have no specified maximum percentage threshold for redemptions

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

combination have the right to convert their public shares.

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

Public stockholders may

therefore have to wait up to 18 months, if we extend the time to complete a business combination by another three months, as

described in this Annual Report) from the closing of our IPO in order to be able to receive a pro rata share of the trust

Our initial stockholders,

officers and directors have agreed (1) to vote any shares of common stock owned by them in favor of any proposed business combination,

(2) not to convert any shares of common stock in connection with a stockholder vote to approve a proposed initial business combination

and (3) not sell any shares of common stock in any tender in connection with a proposed initial business combination.

None of our officers, directors,

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

market or in private transactions.

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

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

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

in order to reduce the number of redemptions.

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

will not make purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which

are rules designed to stop potential manipulation of a company’s stock.

Redemption Rights (a/k/a Conversion Rights)

At any meeting called to approve

an initial business combination, public stockholders may seek to convert their shares, regardless of whether they vote for or against

the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the trust

account as of two business days prior to the consummation of the initial business combination, less any taxes then due but not yet paid.

The per-share amount we will distribute to investors who properly convert their shares will not be reduced by the deferred underwriting

commissions we will pay to EF Hutton.

Our initial stockholders and

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

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

Additionally, the holders of Founder Shares will

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

“Representative Shares”).

We may require public stockholders,

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

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

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

the proposal to approve the business combination.

There is a nominal cost associated

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

agent will typically charge the tendering broker a nominal amount and it would be up to the broker whether or not to pass this cost on

to the holder.

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

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

However, in the event we require

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

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

Any proxy solicitation materials

we furnish to stockholders in connection with a vote for any proposed business combination will indicate whether we are requiring stockholders

to satisfy such certification and delivery requirements.

Accordingly, a stockholder would have from the time the stockholder received

our proxy statement up until the vote on the proposal to approve the business combination to deliver his or her shares if he or she wishes

to seek to exercise his or her redemptions rights.

This time period varies depending on the specific facts of each transaction.

as the delivery process can be accomplished by the stockholder, whether or not he is a record holder or his shares are held in “street

name,” in a matter of hours by simply contacting the transfer agent or his broker and requesting delivery of his shares through

the DWAC System, we believe this time period is sufficient for an average investor.

However, we cannot assure you of this fact.

see the risk factor in our Prospectus titled “ In connection with any stockholder meeting called to approve a proposed initial

business combination, we may require stockholders who wish to convert their shares in connection with a proposed business combination

to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior

to the deadline for exercising their rights.

” for further information on the risks of failing to comply with these requirements.

Any request to convert such

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

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

decides prior to the applicable date not to elect to exercise such rights, he or she may simply request that the transfer agent return

the certificate (physically or electronically).

If the initial business combination

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

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

In such case, we will promptly return any shares

delivered by public holders.

Liquidation if No Business Combination

Our amended and restated certificate

of incorporation provides that we will have only 12 months from the closing of our IPO to complete an initial business combination.

we may extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total

of 18 months to complete a business combination).

In order to extend the time available for the Company to consummate a business Combination,

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

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

the date of the application deadline.

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

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

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

elect to extend the time to complete the Company’s initial business combination and deposit the applicable amount of money into

trust, the initial stockholders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit

that will not be repaid in the event that the Company is unable to close a business combination unless there are funds available outside

the trust account to do so.

Such note would be paid upon consummation of the Company’s initial business combination.

If we have not completed an

initial business combination by such date and stockholders have not otherwise amended our charter to extend this date, we will (i) cease

all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,

redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in

the trust account, including any interest not previously released to us but net of taxes payable and up to $100,000 of interest income

that may be released to us for liquidation expenses, divided by the number of then outstanding public shares, which redemption will completely

extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any),

subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining

stockholders and our Board of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under

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

Our initial stockholders,

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

would affect our public stockholders’ ability to convert or sell their shares to us in connection with a business combination as

described herein or affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business

combination within 12 months (or up to 18 months, if we extend the time to complete a business combination as described in this Annual

Report) from the closing of our IPO unless we provide our public stockholders with the opportunity to convert their shares of common stock

upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including

interest not previously released to us but net of franchise and income taxes payable, divided by the number of then outstanding public

This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our initial stockholders,

executive officers, directors or any other person.

Under the Delaware General

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

by them in a dissolution.

The pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100%

of our outstanding public shares in the event we do not complete our initial business combination within the required time period may

be considered a liquidation distribution under Delaware law.

If the corporation complies with certain procedures set forth in Section

280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including

a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation

may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders,

any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata

share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third

anniversary of the dissolution.

It is our intention to redeem our public shares as soon as reasonably possible following our 12-month

anniversary (or up to 18 months, if we extend the time to complete a business combination as described in this Annual Report), and, therefore,

we do not intend to comply with those procedures.

