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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-02-21 · 1875 added, 2093 removed, 68 unchanged (98% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and

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

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

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

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

Under the supervision and

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

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

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

Based on this evaluation, our principal

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

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

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

periods specified in the SEC’s rules and forms.

Management’s Annual Report on Internal

Disclosure Controls and Procedures

The Information Disclosure Control and Procedures

are designed to ensure that all information required for disclosure in reports filed under the Securities Exchange Act is properly recorded,

processed, and aggregated, and reported within the deadlines specified by SEC rules and forms.

They also guarantee that such information

is consolidated and communicated to our management team —

the Chief Executive Officer (CEO), Chief Financial Officer (CFO), or individuals performing equivalent roles —

enable timely decision-making regarding necessary disclosures when appropriate.

Under the supervision and participation of our management

team, including the Chief Executive Officer and Chief Financial and Accounting Officer, we conducted an evaluation of the effectiveness

of our disclosure controls and procedures for the fiscal quarter ending December 31,2025.

The definition of this term is provided in Sections

13a-15(e) and 15d-15(e) of the Trading Act.

Based on this assessment, our Chief Executive Officer and Chief Financial and Accounting Officer

concluded that during the reporting period, our disclosure controls failed to operate effectively at a reasonable assurance level due

to responsibilities segregation, lack of oversight and review mechanisms, and insufficient documentation of control measures.

Consequently,

we were unable to provide reasonable assurance that the information required for disclosure in our Trading Act filings would be recorded,

processed, summarized, and reported within the timelines specified by SEC rules and filings.

Management’s Annual Report on Internal Control

over Financial Reporting

Management is responsible for

establishing and maintaining adequate internal controls over financial reporting, as well as evaluating their effectiveness.

to the definition provided by the U.S.

Securities and Exchange Commission (SEC), financial reporting internal controls refer to a process

designed by the company’s Chief Executive Officer (CEO)/Chief Financial Officer (CFO) to reasonably ensure the reliability of financial

reports and guarantee that financial statements comply with U.S.

Generally Accepted Accounting Principles (GAAP).

to its inherent limitations, internal control over financial reporting may fail to prevent or detect misstatements.

Furthermore, there

is a risk in forecasting the effectiveness of future periods, as control measures may become inadequate due to changing conditions, or

compliance with policies or procedures may deteriorate .

Conclusions on the Effectiveness of Internal

Control over Financial Reporting

As required by SEC rules

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

internal control over financial reporting.

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

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

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

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

of our company,

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

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

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

have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial

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

Also, projections of any evaluation of effectiveness

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

compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial

reporting at December 31, 2024.

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

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

Based on our assessments and those criteria,

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

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

IT and financial reporting and record keeping.

Changes in Internal Control Over Financial

Other than the matters set

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

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

Management has evaluated

the effectiveness of our internal controls over financial reporting as of December 31,2025.

During the assessment, management utilized

standards based on the “Internal Control –

Integrated Framework”

(2013 Edition) issued by the Committee on Sponsoring

Organizations of the Treadway Commission.

Based on the evaluation results and these standards, we conclude that as of December 31,2025,

our internal controls over financial reporting were ineffective due to three critical deficiencies:

insufficient personnel familiar with

Generally Accepted Accounting Principles (GAAP), absence of oversight committees, and inadequate staffing to achieve required segregation

These findings were identified through significant deficiencies detected during the review process.

Despite identified material

deficiencies, management asserts that the consolidated financial statements in Form 10-K for this annual report present the company’s

financial position, operating results, and cash flows fairly in all material respects in accordance with U.S.

Generally Accepted Accounting

Principles (U.S.

GAAP) during the reporting period.

Remedial Measure

Management will consider implementing

the following remedial measures designed to address the aforementioned material weakness and strengthen the company’s internal controls

over financial reporting.

These measures include:

● Seeking additional accounting professionals with experience

in reporting under U.S.

Generally Accepted Accounting Principles (U.S.

GAAP) and the U.S.

Securities and Exchange Commission (SEC) regulations;

● Engaging external accounting consultants to provide technical

accounting consultation and audit support;

● Implement enhanced review procedures for journal entries and

account reconciliations;

● Develop and document a formal end-of-period reconciliation checklist

and financial reporting schedule;

● Strengthen documentation of key control measures in accordance

with the COSO framework.

Management will monitor the

effectiveness of these remedial measures and will not consider adding personnel or implementing review procedures for improvement until

the newly implemented control measures have been operational for an adequate duration and have been tested to confirm their operational

Certified Public Accountant Firm Verification

This annual report does not

include the attestation report on financial reporting internal control issued by the company’s registered public accounting firm.

company is an emerging growth enterprise, it is exempt from providing such attestation under Section 404(b) of the Sarbanes-Oxley Act

Changes in Internal Control of Financial Reports

During the fourth quarter

ended December 31, 2025, management assessed under Sections 13a-15(f) or 15d-15(f) of the Transaction Act that no material changes were

identified in our financial reporting internal controls that would significantly impact or reasonably be expected to significantly impact

such controls.

Inherent Limitations of the Effectiveness of

Management does not expect

that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud.

A control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute,

assurance that its objectives will be met.

Further, no evaluation of controls can provide absolute assurance that misstatements due to

error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

OTHER INFORMATION

1 unchanged sentence

THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

The following table sets forth information about our directors and

executive officers as of March __, 2025.

Jose Antonio Bengochea

Chief Executive Officer and Director

William Caragol

Chief Financial Officer and Chief Operating Officer

Jose Antonio Bengochea,

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

Bengochea is also a member of our

Board of Directors.

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

to pursue frontier asset classes and, through Mr.

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

to examine global opportunities in media and entertainment.

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

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

entity for the upcoming 2024 Grammy Awards.

Prior to founding Bengochea Capital, Mr.

Bengochea was a part of Sony’s Global Business

Development team in Los Angeles from 2018 to 2020.

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

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

Bengochea also holds an

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

degree in Archaeology.

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

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

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

industry, we believe Mr.

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

William Caragol , our Chief Operating

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

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

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

MYNZ), a molecular genetics diagnostic company specializing

in the early detection of cancer.

Directors and Senior Management

The table below lists certain

information regarding our senior management and directors as of the date of this annual report.

Our board of directors consists of seven

Surname and Personal

Position/Title

Zhenjun Jiang

Chairman of the Board and Chief Executive Officer

CFO Chief Financial Officer

Chief Operating Officer

Independent director

Lydia Bergamasco

Independent director

Zhenjun Jiang serves as

the Chairman of the Board and CEO of UCFI.

With his extensive leadership experience and profound industry knowledge, Mr.

Jiang is qualified

to assume his position.

Jiang joined Zhonggu Group in 1999 and became the Northeast Sales Director of Zhonggu Group in 2001.

he was appointed Deputy General Manager of the Sales Department of Zhonggu Group and General Manager of Jihuo Soybean Co., Ltd.

to 2023, he served as Managing Director of Zhonggu Group.

Jiang founded Operation Company 1 and established the CFI Group.

Jiang graduated from Beijing Economic Management Cadre College with a major in Environmental Engineering and was honored as an “Outstanding

Figure of China’s Reform and Opening-up 40th Anniversary.”

Weihong Zhu serves

as Chief Financial Officer of UCFI, bringing over 40 years of financial expertise to the role.

From 1980 to 1983, he worked at the

Nehe Branch of the People’s Bank of China.

Between 1986 and 2000, he held positions including credit officer and deputy branch

manager at the Nehe Branch of Industrial and Commercial Bank of China.

From 2001 to 2022, he served at Zhonggu Group, successively

holding roles as subsidiary accountant, subsidiary CFO, and Group CFO.

In 2023, he joined CFI Group as CFO of Operating Company 1.

Zhu holds professional qualifications as an economist and certified public accountant.