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

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

Furthermore, if the pro rata

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

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

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

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

as in the case of a liquidation distribution.

Because we will not be complying

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

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

be potentially brought against us within the subsequent ten years.

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

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

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

We are required to seek to

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

with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account.

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

extending to the trust.

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

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

Nevertheless, MaloneBailey, LLP, our independent

registered public accounting firm, and the underwriters of the offering, will not execute agreements with us waiving such claims to the

monies held in the trust account.

Furthermore, there is no guarantee that other vendors, service providers and prospective target businesses

will execute such agreements.

Nor is there any guarantee that, even if they execute such agreements with us, they will not seek recourse

against the trust account.

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

Bengochea, has agreed that it will be liable to

ensure that the proceeds in the trust account are not reduced below $10.00 per share by the claims of target businesses or claims of vendors

or other entities that are owed money by us for services rendered or contracted for or products sold to us, but we cannot assure you that

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

We have not independently verified whether Bengochea

SPAC Sponsors I LLC has sufficient funds to satisfy its indemnity obligations, we have not asked it to reserve for such obligations and

we do not believe it has any significant liquid assets.

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

obligations if it is required to do so.

Additionally, the agreement Bengochea SPAC Sponsors I LLC entered into specifically provides for

two exceptions to the indemnity given:

it will have no liability (1) as to any claimed amounts owed to a target business or vendor or

other entity who has executed an agreement with us waiving any right, title, interest or claim of any kind they may have in or to any

monies held in the trust account, or (2) as to any claims for indemnification by EF Hutton against certain liabilities, including liabilities

under the Securities Act.

As a result, if we liquidate, the per-share distribution from the trust account could be less than $10.00 due

to claims or potential claims of creditors.

We anticipate notifying the

trustee of the trust account to begin liquidating such assets promptly after our 12-month anniversary (or up to 18 months, if we extend

the time to complete a business combination as described in this Annual Report) and anticipate it will take no more than 10 business days

to effectuate such distribution.

The holders of the Founder Shares have waived their rights to participate in any liquidation distribution

from the trust account with respect to such shares.

There will be no distribution from the trust account with respect to our rights or

warrants, which will expire worthless.

We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust

If such funds are insufficient, we will use the up to $100,000 of interest earned on the funds held in the trust account that

may be released to us for our liquidation expenses.

If we are unable to complete

an initial business combination and expend all of the net proceeds of the IPO, other than the proceeds deposited in the trust account,

and without taking into account interest, if any, earned on the trust account, or any increase as a result of our extending the time to

consummate a business combination as described herein, the initial per-share redemption price would be $10.00.

As discussed above, the

proceeds deposited in the trust account could become subject to claims of our creditors that are in preference to the claims of public

stockholders.

Our public stockholders shall be entitled to receive

funds from the trust account only in the event of our failure to complete a business combination within the required time period, if the

stockholders seek to have us convert or purchase their respective shares upon a business combination which is actually completed by us

or upon certain amendments to our amended and restated certificate of incorporation prior to consummating an initial business combination.

In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust account.

If we are forced to file a

bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could

be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with

priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will

be able to return to our public stockholders at least $10.00 per share.

If we are forced to file a

bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders

could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent

conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders.

Furthermore, because

we intend to distribute the proceeds held in the trust account to our public stockholders promptly after 12 months (or up to 18 months,

if we extend the time to complete a business combination as described in this Annual Report) from the closing of our IPO, this may be

viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions

from our assets.

Furthermore, our Board may be viewed as having breached their fiduciary duties to our creditors and/or may have acted

in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust

account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

Amended and Restated Certificate of Incorporation

Our amended and restated certificate

of incorporation contains certain requirements and restrictions relating to our operations that will apply to us until the consummation

of our initial business combination.

These provisions cannot be amended without the approval of a majority of our stockholders.

seek to amend any provisions of our amended and restated certificate of incorporation that would affect our public stockholders’

ability to convert or sell their shares to us as described herein or affect the substance or timing of our obligation to redeem 100% of

our public shares if we do not complete a business combination within 12 months (or up to 18 months, if we extend the time to complete

a business combination as described in this Annual Report) from the closing of our IPO, we will provide public stockholders with the opportunity

to convert their public shares in connection with any such vote.

This redemption right shall apply in the event of the approval of any

such amendment, whether proposed by any executive officer, director, initial stockholder, or any other person.

Our initial stockholders,

officers and directors have agreed to waive any redemption rights with respect to any Founder Shares and any public shares they may hold

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

Specifically, our amended and restated certificate

of incorporation provides, among other things, that:

shall either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders

may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or don’t vote

at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide

our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder

vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable),

in each case subject to the limitations described herein and in our amended and restated certificate of incorporation;

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

of the business combination;

our initial business combination is not consummated within 12 months (or up to 18 months, if we extend the time to complete a business

combination as described in this Annual Report) from the closing of our IPO, then we will redeem all of the outstanding public shares

and thereafter liquidate and dissolve our company;

may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization

or similar transaction prior to our initial business combination;

to our initial business combination, we may not issue additional stock that participates in any manner in the proceeds of the trust account,

or that votes as a class with the common stock sold in our IPO on an initial business combination.