Ms.Hu possesses extensive experience

in sales and business management, which fully qualifies her to serve as Director and Chief Operating Officer.

From 2010 to 2012, she held

the position of Sales Manager at Suning Appliance Beijing Branch.

Between 2012 and 2023, she served as Sales Department Manager at Zhonggu

In 2023, Ms.Hu joined CFI Group as General Manager of Operations Company 2.

She holds a Bachelor’s degree in Business Administration

from the University of Science and Technology Beijing.

Suprock, an experienced

entrepreneur with extensive expertise in mergers and acquisitions and corporate management, is ideally suited to serve as an independent

director of UCFI.

From 1998 to 2001, he served as Operations Director at High Noon Petroleum.

Between 2001 and 2005, he worked as an Operations

Consultant at Sheehan Majestic, leading the development of transaction exhibitions.

In 2006, he co-founded PCS Advisors LLC, specializing

in mergers and acquisitions in the oil and gas exploration sector.

Since 2013, Mr.

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

diagnostic equipment company.

Since July 2021, Mr.

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

WKSP), a growth

stage technology company.

Since July 2023, Mr.

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

JNVR), a B2B fintech

marketplace company.

From 2021 to 2023, Mr.

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

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

Caragol earned a B.S.

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

of Certified Public Accountants.

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

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

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

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

Brian Turner , our Chair of the Board

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

Turner was the Chief Financial

Officer of Coinstar Inc.

from 2003 until June 2009.

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

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

Prior to Real Networks, from 1999

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

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

From 1995 to 1999, Mr.

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

Turner’s experience

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

was formerly Chairman of the Board of Microvision, Inc.

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

of the Audit Committee for MVIS.

Since October, 2024 Mr.

Turner is a director of Aesthetic Revolution, Inc.

Turner has also been a

director for several private companies.

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

in Political Science from the University of Washington.

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

executive of numerous public companies, we believe Mr.

Turner will provide valuable perspectives to executing our strategy of evaluating

merger candidates.

Ken Hertz , a member of our Board

of Directors since inception, has served as a Senior Partner in the Los Angeles law firm of Hertz Lichtenstein Young & Polk LLP since

Hertz and his partners specialize in representing talent, senior executives, entrepreneurs, agencies, and brands in entertainment,

fashion, sports, media, and technology industries.

Prior to forming the firm, Mr.

Hertz had been a partner in Hansen Jacobson & Teller,

Before that, he was global head of music — business and legal affairs — for The Walt Disney Company.

a principal in memBrain — an entertainment marketing and strategy consulting firm that advises a number of C-Suite executives on

their company’s entertainment related marketing strategies.

memBrain has worked with Intel, McDonald’s, Hasbro, MillerCoors,

Li & Fung and Logitech.

Hertz has also been an active early-stage venture investor and advisor since 1997 and is a frequent speaker

and commentator on the subjects of entertainment, marketing and convergence.

He is often quoted in the New York Times, Los Angeles Times,

and Wall Street Journal, has appeared on CNBC’s monthly newsmagazine “Business Nation,” has been an instructor at UCLA’s

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

He graduated from UCLA with a J.D.

in 1984 and U.C.

Berkeley in 1981 with a B.S.

Hertz’s extensive experience in

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

Hertz will provide valuable

advice as we consider potential merger candidates

Jane Waxman , our Chief Financial

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

with a diverse background in operations and financial management.

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

she served in a variety of roles within the finance organization.

Most notably, as Executive Vice President and Deputy CFO, she was responsible

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

In her roles, she provided financial leadership and guidance to over 300 employees in all finance divisions including film production,

theatrical, home entertainment and television marketing and distribution, financial reporting, accounting, corporate compliance, and strategic

Before joining 20th Century Fox, Ms.

Waxman was a Senior Auditor at Ernst & Young.

Waxman earned her bachelor’s

degree from the University of California, Santa Barbara.

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

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

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

Waxman will provide valuable

advice as we consider potential merger candidates

Scott Morris , a member of our Board

of Directors since inception, has been Chairman of Avista (NYSE:

AVA) since 2008.

Morris started his career at AVA in 1981.

to 2019, he served as the Company’s Chief Executive Officer and served as Avista’s President from 2008 to 2018.

Prior to that,

Morris was also the company’s Chief Operating Officer.

His experiences include management positions in multiple industries,

including construction, customer service, and utilities.

He is a graduate of Gonzaga University and received his master’s degree

from Gonzaga University in organizational leadership.

He also attended the Stanford Business School Financial Management Program and the

Kidder Peabody School of Financial Management.

Morris serves on the boards of McKinstry Inc.

and California Water Service.

a Trustee Emeritus of Gonzaga University.

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

Given his financial

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

Morris will provide

valuable perspectives to executing our strategy of evaluating merger candidates.

Number and Terms of Office of Officers and

We have five directors on

our Board of Directors.

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

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

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

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

fiscal year end following our listing on NASDAQ.

Each class of directors is comprised of the following members:

Director Name

Year Term Expires

Jose Antonio Bengochea

Our officers are appointed

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

Our Board is authorized to appoint persons

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

Our organizational documents provide that our officers

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

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

Our Board, in

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

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

Committees of the Board of Directors

Our Board has four standing

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

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

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

a listed company be comprised solely of independent directors.

Our audit committee, compensation committee and nominating and corporate

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

99.3 to this Annual Report.

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

Executive Committee

The members of our executive

committee are Ken Hertz, Brian Turner and Jose A.

Ken Hertz is the chair of the executive committee.

The executive committee

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

Suprock has managed Martin, McKeen & Goldfard LLC,

a real estate investment portfolio company.

Suprock holds a Bachelor of Business Administration degree from California State University,

Lydia Bergamasco

serves as an independent director of UCFI.

Her diverse professional background in health, nutrition, and digital program

coordination provides her with a unique perspective as an independent director.

From 2013 to 2014, she held positions as Customer

Care Representative and Administrative Assistant at Rallye Acura.

Since 2015, Ms.

Bergamasco has been employed by Memorial Sloan

Kettering Cancer Center, where she has held multiple roles including Digital Products and Informatics Program Coordinator since

Since July 2022, she has also worked as a nutritionist at the New York Sports Judo Club.

Bergamasco holds a Bachelor’s

degree in Economics from the State University of New York at Old Westbury and a Master’s degree in Sports Science and Health from

the Free University.

Donghai Li, Mr.

serves as an independent director of UCFI.

With nearly three decades of legal experience, Mr.

Li is qualified to provide

professional advice as an independent director in legal compliance, corporate governance, and risk management.

Since 1995, he has

been working at Guangdong Xinyang Law Firm, successively serving as a lawyer, partner, and director.

Li obtained his China

lawyer qualification in 1994 and earned his Bachelor of Laws degree from Sun Yat-sen University in 1997.

Jingyu Huang’s extensive

experience in financial management and professional accounting qualifications qualify her to serve as an independent director of UCFI.

From 2013 to 2018, she served as Chief Financial Officer (CFO) at Zhejiang Jiuling Early Education Technology Co., Ltd.

During 2019-2020,

she held the CFO position at Yiwu Junyi Trading Co., Ltd.

From 2020 to 2022, she served as CFO of Zhonggu Group.

Since 2022, she has been

the CFO of Zhejiang Shengxian Arts and Crafts Co., Ltd.

Huang earned her Bachelor’s degree in Accounting from Jiujiang University

in 2009 and holds the qualification of Intermediate Certified Public Accountant.

Lili Zhang serves as Executive

Director of UCFI.

Her technical expertise and management experience in the technology and social media industries provide significant

value to the board.

From 2009 to 2011, she worked as a software testing engineer at Harbin Langwei Electronic Technology Co., Ltd.

2011 to 2012, she served as a website project development engineer at Harbin Uniview Technology Co., Ltd.

Between 2017 and 2023, Ms.

held positions at Jihuo Group, including subsidiary manager and Deputy General Manager.