Financial Position

With funds available for an

initial business combination initially in the amount of $66,481,500 assuming no redemptions before non-reimbursable fees and expenses

associated with our initial business combination and after payment of $2,518,500 of deferred underwriting fees and any offering costs,

we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential

growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio.

Because we are able

to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the

flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to

fit its needs and desires.

However, we have not taken any steps to secure third party financing and there can be no assurance it will

be available to us.

We have two executive officers.

These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they

deem necessary to our affairs.

Since the selection of CFI as the business target, management has spent more time investigating and negotiating

and processing the business combination (and consequently spend more time on our affairs) than had been spent prior to locating a suitable

target business.

We presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our

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

As a smaller reporting company we are not required

to make disclosures under this Item.

Our Holding Company Structure

and China Business Operations

The figure below illustrates

our corporate structure, including our major subsidiaries and other subsidiaries as of the reporting date of this annual report.

CN Healthy Tech Group Corp.is

a holding company without substantive operations, with the Group’s core business being managed by its domestic wholly-owned subsidiaries

(together, the “Group”).

These entities focus on developing, manufacturing, and marketing premium health foods driven by AI-powered

biotechnology and biotech innovation.

By integrating modern biotechnology with traditional Chinese medicine principles, the Group addresses

the market’s growing demand for safe, high-quality nutritional products.

The group’s wholly-owned subsidiaries

within China are as follows:

● Heilongjiang Zhongnengliangke Agricultural Technology Co., Ltd.

(a wholly-owned subsidiary of Grain Science Innovation Biotechnology (BVI) Limited (“CFI HK”)), a limited liability company

established under the laws of the People’s Republic of China, hereinafter referred to as “Operating Company 1”)

● Harbin Kangliang Kechuang Co., Ltd.

(a wholly-owned subsidiary

of Operating Company 1, a limited liability company established in accordance with the laws of the People’s Republic of China, hereinafter

referred to as “Operating Company 2”)

● Heilongjiang Beikang Biotechnology Co., Ltd.

(a wholly-owned

subsidiary of Operating Company 1, a limited liability company established in accordance with the laws of the People’s Republic of China,

hereinafter referred to as “Operating Company 3”)

● Harbin Nongke Internet Technology Co., Ltd.

(a wholly-owned

subsidiary of Operating Company 1, a limited liability company established in accordance with the laws of the People’s Republic of China,

abbreviated as “Operating Company 4”), and

● Zhuhai Liangke Biotechnology Co., Ltd.

(a wholly-owned subsidiary

of Operating Company 1, a limited liability company established in accordance with China law, abbreviated as “Operating Company

On September 30, 2025 (the

“Closing Date”), Iron Horse Acquisition Corp.

(“Iron Horse)”

consummated the merger transactions contemplated

by the business combination agreement (the “Initial BCA”) executed during September 2024 with Zhong Guo Liang Tou Group Limited,

a company incorporated and existing under the laws of the British Virgin Islands (“Legacy CFI”), and Rosy Sea, the owner of

100% of the issued and outstanding capital stock of Legacy CFI.

On September 30, 2025 (the

“Closing Date”), Iron Horse Acquisition Corp.

(“Iron Horse)”

consummated the merger transactions contemplated

by the business combination agreement (the “Initial BCA”) executed during September 2024 with Zhong Guo Liang Tou Group Limited,

a company incorporated and existing under the laws of the British Virgin Islands (“Legacy CFI”), and Rosy Sea Holdings Limited,

a company incorporated and existing under the laws of the British Virgin Islands (“Rosy Sea”

or the “Seller”)

and the owner of 100% of the issued and outstanding capital stock of Legacy CFI.

On October 1, 2025, the newly

merged company was renamed CN Healthy Food Tech Group Corp.

and began trading on the Nasdaq market on October 1, 2025, under the stock

codes “UCFI”

and “UCFIW”.

Following its listing on Nasdaq on October 1, 2025, the Company was notified by Nasdaq that

it had received a notification from personnel at the China Securities Regulatory Commission (the “CSRC”) informing Nasdaq

that the CSRC had not yet completed its process of review of the Company’s U.S.

As a result, Nasdaq has halted trading

of the Company’s common stock and warrants while it seeks clarification of these matters from the Company.

The Company has provided

Nasdaq with additional documentation and is awaiting further information at this time.