In 2024, she joined CFI Group, overseeing social

media management and traffic operations.

Zhang graduated with a bachelor’s degree from Huade College of Applied Technology at Harbin

Institute of Technology in 2009.

Board of Directors

As of the date of this annual

report, our board of directors consists of seven directors.

The amended articles of association stipulate that the minimum number of directors

shall be three, with the exact number to be determined from time to time by our board of directors.

Directors are not required

to meet qualification requirements through shareholding.

If a director has any direct or indirect interest relationship with contracts,

transactions, or proposed contracts/transactions entered into with us, they must declare the nature of such interests at board meetings.

Except as prohibited by Nasdaq Listing Rules and the Chairman’s veto power, directors may vote on any contracts, proposed contracts, or

arrangements where they may have conflicts of interest, provided that:

(a) the nature of their interests has been disclosed at board meetings—either

through specific statements or general notices—and the director’s vote counts toward the quorum required for reviewing such contracts/arrangements;

and (b) if the transaction involves related parties, it must be approved by the Audit Committee.

Director Liability

Directors are bound by fiduciary

duties under both common law and statutory law, including a statutory obligation to act in good faith and with the best interests of the

company in mind.

When exercising authority or performing duties, directors must demonstrate the prudence, diligence, and expertise expected

of a reasonable director in the given circumstances.

This includes, but is not limited to, considering the nature of the company, the

type of decisions involved, the director’s position, and the scope of responsibilities they undertake.

Appointment and Removal

The company’s articles of association

stipulate that all directors are elected annually within a single-category structure.

By allowing shareholders to vote on the entire board

composition each year, this mechanism enhances shareholder influence and accountability.

Shareholders holding at least two-thirds of voting

rights can remove directors regardless of justification, providing clear governance tools to address board composition issues.

Term of Directors and Senior

Management Personnel

Each director is elected annually

for a term of one year.

Board of Directors Committee

We have established the Audit

Committee, Nomination and Corporate Governance Committee, and Compensation Committee, and have formulated respective charters for these

three committees.

The membership and functions of each committee are described as follows.

Audit Committee

The members of our audit committee

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

is the chair of the audit committee.

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

but are not limited to:

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

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

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

discussing with management major risk assessment and risk management policies;

monitoring the independence of the independent auditor;

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

for reviewing the audit as required by law;

reviewing and approving all related-party transactions;

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

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

appointing or replacing the independent auditor;

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

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

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

Financial Experts on Audit Committee

The audit committee will at

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

listing standards.

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

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

In addition, the audit committee

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

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

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

defined under rules and regulations of the SEC.

Nominating and Corporate Governance Committee

The members of our nominating

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

listing standards.

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

The primary purposes of our nominating and corporate governance committee

will be to assist the Board in:

● identifying,

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

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

● developing,

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

● coordinating

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

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

Guidelines for Selecting Director Nominees

The guidelines for selecting

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

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

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

diverse perspectives and backgrounds to its deliberations;

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

The Nominating and Corporate

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

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

The Nominating and Corporate Governance Committee

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

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

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

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

The Audit Committee consists

Suprock, Lydia Bergamasco, and Jingyu Huang, with Ms.Jingyu Huang serving as Chairperson.

Ms.Huang meets the financial expert

criteria for audit committees as stipulated by U.S.

Securities and Exchange Commission (SEC) regulations.

All three members satisfy the

‘Independent Director’

requirements under NASDAQ Listing Rules and Section 10A-3 of the Securities Exchange Act.

The responsibilities of the

Audit Committee are stipulated in our Audit Committee Charter, including but not limited to:

● Review and discuss the annual audited financial statements

with management and independent auditors, and advise the board on whether to include audited financial statements in our 10-K filing;

● Review and discuss the annual audited financial statements

with management and independent auditors, and advise the board on whether to include audited financial statements in our 10-K filing;

● Discuss with management and independent auditors significant

financial reporting issues and judgments related to the preparation of our financial statements;

● Discuss major risk assessment and risk management policies

with management;

● Supervise the independence of independent auditors;

● Verify whether the chief audit partner responsible for audit

(or coordination) and the audit partner overseeing audit review have undergone rotation in accordance with legal requirements;

Review and approve all related

party transactions;

● Conduct inquiries and discussions with management regarding

our compliance with applicable laws and regulations;

● Pre-approved audit services performed by our independent

auditors and permitted non-audit services, including the fees and terms for providing such services;

● Appointment or replacement of an independent auditor;

● To determine and supervise the remuneration of independent

auditors for the purpose of preparing or issuing audit reports or related tasks (including resolving disputes between management and

independent auditors regarding financial reporting);

● Establish procedures to receive, retain, and process complaints

received regarding accounting, internal accounting controls, or reporting that involve material matters in our financial statements or

accounting policies;

● Approve expense reimbursements incurred by the management

team during the search for potential target companies.

Financial Expert of the

Audit Committee

The Audit Committee shall always

consist solely of “independent directors”

who must possess the “financial knowledge”

defined by Nasdaq listing standards.

Nasdaq’s criteria define “financial knowledge”

as the ability to read and comprehend basic financial statements, including a

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

Furthermore, the Audit Committee

has and will continue to include at least one member with professional experience in finance or accounting, necessary accounting certifications,

or equivalent expertise, ensuring profound financial knowledge.

The Board has confirmed that Ms.Jingyu Huang meets the criteria for ‘Audit

Committee Financial Expert’

as defined by U.S.

Securities and Exchange Commission (SEC) rules and regulations.

Nomination and Corporate

Governance Committee

The Nomination and Corporate

Governance Committee is composed of Donghai Li and Lydia Bergamasco, with Donghai Li serving as its Chairperson.

Both Donghai Li and Lydia

Bergamasco meet the requirements for ‘independent directors’

under Nasdaq Listing Rules.

Our nomination to the Corporate

Governance Committee will primarily support the Board of Directors in the following ways:

● Identify, screen, and review candidates qualified to serve

as directors, and recommend to the board of directors candidates for nomination at the annual general meeting or candidates to fill board

● Formulate, recommend to the board of directors, and oversee

the implementation of our corporate governance standards;

● Coordinate and oversee the annual self-assessment of corporate

governance conducted by the Board of Directors, its committees, individual directors, and management;

● Conduct regular reviews of our overall corporate governance

practices and provide improvement recommendations when necessary.

Guide to Selecting Director

The nomination criteria stipulated

in the Nomination and Corporate Governance Committee Charter typically require nominees to:

● Should demonstrate significant or major achievements in the

field of business, education or public service;

● Should possess the necessary intelligence, education, and

experience to make significant contributions to the board of directors, and bring a range of skills, diverse perspectives, and backgrounds

to deliberations;

● Must possess the highest ethical standards, strong professional

awareness, and a firm determination to serve the interests of shareholders.

The Nomination and Corporate

Governance Committee evaluates candidates for board membership based on their management experience, leadership background, integrity,

and professional competence.

The committee may require specific skills or qualifications such as financial or accounting expertise to

address temporary board needs, while also considering the overall experience and composition of members to ensure diversity and inclusivity.

The committee does not differentiate between candidates recommended by shareholders and others.

The shareholder nomination process for

board candidates remains unchanged.

Compensation Committee

The members of the compensation

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

Ken Hertz is the chair of the compensation committee.

The compensation committee’s duties, which are specified in our

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

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

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

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

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

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

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

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

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

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

The Compensation Committee

consists of John L.

Suprock and Jingyu Huang, with John L.

Suprock serving as its Chairman.

Suprock and Jingyu Huang meet

the requirements for ‘independent directors’

under Nasdaq Listing Rules.

The responsibilities of the

Compensation Committee are stipulated in our Compensation Committee Charter, including but not limited to:

● Review and approve annually the corporate objectives and

targets related to the compensation of our Chief Executive Officer (CEO), evaluate the CEO’s performance based on these objectives and

targets, and determine and approve the CEO’s compensation (if applicable) according to the evaluation results;

● Review and approve compensation for all other senior executives

● Review our executive compensation policies and plans;

● Develop and manage our incentive compensation and equity-based

compensation plans;

● Assist management in complying with our letter of authorization

and annual report disclosure requirements;

● Approve all special benefits, special cash payments, and

other special compensation and benefit arrangements for our executives and employees;

● Prepare an executive compensation report if required, and

incorporate it into our annual mandate;

● Review, evaluate, and recommend adjustments to director compensation

as appropriate.

Business Ethics and Code

We have established a code

of ethics applicable to all directors and senior management personnel (including our Chief Executive Officer, Chief Financial Officer,

and Chief Accounting Officer), as detailed in Appendix 14.1 of the 8-K filing dated October 6, 2025.

The current annual report’s Appendix

14.1 incorporates a copy of our code of ethics through citation.

Additionally, upon request, we will provide a complimentary copy of the

code of ethics.

We have adopted a Code of

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

accounting officer.

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

In addition, a copy

of the Code of Ethics will be provided by us without charge upon request.

We intend to disclose any amendments to or waivers of certain

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

Insider Trading Policy

We have not adopted an insider

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

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

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

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

combination company in connection with a business combination transaction.

Conflicts of Interest

In general, officers and directors

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

corporation could financially undertake the opportunity;

opportunity is within the corporation’s line of business;

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

Our amended and restated certificate

of incorporation provides that:

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

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

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

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

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

Our officers and directors

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

In order to minimize potential conflicts of interest which may arise

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

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

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

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

she might have.

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

could take priority over our company;

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

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

require them to present it to another entity.

The following table summarizes the pre-existing

fiduciary or contractual obligations of our officers and directors:

Name of Individual(s)

Name of Affiliated Company

Position at Affiliated Company

Jose Antonio Bengochea

Bengochea Capital, LLC

Bengochea SPAC Sponsors I LLC

Iron Horse Acquisitions Corp.

CEO and Chairman

Mainz Biomed N.V.

Janover, Inc.

Worksport Ltd.

Thermomedics Inc.

Iron Horse Acquisitions Corp.

Managing Director

CFO and Director

Brian Virgil Turner

McKinstry Inc.

Institute of Systems Biology

Netwrix, Inc.

Aesthetic Revolution, Inc.

Director, Audit Chair

Gonzaga University, Board of Trustees

Chairman of the Board

Scott Lawrence Morris

McKinstry Inc.

California Water Service

Hertz Lichtenstein Young & Polk LLP

Membrain, LLC

JUST Goods, Inc.

Director, Co-Founder

While the foregoing may limit the pool of potential

business combination candidates, we do not believe that this limitation will be material.

Investors should also be aware of the following

additional potential conflicts of interest:

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

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

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

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

For the foregoing reasons, our Board may have

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

To further minimize conflicts

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

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

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

point of view.

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

Furthermore, in no event

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

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

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

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

Limitation on Liability and Indemnification

of Officers and Directors

Our amended and restated certificate

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

it now exists or may in the future be amended.

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

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

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

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

We have not yet established

insider trading policies and procedures to regulate the purchase, sale, or other disposal of the Registrant’s securities by directors,

senior executives, employees, or the Registrant itself.

These policies and procedures should be reasonably designed to facilitate compliance

with insider trading laws, regulations, and applicable listing standards for the Registrant.

We anticipate formulating and implementing

such policies and procedures by 2026.

Limitation of Liability

and Compensation for Executives and Directors

Our amended and restated Company

Registration Certificate stipulates that we shall indemnify our directors and senior officers within the maximum authorized scope pursuant

to current Delaware laws or any future amendments thereto.

Furthermore, the revised registration certificate specifies that directors

shall not be liable to us for monetary compensation arising from breaches of fiduciary duties in their capacity as directors, unless they

have violated their duty of loyalty to us or our shareholders, acted in bad faith, intentionally or knowingly violated laws, authorized

illegal dividend distributions, engaged in unauthorized stock purchases or redemptions, or obtained improper personal benefits from their

directorship.

We have entered into agreements

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

and restated certificate of incorporation.

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

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

We have purchased

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

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

These provisions may discourage

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

These provisions also may have the effect

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

benefit us and our stockholders.

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

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

We believe that these provisions,

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

Insofar as indemnification

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

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

in the Securities Act and is, therefore, unenforceable.

Delinquent Section 16(a) Beneficial Ownership

Section 16(a) of the Exchange

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

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

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

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

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

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

Based solely upon a review of forms filed

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

(i) the sponsor, Bengochea SPAC Sponsors I

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

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

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

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

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

and (iii) the sponsor, Bengochea SPAC

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

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

EXECUTIVE COMPENSATION

with management personnel and directors to provide contractual compensation in addition to the indemnities specified in our amended and

restated company registration certificate.

Our articles of association further authorize us to purchase insurance on behalf of any manager,

director, or employee to assume liability arising from their conduct, regardless of whether Delaware law permits compensation.

acquired directors and senior executives liability insurance that, under certain circumstances, provides coverage for defending, settling,

or paying judgment costs on behalf of our directors and senior executives, while also safeguarding our obligation to compensate them.

These provisions may prevent

shareholders from filing lawsuits against directors for breaching fiduciary duties.

They could also reduce the likelihood of derivative

lawsuits against directors and senior executives, even though such lawsuits might have been beneficial to us and our shareholders if won.

Furthermore, if we incur settlement costs and damages for directors and executives under these compensation clauses, shareholders’

could suffer adverse impacts.

We believe these provisions, insurance arrangements, and compensation agreements are essential for attracting

and retaining talented and experienced directors and senior executives.

Regarding the possibility of

exempting our directors, senior executives, and controlling shareholders from liabilities under the Securities Act pursuant to the aforementioned

or other regulations, we have learned that the U.S.

Securities and Exchange Commission (SEC) deems such exemptions contrary to the public

policy embodied in the Securities Act and therefore unenforceable.

EXECUTIVE COMPENSATION

No executive officer has received

any cash compensation for services rendered to us.

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

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

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

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

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

This arrangement would be solely pursuant

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

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

of the Company.

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

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

on suitable business combinations.

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

provided, however, that

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

us unless we consummate an initial business combination.

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

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

No other cash compensation

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

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

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

After our initial business

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

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

materials furnished to our stockholders.

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

a Consulting Agreement with each of Mr.

Bengochea and Mr.

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

Bengochea and Mr.

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

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

are reasonably requested.

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

The Consulting

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

The consulting fee shall be

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

Any additional

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

Bengochea and Mr.

New CFI shall reimburse each of Mr.

Bengochea and Mr.

Caragol for ordinary and customary expenses incurred in performing the

consulting services.

Any extraordinary expenses, require consent of New CFI.

Clawback Policy

As required by the NASDAQ

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

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

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

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

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

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

reporting requirement under the securities laws.

The amount to be recovered will be the excess of the incentive compensation paid to the

Covered Executive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it

been based on the restated results, as determined by the Compensation Committee.

If the Compensation Committee cannot determine the amount

of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement, then it

will make its determination based on a reasonable estimate of the effect of the accounting restatement.

Because we do not anticipate paying

any cash compensation to our prospective Covered Executives, we do not anticipate paying any incentive compensation which could become

subject to clawback under the Clawback Policy.

Director and Executive Compensation

For the year ended December 31, 2025, we paid cash

compensation of 728,000 yuan to directors and senior management teams.

We did not reserve or accrue any amount for senior management teams

to provide pensions, retirement benefits, or other similar benefits.

According to legal requirements, our Chinese mainland subsidiaries

are required to contribute a certain percentage of each employee’s salary to pension insurance, medical insurance, unemployment insurance,

work-related injury insurance, maternity insurance, and other statutory benefits, as well as housing provident funds.