The main administrative office

of CFI Group is located at Rooms 1901-1930, T3 Office Building, Hengqin Huafa Commercial City, No.128 Rong ‘ao Road, Hengqin Guangdong-Macao

In-depth Cooperation Zone, Zhuhai City, Guangdong Province, People’s Republic of China.

Contact number:

(+86) 0756-8300080.

Our business operations in

China face various risks and uncertainties.

Our business operations are primarily conducted in China and are subject to complex and evolving

Chinese laws and regulations.

For example, we face risks related to regulatory approvals for overseas issuances, antitrust regulatory

actions, as well as cybersecurity and data privacy regulations, which may affect our ability to conduct specific businesses, accept foreign

investments, or list and issue securities on exchanges in the United States or other foreign jurisdictions.

These risks may lead to significant

adverse changes in our operations and common stock value, severely limit or completely hinder our ability to continue issuing securities

to investors, or cause such securities to experience substantial declines in value or even become worthless.

For a detailed description

of risks associated with conducting business in China, please refer to “

Risk Factors .”

The Group is a leading enterprise

integrating R&D, production, and sales of high-end technological bio-health foods.

It specializes in green ecological products derived

from bio-extraction of whole grains and cereals, with the corporate vision of “AI Technology, Bio-Innovation for a Healthy World.”

Our products advocate for green, healthy, international, and mass-market consumption concepts, earning widespread market popularity.

Through strategic deployment

of official online e-commerce platforms and social media channels, the Group implements targeted traffic diversion for distributors’

physical stores, achieving synergistic sales across both online and offline channels.

Concurrently, the Group regularly organizes large-scale

offline promotional conferences to continuously drive steady growth in product sales.

The group has established business

bases in Daqing City and Harbin Mulan in Heilongjiang Province, as well as Zhuhai City in Guangdong Province, forming a “north-south”

layout structure.

It has achieved effective market coverage across China and is progressively expanding into overseas markets.

Building on its successful

progress in the capital market, the group is committed to achieving its strategic goal of becoming a global leader in high-end health

food innovation, leveraging comprehensive advantages across the entire AI technology and biotech innovation value chain, encompassing

research, production, and sales.

The group specializes in premium

health foods derived from natural grains, providing safe and reliable nutritional support for health-conscious consumers.

Below are several

flagship products with high sales performance:

Cordyceps Peptide Selenium

This product is formulated with high-quality Cordyceps as raw material and refined through bio-enzymatic hydrolysis technology,

featuring a scientifically balanced ratio of peptides and selenium elements.

The product combines high absorption characteristics with

nutritional supplementation advantages, making it suitable for consumer groups that prioritize the efficiency of nutritional supplementation.

Baofei Granule Extract Plant

This product is formulated with eight traditional Chinese medicinal ingredients—Angelica dahurica, Citrus aurantium,

Alpinia oxyphylla, Buddha’s Hand, Ganoderma lucidum, Astragalus membranaceus, Lonicera japonica, and Agastache rugosa—extracted

through micro-nano technology for Chinese herbal medicine.

It serves as a primary product beneficial for pulmonary health management.

Yanxu Peptide Selenium Premium

This product is a small-molecule active peptide complex refined from bird’s nest through bio-enzymatic hydrolysis technology,

rich in key nutrients of bird’s nest such as sialic acid and supplemented with selenium.

The product combines the advantages of small

molecule size for easy absorption and high bioavailability, facilitating efficient nutritional supplementation, gentle gastrointestinal

care, while providing nutritional support for skin health, daily sleep, and energy levels.

Ganoderma and Matsutake

Peptide Selenium Powder :

This product is a small-molecule active peptide complex refined through bio-enzymatic technology, with Ganoderma

lucidum and Matsutake as core ingredients with medicinal and edible properties, supplemented with selenium.

It combines the nutritional

advantages of raw materials, the high absorption characteristics of small molecules, and the synergistic effects of selenium, thereby

enhancing nutrient utilization efficiency and supporting metabolic balance in the body.

It is suitable for daily nutritional supplementation

Panax Ginseng Peptide Selenium

Concentrate Powder :

This product is a small-molecule active peptide complex refined from ginseng powder and American ginseng powder

through directed bio-enzymatic hydrolysis technology.

It is enriched with active ingredients such as ginsenosides and polysaccharides,

with scientifically formulated selenium content.

Utilizing bio-enzymatic hydrolysis technology, the small-molecule structure enhances

bioavailability and reduces gastrointestinal metabolic burden.

Ginsenosides, as the core active component, have been scientifically proven

to alleviate physical fatigue and assist in improving symptoms of physical weakness and fatigue.

This product is suitable for consumer

groups with high blood pressure, susceptibility to fatigue, and those requiring daily nutritional supplementation.

Collagen Peptide Prebiotic

This product is a plant-based oral beverage formulated with ingredients such as black truffle and ginseng, supplemented

with collagen peptides and prebiotic components.