Employment Agreement and Indemnity Agreement

All executives have entered into employment contracts

with the company.

These contracts stipulate fixed-term employment terms, allowing termination without prior notice or compensation in

cases of policy violations, criminal convictions, persistent failure to satisfactorily perform contractual duties, or misconduct/insincerity

detrimental to corporate interests.

The employment relationship may also be terminated without cause upon written notice given 30 days

Executives may resign at any time provided they submit written notice 30 days prior to departure.

All senior executives have agreed to maintain strict

confidentiality regarding all confidential information and trade secrets of our company, including those belonging to our clients or potential

clients, as well as any confidential or proprietary information received from third parties and subject to confidentiality obligations,

both during employment and after termination or expiration of their employment contracts, unless necessary for performing employment-related

duties or as required by applicable laws.

The executives further agree to disclose to us all inventions, designs, and trade secrets conceived,

developed, or implemented during their employment, transfer all rights, ownership, and interests thereof to us, and assist in obtaining

and enforcing patents, copyrights, and other legal rights related to these innovations.

Additionally, each senior executive has agreed

to be bound by non-compete and non-recruitment clauses during their tenure and typically for one year after departure.

We have entered into indemnification agreements

with each director and senior executive.

Pursuant to these agreements, we agree to compensate directors and senior executives for certain

liabilities and expenses arising from claims resulting from their roles as directors or senior executives of the Company.

In addition, pursuant to Section 3.11 of the Compensation

Clause in the 8-K filing annex 3.2 revision and restatement details dated October 6, 2025, directors may receive attendance fees for each

board meeting (if applicable), as well as a fixed amount (in cash or other forms of consideration) or their stipulated salary for attending

board meetings.

No such payments shall preclude any director from serving the company in other capacities and receiving compensation therefor.

Members of the Special Committee or Executive Committee may be compensated for attending committee meetings.

Stock Incentive Plan

Awarded Prizes

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding

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

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

of our officers and directors;

of our officers and directors as a group.

Unless otherwise indicated, we believe that all

persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

The following table does not reflect any contractual rights the individuals below may have to ultimately receive any of the private placement

warrants owned by Bengochea SPAC Sponsors I LLC, as the private placement warrants are not exercisable within 60 days of the date of this

Annual Report on Form 10-K.

Name and Address of Beneficial Owner (1)

Outstanding Shares of

Jose Antonio Bengochea (2)

Brian Turner (3)

William Caragol (4)

Scott Morris (5)

Bengochea SPAC Sponsors I LLC (6)

All directors and executive officers as a group

(6 individuals) (7)

Unless otherwise indicated, the business address of each of the individuals is c/o Iron Horse Acquisitions Corp., P.O.

2506, Toluca Lake, California 91610.

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

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

Bengochea for his

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

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

Bengochea and

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

allocated between) Mr.

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

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

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

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

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

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

Turner for his service as a director of the Company as well as 85,000 shares held by the sponsor on behalf of Mr.

Turner on the basis of funds invested by Mr.

Turner in Bengochea Capital LLC.

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

Caragol for his service as an officer of the Company as well as 50,000 shares held by the sponsor on behalf of Mr.

Caragol on the basis of funds invested by Mr.

Caragol in Bengochea Capital LLC.

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

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

Morris on the

basis of funds invested by Mr.

Morris in Bengochea Capital LLC.

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

Bengochea for his

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

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

Bengochea and

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

allocated between) Mr.

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

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

advisors as a group (other than Mr.

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

behalf of a fund that invested in Bengochea Capital LLC.

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

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

Bengochea are deemed to have

voting and dispositive power over the shares.

The address for Mr.

Bengochea and Bengochea Capital LLC is P.O.

Box 2506 Toluca Lake,

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

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

Bengochea, funds invested through Bengochea Capital LLC).

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

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

Our initial stockholders own

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

Because of the ownership block held by our officers, directors

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

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

All of the Founder Shares

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

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

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

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

During the escrow period,

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

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

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

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

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

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

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

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

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

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

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

will also be placed in escrow.

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

with respect to the Founder Shares.

Our sponsor has also agreed

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

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

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

There are no circumstances or arrangements under which there will be

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

In October 2023, Bengochea Capital LLC entered into

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

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

of the lock-up period.

In order to meet our working

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

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

in their sole discretion.

Each loan would be evidenced by a promissory note.

The notes would be paid upon consummation of our initial

business combination, without interest.

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

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

such repayment.

Our executive officers are our “promoters,”

as that term is defined under the federal securities laws.

The table below presents the beneficial ownership

information of our common shares as of December 31, 2025:

● Each beneficial owner holding more than 5% of our issued

common shares;

● Each of our named executives and directors;

● All our senior executives and directors as a single entity.

The determination of beneficial ownership is based

on regulations issued by the U.S.

Securities and Exchange Commission (SEC).

These regulations generally stipulate that an individual holds

beneficial ownership of a security if they possess either individual or joint voting rights or investment rights, including currently

exercisable or options and warrants available for exercise within 60 days.

Unless otherwise specified in the footnote below and subject

to applicable community property laws and similar legal provisions, we believe that each of the listed individuals holds individual voting

rights and investment rights regarding such shares.

The percentage of common shares actually held by

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

Name of Beneficial Owners

Percentage of

5% Stockholders

Rosy Sea Holdings Limited

Directors and Executive Officers

Zhenjun Jiang, Chairman of the Board, Chief Executive Officer

Weihong Zhu, Chief Financial Officer

Pan Hu, Director and Chief Operating Officer

Suprock, Independent Director

Lydia Bergamasco, Independent Director

Donghai Li, Independent Director

Jinyu Huang, Independent Director

Lili Zhang, Independent Director

Directors and Executive Officers as a Group

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS AND DIRECTOR INDEPENDENCE

In November 2021, we issued

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

our organization.

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

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

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

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

In December 2023, we issued

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

1,964,200 Founder Shares.

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

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

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

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

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

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

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

The holders of our Founder

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

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

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

The holders of a majority of these

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

The holders of the majority of the founder’s

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

common stock are to be released from escrow.

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

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

after we consummate a business combination.

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

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

Notwithstanding anything to the contrary, EF

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

statement of which this Annual Report forms a part.

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

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

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

Prior to the closing of

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

On November 30, 2021, and

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

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

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

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

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

the promissory note – related party, respectively.

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

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

The principal balance may

be prepaid at any time.

We pay $12,000 per month to

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

We will cease paying these monthly fees

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

See “ Executive Compensation ” for further information relating to this

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

We have entered into agreements

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

and restated certificate of incorporation.

On January 4, 2024, the

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

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

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

1:24-cv-00048 alleging

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

The Company and Omnia

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

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

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

As of December 31, 2024, all payments due pursuant

to the settlement have been made.

Other than the foregoing payments,

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

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

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

on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business

combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their

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

provided, however, that to the extent such expenses

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

initial business combination.

After our initial business

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

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

to our stockholders.

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

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

compensation.

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

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

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

into a Consulting Agreement with each of Mr.

Bengochea and Mr.

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

Bengochea and Mr.

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

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

other activities that are reasonably requested.

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

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

The consulting

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

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

New CFI shall reimburse each of Mr.

Bengochea and Mr.

Caragol for ordinary and customary expenses incurred in performing

the consulting services.

Any extraordinary expenses, require consent of New CFI.

All ongoing and future transactions

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

to us than are available from unaffiliated third parties.

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

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

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

We will not enter into any such transaction unless our disinterested

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

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

Principal Shareholder

Please refer to “Section 12:

Security Ownership

of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Related Party Policy

Our Code of Ethics requires

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

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

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

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

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

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

material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively

and effectively.

Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits

as a result of his or her position.

Our audit committee, pursuant

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

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

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

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

No director may participate

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

with all material information concerning the transaction.

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

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

These procedures are intended

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

part of a director, employee or officer.

To further minimize conflicts

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

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

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

point of view.

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

However, the following payments

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

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

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

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

We will cease

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

● Reimbursement

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

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

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

Such loans may be convertible into warrants,

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

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

as to exercise price, exercisability and exercise period;

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

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

nor have any written agreements been executed with respect thereto.

Our audit committee will review on a quarterly

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

Director Independence

NASDAQ listing standards require

that a majority of our Board be independent.

Our ethical guidelines require us to avoid all related-party

transactions that may create actual or potential conflicts of interest, unless approved by the board of directors (or audit committee).

Related-party transactions are defined as:

(1) transactions involving a total amount exceeding $120,000 in any calendar year, (2) where

we or any of our subsidiaries are participating parties, and (3) where any of the following individuals hold or may hold significant direct

or indirect interests:

(a) executives, directors, or director nominees;

(b) beneficial owners holding over 5% of our common stock;

(c) immediate family members of individuals specified in (a) and (b) (excluding cases where individuals serve as directors of another

entity or where beneficial ownership is below 10%).

Conflicts of interest may arise when an individual’s conduct or interests could impair

objective and effective performance of duties.

Conflicts may also occur if an individual or their family members obtain improper personal

benefits through their positions.

In accordance with our written bylaws, the Audit

Committee is responsible for reviewing and approving related-party transactions conducted by the company.

When determining whether to

approve such transactions, the Audit Committee considers all relevant factors, including whether the terms offered to related parties

are no less favorable than those typically provided to non-related third parties in comparable circumstances, as well as the extent of

the related party’s interest in the transaction.

Directors are prohibited from participating in approving transactions involving related

parties, but they must provide the Audit Committee with all material information regarding such transactions.

Additionally, we require

every director and senior executive to complete a Director and Senior Executive Questionnaire to gather information on related-party transactions.

These procedures are designed to determine whether

any such related-party transactions compromise the independence of directors or raise conflicts of interest among directors, employees,

or senior executives.

Our audit committee will review all payments made

to our shareholders, senior executives or directors, or to us or their affiliates, on a quarterly basis.

Satisfaction and Discharge Agreement with Sponsor

On September 30,2025, CFI reached a settlement agreement

with the sponsor Bengochea SPAC Sponsors I LLC to fulfill its obligations under the business combination agreement, specifically to fund

the $3,079,293.09 in sponsor debt upon completion of the merger.

As part of the agreement, Iron Horse paid $1,657,949.96 in cash to the

sponsor on the same day to settle partial debt obligations.

On September 30,2025, Iron Horse and CFI jointly issued a $1,421,343.13 senior

note to the sponsor, maturing on November 15,2025, with a 15% default interest rate applicable in the event of specified default events.

To secure repayment, Iron Horse retained 5,000,000 common shares (“Sponsor Reserve Shares”) with Continental Securities Transfer

Trust pursuant to irrevocable transfer instructions.

Should the principal of the sponsor’s promissory note fail to be paid promptly, the

sponsor may issue a notice to Continental Securities Transfer Trust (subject to a 4.99% beneficial ownership cap) to transfer the Reserve

Shares to itself (“Sponsor Delivery Notice”) without requiring consent from Iron Horse or CFI.

Failure to complete the transfer

within 48 hours would trigger the aforementioned 15% default interest rate.

The company must submit a resale registration declaration

for any reserved shares issued within 60 days after the Mainland Securities Transfer Trust Company receives the sponsor’s delivery notice.

As of December 31, 2025, the total outstanding amount of sponsor payable notes and held sponsor payable notes amounted to $454,690.

to the data on the preparation date of the consolidated financial statements, our company has violated the payment obligation under the

sponsor’s payable notes and is currently negotiating with the sponsor to extend the maturity date of the notes.

As of the reporting date of this annual report,

the note has not been honored.

The company holds $33.01 million in cash and cash equivalents, which is sufficient to cover the repayment

plans for the note, demonstrating strong liquidity.

Transactions with Related Parties in the Course

of Business Operations

As of December 31, 2025, Iron Horse entered into

a loan agreement with Mr.

Jiang Zhenjun, a shareholder of the Group, who paid on its behalf the total acquisition-related fees amounting

to $1,715,250.

As of December 31, 2025, CFI had conducted related-party

transactions with Mr.

Jiang Zhenjun, a group shareholder.

Jiang paid on behalf of CFI the following fees:

$78,000 for the 2024 annual

audit, $3,825 for U.S.

agent fees, HK$16,280 for the 2025 annual filing fee, membership roster and income ownership information registration

fee, and RMB 7,755 for CFI’s name change fee.

As of December 31, 2025, CFI HK had conducted related-party

transactions with Mr.

Jiang Zhenjun, a group shareholder.

Jiang paid on behalf of CFI HK the following fees:

HKD 4,500 for the 2024

annual filing fee, office registration fee, and business registration update fee;

RMB 2,068 for the name change fee;

and HKD 800 for the

2024-2025 profit tax filing service fee.

Employment Agreement and Indemnity Agreement

Refer to “

Item 11 Executive Compensation

Stock Incentive Plan ”.

Stock Incentive Plan

Item 11 Executive Compensation –

Stock Incentive Plan .”

Independence of Directors

Nasdaq listing standards require that a majority

of our board members must be independent.

We comply with this requirement.

Currently Brian Turner, Ken Hertz and Scott Morris are each

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

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

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

Currently, under Nasdaq listing rules, John L.

Suprock, Lydia

Bergamasco, Donghai Li, and Jinyu Huang are all classified as “independent directors.”

The general definition of an independent

director excludes senior executives, employees, or any other related parties of the company or its subsidiaries, as the board deems such

involvement would compromise their ability to exercise independent judgment in fulfilling board responsibilities.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The firm of MaloneBailey,

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

The following is a summary of fees paid to

MaloneBailey for services rendered.

Audit fees consist of fees billed for professional services rendered

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

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

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

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

Audit-Related Fees.

Audit-related services

consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial

statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute

or regulation and consultations concerning financial accounting and reporting standards.

We did not pay MaloneBailey for consultations

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

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

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

All Other Fees .

For the year ended December 31,

2024 and 2023, MaloneBailey did not render any services to us other than those set forth above.

Pre-Approval Policy

Our audit committee was formed

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

As a result, the audit committee did

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

by our Board.

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

audit services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee

prior to the completion of the audit).

The table below summarizes the total fees charged

by our primary external Hong Kong audit firm, KD & Co., and its members for specific professional services, covering the years listed

For the year ended

Expense Category

(Thousands of US dollars)

Audit fees (1)

Tax expenses (2)

Other expenses (3)

(1) “Audit

represent the total amount of billed or unbilled services for auditing our annual consolidated and summarized financial statements,

as well as the statutory financial statements of certain subsidiaries.

This includes interim review services for interim consolidated

and summarized financial statements.

(2) “Tax expenses”

to the total fees charged by our primary external audit firm for professional services provided on tax compliance matters.

(3) “Other fees”

to the total charges incurred for professional services other than those listed in the aforementioned categories.

Audit Committee Pre-approved Policies and Procedures

In addition to other responsibilities, the Audit

Committee of our company’s Board of Directors is tasked with overseeing the operations of independent certified public accounting firms

in compliance with relevant regulations from the U.S.

Securities and Exchange Commission and the Nasdaq Exchange.

The Audit Committee

has implemented a pre-approval policy for audit services provided by independent certified public accounting firms and non-audit services,

commonly referred to as the “Pre-Approval Policy.”

Under the pre-approval policy provisions, the Chairperson

of the Audit Committee holds relevant authority to pre-approve all audit services and permitted non-audit services, excluding those listed

in Article 201:

“Services beyond the auditor’s scope of practice.”

Furthermore, if the Audit Committee approves a service within

the audit service category, it shall be deemed that the relevant service has undergone pre-approval.

Decisions regarding audit work pre-approval

made by the Audit Committee under its authorization must be submitted for discussion at the Committee’s regular meetings.