It is positioned in the field of intestinal health maintenance and nutritional supplementation,

suitable for consumer groups who prioritize daily nutritional management.

Plant Essential Oils :

This product is a sprayable skin essential oil that integrates ancient Traditional Chinese Medicine formulas with modern technology.

is formulated using over 28 natural herbal ingredients including ginseng, salvia miltiorrhiza, and gastrodia elata, refined through advanced

extraction processes.

All ingredients in the formulation are selected from the “List of Approved Cosmetic Ingredients”

no hormonal substances.

The product is positioned in the field of skin soothing care.

Shangshan Literacy Congee :

This product was jointly developed by the National Mixed Cereals Research Center and is a natural, non-GMO, additive-free composite grain

It is formulated with a carefully selected blend of 78 ingredients, rich in 30 trace elements and 18 amino acids, without the

addition of artificial flavorings, colorants, preservatives, or sucrose.

The aim is to provide consumers with a nutritionally balanced

and convenient dietary option.

Nattokinase Special Dietary

This product is a special dietary food primarily composed of nattokinase, earthworm protein, and red yeast rice, refined through

optimized formulation systems and manufacturing processes.

The product development was inspired by the classic experiments leading to

the discovery of nattokinase.

Our Research and Development

The Group has established a

robust R&D system and engages in in-depth collaboration with multiple authoritative domestic research institutions.

comprises high-level professionals from the industry, focusing on the innovative development and quality enhancement of advanced biotechnology

health products, continuously providing the market with natural and premium health product solutions.

Intellectual Property

We believe that our patents,

trademarks, service marks, domain names, trade secrets, and similar intellectual property rights are crucial to our success.

patent, copyright, and trademark laws, as well as confidentiality and non-disclosure agreements, to protect our intellectual property.

We also regularly monitor any infringement or unauthorized use of our intellectual property rights.

of December 31, 2025, we have registered 13 patents, 85 trademarks, and 6 registered copyrights in the Chinese mainland, and there are

still some patents and licenses under application.

Our Manufacturing, Suppliers

and Quality Control

Since our in-house production

facility commenced operations in October 2025, we have progressively achieved self-sufficiency in core product manufacturing and distribution,

with the self-production ratio expected to continue increasing.

Currently, certain products remain outsourced through OEM partnerships

or sourced from external suppliers.

We regard our collaborating manufacturers and suppliers as critical partners in product development,

playing a vital role in maintaining the group’s supply chain and delivering essential products for sustainable operations and growth.

The procurement department conducts rigorous supplier evaluations through on-site assessments of facility scale, technical capabilities,

production capacity, and delivery timelines to ensure compliance with our quality standards.

Our Production Base

To ensure large-scale and standardized

operations of core business activities, the Group has established its own production base in Taikang Industrial Park, Duerbote Mongolian

Autonomous County, Daqing City, Heilongjiang Province, covering an area of 18,000 square meters.

The factory features a rational functional

layout designed to meet modern production requirements, comprising four key zones:

1) An 879.50-square-meter office space with ample natural

lighting and organized layout, integrating R&D design, project management, quality control, and administrative functions;

2) A 785.00-square-meter

hybrid workshop suitable for precision operations;

3) A 1,540.20-square-meter steel structure workshop with spacious layout and excellent

load-bearing capacity, housing large-scale automated production equipment and assembly lines;

4) An 821.66-square-meter warehouse serving

as raw material storage, finished product temporary storage, and logistics hub, achieving integrated closed-loop operations for production,

warehousing, and logistics to significantly enhance operational efficiency.

The production base officially commenced operations in October

2025, providing solid hardware infrastructure for the company’s long-term stable development.

To further enhance production

efficiency and align with industry trends, the Group will implement comprehensive upgrades at existing production bases, prioritizing

automated production lines, precision testing equipment, and intelligent warehouse management systems while optimizing manufacturing processes.

Upon completion, these upgrades are expected to significantly increase core product output capacity.

Digital management solutions will

boost productivity, reduce energy consumption per unit, effectively control production costs, and ensure consistent product quality.

office facilities will also undergo modernization with newly established R&D laboratories, sample display areas, and remote collaboration

systems, providing integrated support for technological innovation, team management, and client engagement.

This initiative aims to build

a state-of-the-art production base that meets industry benchmarks while integrating large-scale operations with smart technologies.

Our manufacturing facilities

currently specialize in producing flagship products including Yan Cui Peptide Selenium Premium Powder, Ganoderma and Matsutake Peptide

Selenium Powder, and Panax Ginseng Peptide Selenium Concentrate.

Since commencing operations in October 2025, these products have contributed

13% to the group’s annual revenue.

This self-sufficient production model for core products has significantly strengthened the group’s

control over product quality, cost management, and supply chain efficiency.

The group’s relationship with

suppliers is formally established through structured OEM agreements lasting one to three years, which incorporate key provisions from

the Supplier Agreement.

These agreements clearly define responsibilities regarding product specifications, production standards, delivery

obligations, and quality assurance.

Each supplier must provide essential certifications including business licenses, tax registration

certificates, food production licenses, and product inspection certificates to verify compliance with regulatory and quality standards.

Under the supplier agreement,

suppliers process orders in accordance with specifications issued by the Group, including product types, quantities, quality standards,

and delivery requirements.

This approach ensures that every order meets the Group’s stringent expectations.

Suppliers are responsible

for product packaging, labeling, and logistics arrangements for delivering goods to designated locations, where the Group conducts final

inspection and acceptance.

Product quality is ensured

by compliance with national safety and quality regulations, as detailed in the Supplier Agreement.

Suppliers must immediately notify the

Group of any non-compliance with packaging or quality requirements and assume full responsibility for any defects resulting from production

defects or failure to adhere to approved formulations.

In the event of non-compliance

with regulations, the agreement specifies corrective measures, including penalties for recurring quality issues and potential contract

Additionally, both parties shall have rights and obligations regarding order modifications, confidentiality obligations,

and dispute resolution.

In the event of unresolved disputes, jurisdiction shall be vested in the court where the supplier is located.

Our Brand and Marketing

Strong brand recognition is

a key decision-making factor for consumers of biotech health products.

The UCFI Group currently leads in the high-end biotech health food

sector in China.

The goal is to capture over 15% market share in the natural grain and processed health food markets.

The group has developed

a series of multi-dimensional strategies to enhance brand reputation and consumer trust.

Our marketing strategy emphasizes transparent

communication with consumers to strengthen brand reputation.

We conduct consumer engagement activities, such as educational campaigns

and community events, to highlight the health benefits and quality of our products.

Additionally, we actively monitor brand reputation

and promptly address any potential issues, ensuring swift correction of any misinformation.

By maintaining transparency and integrity

in marketing efforts, we are committed to building long-term loyalty and establishing ourselves as a trustworthy brand.

As of December 31, 2025, our

offline marketing channels have over 10,000 physical specialty stores and distributor clients.

For online channels, we also conduct sales

and promotional activities through e-commerce and social platforms such as Douyin, Kuaishou, and Meituan.

During the reporting period,

we launched the “Kebixin”

self-operated live streaming room and introduced AI digital employee anchors.

In the future, we will

further establish a multi-account live streaming system combining the main brand account with vertical sub-accounts to precisely target

high-end customer segments.

Meanwhile, we utilize a data middle platform to centrally track key metrics for product popularity, providing

data support for operational strategy optimization.

An AI-powered Marketing System Online

Leveraging e-commerce platforms

and social media, the group employs digital marketing strategies to drive omnichannel sales across online and offline channels.

integrates AI-powered digital human technology, enabling regular live-streaming sales on social media platforms.

Virtual digital hosts

facilitate round-the-clock interactive engagement and product demonstrations, bridging physical and virtual environments to strengthen

direct customer connections.

This approach delivers end-to-end services that seamlessly transition from interactive experiences to transactional

Offline Channel Strategies, Emphasizing Refined

Operations and Capability Iteration

Amid the accelerating globalization

and aging population trends, public health awareness has significantly increased, leading to growing consumer demand for healthy foods.

The pursuit of high-quality lifestyles has further driven consumption upgrades in the health food sector.

Based on increasingly segmented

consumer profiles and needs, the group continues to strengthen brand channel matrix development and implement in-depth, refined operations

across all distribution channels.

Whether in traditional specialized

channels with established strengths, highly dynamic online platforms, or steadily expanding emerging scenarios, the group consistently

adheres to long-term strategies to drive continuous iteration, enhance efficiency, and leverage precise consumer insights and targeted

marketing operations, thereby solidifying the foundation for brand and business growth.

Our Technology

All operating subsidiaries

employ advanced technologies in multiple areas including product development, supply chain management, research and development (R&D),

and marketing.

Our sustained investment in technology applications has enhanced product quality, optimized supply chain management, and

improved marketing effectiveness, thereby laying a solid foundation for long-term growth and sustainable development.

Product Development Technology

The Group adheres to the standards

of systematization, technological advancement, and internationalization, focusing on the non-GMO agricultural sector and committed to

the manufacturing and service of high-end products.

Research and development (R&D) serves as the core driving force for new product

innovation, with emphasis on non-GMO grain-based high-value-added foods.

Relevant technological achievements are transferred from the

National Research Center for Mixed Cereals.

The Group has established a

deep research collaboration with Professor Xu Liran, Dean of the Zhongjing Medical Research Institute at Henan University of Chinese Medicine,

and his team.

Professor Xu Liran is an expert recipient of the State Council Special Government Allowance.

He served consecutively as

the Chief Scientist for major scientific research projects on AIDS during the 11th, 12th, and 13th Five-Year Plans, led multiple key projects

funded by the National Natural Science Foundation of China, and has accumulated over 20 research achievement awards.