Our Audit Committee’s policy is to pre-approve all

audit and other services provided by KD & Co.

and its member firms, as mentioned above, except for negligible services.

Such services

require prior approval from the Audit Committee before the audit is completed.

For the years 2024 and 2025, our total audit fees,

tax expenses, and other related costs have all been approved by the Audit Committee in accordance with Section 2-01(c)(7)(i)(C) of Implementation

However, minor services require prior approval from the Audit Committee before completion.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

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

Financial Statements:

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

Financial Statements

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

Financial Statement Schedules:

We hereby file as part of this Annual Report the

exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected and copied at the

public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can

also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.

20549, at prescribed rates or on the

SEC website at www.sec.gov.

EXHIBIT INDEX

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

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

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

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

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

Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (No.

333-275076), as amended by Amendment No.

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

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (No.

333-275076), as amended by Amendment No.

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

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (No.

333-275076), as amended by Amendment No.

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

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (No.

333-275076), as amended by Amendment No.

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

Specimen Rights Certificate (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (No.

333-275076), as amended by Amendment No.

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

Warrant Agreement, dated December 27, 2023, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).

Rights Agreement, dated December 27, 2023, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).

Description of Registrant’s Securities

Investment Management Trust Agreement, dated December 27, 2023, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).

Stock Escrow Agreement, dated December 27, 2023, among the Company, Continental Stock Transfer & Trust Company, and Bengochea SPAC Sponsors I LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).

Private Warrant Subscription Agreement, dated December 27, 2023, between the Company and Bengochea SPAC Sponsors I LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).

Letter Agreements, dated December 27, 2023, with Bengochea SPAC Sponsors I LLC and each of the Company’s directors and officers (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).

Indemnity Agreements, dated December 27, 2023, with each of the Company’s directors and officers (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).

Registration Rights Agreement, dated December 27, 2023, among the Company, Bengochea SPAC Sponsors I LLC, and each of the Company’s directors and officers (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).

Promissory Note (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (No.

333-275076), as amended by Amendment No.

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

Administrative Services Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (No.

333-275076), as amended by Amendment No.

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

Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Registration Statement on Form S-1 (No.

333-275076), as amended by Amendment No.

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

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

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

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

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

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

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

Clawback Policy.

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

333-275076), as amended by Amendment No.

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

Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-1 (No.

333-275076), as amended by Amendment No.

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

Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-1 (No.

333-275076), as amended by Amendment No.

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

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Pursuant to the requirements of Section 13 or

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

February 21, 2025

IRON HORSE ACQUISITIONS CORP.

/s/ Jose Bengochea

Chief Executive Officer

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

/s/ Jose Bengochea

Chief Executive Officer

Jose Bengochea

(Principal Executive Officer) and Director

/s/ William Caragol

Chief Financial Officer and Chief Operating Officer

William Caragol

(Principal Financial and Accounting Officer)

/s/ Brian Turner

Chair of the Board

/s/ Jane Waxman

/s/ Scott Morris

/s/ Ken Hertz

IRON HORSE ACQUISITIONS

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID 206 ) F-2

The following documents are submitted as part

of this annual report in Form 10-K:

(1) Financial statements

Balance Sheets F-3

Statements of Operations F-4

Statements of Changes in Stockholders’ Deficit F-5

Statements of Cash Flows F-6

Notes to Financial Statements F-7 to F-24

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and the Board of Directors

Iron Horse Acquisitions Corp.

Our financial statements are included in the

‘Financial Statement Index’

under Section 8 ‘Financial Statements and Supplementary Data’

in Part 2 of the Annual Report Form 10-K.

(2) Supplementary Tables to Financial Statements

All supplementary tables in the financial

statements have been omitted as they are either irrelevant, unimportant, or the required information is already provided in Section

8 of Part II, ‘Financial Statements and Supplementary Information,’

of the 10-K filing.

(3) Attachments

The documents listed in the Appendix Index

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

Consolidated Financial Statements

Report of Independent Certified Public Accountant Firm

Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024

Consolidated Income Statements and Consolidated Income Statements as of December 31, 2025 and December 31, 2024

Consolidated Statement of Changes in Owner’s Equity as of December 31, 2025 and December 31, 2024

Consolidated Cash Flow Statements as of December 31, 2025 and December 31, 2024

Notes to Consolidated Financial Statements

of independent certified public accountant firm

To the Shareholders and Board of Directors of

CN Healthy Food Tech Group Corp.

Opinion on the Financial Statements

We have audited the accompanying balance

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

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

the “financial statements”).

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

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

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

Going Concern Matter

The accompanying financial statements have been

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

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

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

will cease all operations except for the purpose of liquidating.

The date for mandatory liquidation and subsequent dissolution raise substantial

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

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

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

We have audited the accompanying consolidated

balance sheets of CN Healthy Food Tech Group Corp.

and its subsidiaries (collectively, the “Company”) as of December 31, 2025

and December 31, 2024, and the related consolidated statements of income and comprehensive income, changes in shareholders’

and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as

the consolidated financial statements).

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

the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows

for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the

United States of America.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

3 unchanged sentences

standards of the PCAOB.

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

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

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

2 unchanged sentences

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company’s auditor

Houston, Texas

February 21, 2025

IRON HORSE ACQUISITIONS CORP.

BALANCE SHEETS

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for

We have served as the Company’s auditor

Hong Kong, China

March 31, 2026

Healthy Food Tech Group Corp.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

Current Assets

Prepaid expenses and other current assets

Prepaid insurance

Cash and cash equivalents

Accounts receivable

Prepayments and other current assets

Total Current Assets

Marketable securities held in Trust Account

Liabilities and Stockholders’ Deficit

Non-Current Assets

Property and equipment, net

Land use right, net

Intangible asset, net

Operating lease right-of-use asset

LIABILITIES AND STOCKHOLDERS’

Current Liabilities

Accounts payable

Accrued expenses

Accrued offering costs

Income taxes payable

Overallotment liability

Promissory note

Promissory note – related party

Accrued expenses and other current liabilities

Advances from customers

Income tax payable

Operating lease obligation, current

Notes payable

Notes payable –

related parties

Total Current Liabilities

Deferred underwriting fee payable

Non-Current Liabilities

Operating lease obligation, noncurrent

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES (NOTE 11)

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

Stockholders’ Deficit

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

STOCKHOLDERS’

Common stock, $0.0001 par value;

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

160,000,000 shares authorized;

52,234,983 and 47,689,349 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital

Accumulated deficit

( 4,143,958 )

( 2,690,206 )

Total Stockholders’ Deficit

( 4,143,761 )

( 2,690,006 )

Total Liabilities and Stockholders’ Deficit

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

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

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

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

Founder Shares (Note 6).

The accompanying notes are an integral part

of these financial statements.

IRON HORSE ACQUISITIONS CORP.

STATEMENTS OF OPERATIONS

For the Year Ended

Formation and operational costs (1)

Loss from operations

( 1,709,829 )

Other income:

Interest earned on marketable securities held in Trust Account

Change on overallotment liability

Lawsuit settlements

Total other income

Income (Loss) before provision for income taxes

Provision for income taxes

Net income (loss)

$ ( 308,792 )

Basic and diluted weighted average shares outstanding of redeemable shares

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

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

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

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

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

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

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

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

The accompanying notes are an integral part

of these financial statements.

IRON HORSE ACQUISITIONS CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

Common Stock Subject to

Possible Redemption

Total Stockholders’

Balance – December 31, 2022 (1)

$ ( 200,374 )

$ ( 175,374 )

Issuance of founder shares

Sale of units at initial public offering

Sale of 2,457,000 private placement warrants

Fair Value of public warrants at issuance

Fair value of rights included in public units

Allocated value of transaction costs to Common Stock

Issuance of Representative Shares

Remeasurement of Common Stock subject to possible redemption

( 5,533,319 )

( 2,181,040 )

( 7,714,359 )

Balance - December 31, 2023 (1)

$ ( 2,690,206 )

$ ( 2,690,006 )

Remeasurement of Common Stock subject to possible redemption

( 2,829,571 )

( 2,829,574 )

Forfeiture of Founder Shares

Balance – December 31, 2024

$ ( 4,143,958 )

$ ( 4,143,761 )

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

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

The accompanying notes are an integral part

of these financial statements.