His team comprises

more than 20 researchers, including postdoctoral fellows, PhD holders, and master’s degree holders.

Nutritional Formula Design

The group leads nutritional

formula development through a team of senior nutritionists and food scientists, leveraging cutting-edge nutritional research findings

to customize health food formulations tailored to the specific needs of diverse populations such as the elderly, children, and athletes.

This ensures precise alignment with consumers’

health and wellness objectives.

Raw Material Selection and Source Control

The Group implements end-to-end

quality control across the entire industrial chain, covering all process stages including planting bases, crop cultivation, raw material

screening, non-GMO testing, formulation development, product manufacturing, and packaging.

This ensures comprehensive quality control

from source to end-user, providing consumers with high-quality products.

Product Process Innovation and Quality Control

The Group strictly adheres

to national standards, industry standards, and corporate standards in production organization, establishing a dual management quality

control system.

The quality control line comprises three-tier positions:

quality control officers, quality supervisors, and quality managers.

The laboratory line features three-tier roles:

laboratory technicians, laboratory supervisors, and laboratory managers.

This structure

creates an independent yet coordinated quality assurance mechanism between production and testing processes, ensuring product safety and

Supply Chain Management Technology

Logistics Tracking:

collaboration with logistics suppliers, we employ tracking systems to monitor real-time cargo status.

This technology ensures accurate

and timely product delivery, thereby enhancing customer satisfaction.

Cloud Warehouse Management

Utilizing advanced inventory management software, we monitor inventory levels in real-time to ensure stable product supply.

analysis and forecasting tools optimize procurement and production planning, preventing inventory overstocking or stockouts.

Quality Assurance

We are committed to delivering

high-quality products and services to our customers in alignment with our core values and commitments.

We believe quality assurance is

fundamental to ensuring premium product and service delivery, while also being crucial for reducing waste and enhancing operational efficiency.

Quality management practices are prioritized across all business functions, including product development, manufacturing, supplier quality

control, procurement, customer experience, service delivery, and logistics operations.

Our dedicated quality management team oversees

the formulation of comprehensive quality strategies, quality systems and processes, quality culture development, and the implementation

of holistic quality management initiatives.

Customer Service

Pre-sales Service

Product Consultation:

may inquire about detailed product information, including ingredients, efficacy, and target population, through telephone calls, in-person

visits at physical stores, or online consultations with customer service representatives.

Customer service personnel should possess comprehensive

product knowledge to provide accurate responses to customer inquiries.

Personalized recommendations:

Based on the customer’s age, gender, health status, and dietary preferences, we provide customized product recommendations to meet diverse

customer needs.

In-sales Service

Order Processing:

and accurate handling of customer orders, including order confirmation, payment guidance, and logistics tracking.

Customer service representatives

should promptly communicate order status with customers to ensure timely updates on order progress.

Payment guidance:

Offers customers multiple payment

options and provides detailed instructions on completing payment transactions to ensure secure and convenient transactions.

After-sales Service

Product Usage Guidelines:

customers with detailed instructions and precautions for product use to ensure correct and safe operation.

Problem Resolution:

service personnel shall promptly and patiently provide answers and guidance to any issues or inquiries encountered by customers during

product usage.

Complaint Handling:

service personnel should attentively listen to, document, and promptly address customer complaints.

Through effective communication and

coordination, disputes should be resolved to ensure customer satisfaction.

Return and exchange procedures:

Establish and improve the return and exchange management system, clearly defining the conditions, processes, and processing timelines

for returns and exchanges.

For cases that comply with the return and exchange policies, respond promptly and handle them efficiently to

ensure the protection of customers’

legitimate rights and interests.

Customer Relationship Management

Customer Follow-up:

regular follow-ups with customers to gather their usage experiences and feedback, enabling continuous improvement of product and service

Health literacy promotion:

By delivering health information and organizing health lectures, provide customers with health knowledge and dietary recommendations to

assist them in better managing their own health.

Customer Care Program:

customer care initiatives such as holiday greetings and birthday gifts to enhance customer loyalty, encourage referrals, and drive repeat

In summary, the company’s customer

service is designed to provide comprehensive and high-quality service experiences.

Through professional pre-sales consultation, convenient

in-sales services, robust after-sales support, and close customer relationship maintenance, we continuously enhance customer satisfaction

Environment, Society, and Governance

In line with UCFI’s established

principles, the company strictly complies with environmental protection laws and regulations such as the Environmental Protection Law

of the People’s Republic of China during its production and operations.

It adheres to fundamental environmental principles and systems—including

prioritizing protection, emphasizing prevention, implementing comprehensive management, fostering public participation, and assuming liability

for damages—to ensure that its production and business activities do not cause environmental harm.

The biotechnology high-end

health food sector is marked by intense competition and innovation-driven growth, fueled by consumers’

increasing demand for healthy and

sustainable products.

Operating in a dynamic market environment, the group competes with established domestic and international players

who leverage substantial resources in technology, branding, and marketing to capture market share.

As consumer expectations evolve alongside

technological advancements, companies continuously adapt their strategies to meet the growing demand for personalized, eco-friendly, and

easily accessible health solutions.

The field of biotechnology-based

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

● Traditional health food companies:

These companies benefit from

strong brand recognition, diverse product lines, and mature sales channels, although they may lag in innovation speed and market responsiveness.

● Emerging brands:

Renowned for innovation, precise market positioning,

and flexible strategies, emerging brands exhibit agile operations but may face challenges in brand influence and financial capacity.

● Foreign enterprises:

With advanced R&D capabilities, strong

brand reputation, and extensive international experience, foreign enterprises possess competitive advantages, but often face challenges

in localized operations and market insights into China.

To address potential competitive

impacts, the group has implemented a series of multidimensional strategies to consolidate its market position and enhance resilience.

Continuous Innovation and R&D

We fully recognize that product differentiation is crucial for attracting consumers.

Therefore, we consistently invest in

research and development to create health and wellness products that meet evolving consumer needs.

This includes developing customized

nutritional formulations and employing advanced processing technologies to enhance product quality and health benefits.

By fostering an

innovation-driven culture, we strive to accelerate new product launches, meet market demands, and maintain competitive advantages.

Enhancing Product Quality Control:

We implement rigorous quality control measures throughout the entire production process to ensure products meet the highest safety and

efficacy standards.

These measures include regular supplier audits, comprehensive testing of raw materials, and adherence to industry

standards for food safety and compliance.

Our focus on quality assurance helps build consumer trust and reduces risks that could impact

competitors due to product recalls or quality issues.

Enhancing Brand Reputation

and Consumer Trust:

Our marketing strategy prioritizes transparent communication with consumers to strengthen brand reputation.

consumer engagement initiatives such as educational campaigns and community events to highlight the health benefits and quality of our

Additionally, we actively monitor brand reputation and promptly address any potential issues, ensuring swift correction of misinformation.

By maintaining transparency and integrity in marketing efforts, we strive to build long-term customer loyalty and establish ourselves

as a trustworthy brand.

Optimizing Supply Chain and

To ensure supply chain sustainability, we have established robust partnerships with multiple trusted suppliers to secure critical

raw material supplies.

We conduct comprehensive supply chain risk assessments to identify and mitigate potential disruptions such as price

fluctuations or shortages of key components.

Our logistics framework is designed with flexibility in mind, enabling rapid adaptation to

supply-demand fluctuations.

By maintaining stable and resilient supply chains, we enhance cost control capabilities while delivering consistent

product availability to consumers.

Expanding Market Channels and

Consumer Engagement:

Our distribution strategy focuses on broadening both online and offline market channels to enhance product accessibility

and market penetration.

By leveraging e-commerce platforms, social media, and digital marketing tools, we reach wider audiences and engage

directly with consumers.

Additionally, we strive to elevate in-store shopping experiences through seamless integration of physical stores

and digital touchpoints, creating a cohesive omnichannel shopping journey.

These initiatives position us to capture a larger share of

the health-conscious consumer market.

The Group also plans to establish a chain network of Traditional Chinese Medicine (TCM) health centers

(starting from 2025) to integrate TCM practices, supporting our mission in producing health foods and delivering personalized wellness

Concurrently, targeted research initiatives are being implemented to boost customer engagement.

Key initiatives include developing

advanced digital tools such as AI-powered marketing solutions to optimize distribution efficiency, alongside establishing an AI-driven

customer service system to enhance satisfaction levels.

Adapting market strategies

to align with consumer trends:

We closely monitor consumer preferences and market dynamics to optimize product offerings and pricing strategies.

Our methodology incorporates frequent market analysis and consumer feedback evaluations, enabling rapid response to demand shifts and

refined positioning in the healthcare sector.

Through continuous market strategy optimization, we strive to maintain relevance and attract

diverse consumer demographics.

Ensuring robust compliance

and risk management:

To mitigate regulatory risks, we have established a comprehensive compliance framework that ensures all operational

activities comply with applicable laws and regulations.

This includes regular compliance audits, employee training programs on regulatory

standards, and a proactive approach to identifying and addressing potential legal challenges.

Our steadfast commitment to compliance helps

protect the group from regulatory fines while strengthening consumer confidence in our brand integrity.

In summary, while competitors’

development may impact our group in various aspects, our proactive strategies in product innovation, quality control, brand enhancement,

supply chain resilience, market expansion, adaptive strategies, and compliance management have established a solid foundation for addressing

competitive dynamics and achieving sustainable growth.

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What changed 10-K

Item 1. Business