IRON HORSE ACQUISITIONS CORP.

STATEMENTS OF

Retained earnings

Accumulated other comprehensive loss

TOTAL STOCKHOLDERS’

TOTAL LIABILITIES AND STOCKHOLDERS’

The accompanying notes are an integral part of

these consolidated financial statements.

Healthy Food Tech Group Corp.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE

For the Years Ended

Cost of revenue

OPERATING EXPENSES

Selling expenses

General and administrative expenses

Research and development costs

Total Operating Expenses

OPERATING INCOME

OTHER INCOME (EXPENSES)

Interest income

Other expenses

Total Other Income, net

INCOME BEFORE INCOME TAXES

Provision for income tax

OTHER COMPREHENSIVE INCOME

Foreign currency translation adjustment

COMPREHENSIVE INCOME

Basic and diluted earnings per share

Basic and diluted weighted average number of shares outstanding

The accompanying notes are an integral part of

these consolidated financial statements.

Healthy Food Tech Group Corp.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Ordinary Shares

Comprehensive

Total Stockholders’

Income (Loss)

Balance –

December 31, 2023

Retroactive application of recapitalization (see Note 3)

Adjusted balance, beginning of period

Capital Contribution

Foreign currency translation adjustment

Balance –

December 31, 2024

Business Combination Financing

Fair value of shares issued for services

Foreign currency translation adjustment

Balance –

December 31, 2025

The accompanying notes are an integral part of

these consolidated financial statements.

Healthy Food Tech Group Corp.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended

Cash flows from operating activities

$ ( 308,792 )

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

Payment of office expenses made by sponsor

Courtesy discount on legal fees

Change in fair value of Overallotment liability

Interest earned on marketable securities held in Trust Account

( 3,526,053 )

Adjustments to reconcile net income to net cash provided by operating activities:

Amortization of shares issued for services

Depreciation and amortization

Amortization of right-of-use assets

Loss on disposal of property and equipment

Provision for inventory shrinkage

Changes in operating assets and liabilities:

Prepaid expenses and other current asset

Short-term prepaid insurance

Accounts receivable

Prepayments and other current assets

Accounts payable

Accrued expenses

Accrued offering cost

Income taxes payable

Net cash used in operating activities

Accrued expenses and other current liabilities

Advances from customers

(21,166,734 )

Income tax payable

Operating lease obligation

Net cash (used in) provided by operating activities

Cash flows from investing activities:

Investment of cash into trust Account

( 69,000,000 )

Cash withdrawn from Trust Account to pay franchise and income taxes

Loan advances to an unrelated third party

Proceeds from loan receivable

Purchase of property and equipment

Purchase of intangible asset

Purchase of other investment

Net cash used in investing activities

( 69,000,000 )

Cash flows from financing activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from promissory note - related party

Proceeds from promissory note

Proceeds from loan payable

Proceeds from sale of private placements warrants

Repayment of promissory note - related party

( 1,014,523 )

Payment of offering costs

Business Combination Financing

Repayment promissory note –

related party

Net cash provided by financing activities

Effect of exchange rates on cash and cash equivalents

Net change in cash and cash equivalents

1 unchanged sentence

Cash and cash equivalents, end of period

Non-Cash investing and financing activities:

Remeasurement of Common Stock subject to possible redemption

Deferred underwriting fee payable

Issuance of representative shares

Issuance of founder shares

Offering costs included in accrued offering costs

Offering costs paid via promissory notes

The accompanying notes are an integral part

of these financial statements.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

DESCRIPTION OF ORGANIZATION AND

BUSINESS OPERATIONS

Iron Horse Acquisitions

(the “Company”) was incorporated in Delaware on November 23, 2021 as a blank check company whose objective is to acquire,

through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination,

one or more businesses or entities (a “Business Combination”).

As of December 31, 2024,

the Company had not yet commenced any operations.

All activity from November 23, 2021 (inception) through December 31, 2024 relates to

the Company’s formation and the Initial Public Offering (the “IPO”), which is described below, and subsequent to the

IPO, identifying a target company for a Business Combination.

The Company has selected December 31 as its fiscal year-end.

The registration statement

for the IPO was declared effective on December 26, 2023.

On December 29, 2023, the Company consummated the IPO of 6,900,000 units (the

“Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”),

which includes the partial exercise by the underwriters of their over-allotment option in the amount of 800,000 Units, at $ 10.00 per Unit,

generating gross proceeds of $ 69,000,000 which is described in Note 3.

Simultaneously with the

closing of the IPO, the Company consummated the sale of 2,457,000 warrants (the “Private Placement Warrants”) at a price of

$ 1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Bengochea SPAC Sponsors I LLC (the “sponsor”),

generating gross proceeds of $ 2,457,000 , which is described in Note 4.

Transaction costs amounted

to $ 4,651,705 consisting of $ 586,500 of cash underwriting fees, $ 2,518,500 of deferred underwriting fees, and $ 1,546,705 of other offering

The Units were listed on

the Nasdaq Global Market tier of The Nasdaq Stock Market LLC (“Nasdaq”).

Pursuant to Nasdaq’s listing rules, the Company’s

initial Business Combination must be with a target business or businesses whose collective fair market value is at least equal to 80 %

of the balance in the trust account at the time of the execution of a definitive agreement for such Business Combination (net of taxes

payable and deferred underwriting commissions), although this may entail simultaneous acquisitions of several target businesses.

is no assurance that the Company will be able to affect a Business Combination successfully.

Following the closing of

the IPO on December 29, 2023, an amount of $ 69,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and

the sale of the Private Placement Warrants was placed in the Company’s trust account (“Trust Account”) with Continental

Stock Transfer & Trust Company acting as trustee (the “Trustee”) and invested in United States government treasury bills,

bonds or notes, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated

under the Investment Company Act until the earlier of (i) the consummation of the Company’s initial Business Combination, (ii) the

redemption of any shares of common stock included in the Units sold in the IPO that have been properly tendered in connection with a stockholder

vote to amend the Company’s certificate of incorporation to modify the substance or timing of its obligation to redeem 100 % of such

shares of common stock if it does not complete its initial Business Combination within 12 months from the closing of the IPO (or 18 months

from the closing of the IPO if the Company extends the time to complete a Business Combination as provided in its amended and restated

certificate of incorporation), provided that, pursuant to the terms of the amended and restated certificate of incorporation and the investment

management trust agreement entered into between the Company and the Trustee, the only way to extend the time available for the Company

to consummate its initial business combination in the absence of a charter amendment is for the sponsor, upon at least five days’

advance notice prior to the applicable deadline, to deposit into the trust account $ 229,770 , or $ 233,600 if the underwriters’ over-allotment

option is exercised in full, or an aggregate of $ 459,540 , or $ 467,199 if the over-allotment option is exercised in full, for each three-month

extension, on or prior to the date of the applicable deadline, and (iii) the Company’s failure to consummate a Business Combination

within the prescribed time.

If the Company is unable to consummate an initial business combination within such time period, the Company

will redeem 100 % of its outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate

amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released

to the Company for taxes (and less up to $ 100,000 of interest which can be used for liquidation expenses) divided by the number of then

outstanding Public Shares, subject to applicable law and as further described herein, and then seek to dissolve and liquidate.

funds in the Trust Account may not protect those funds from third party claims against the Company.

Although the Company will seek to

have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving

any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements.

The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective

acquisitions and continuing general and administrative expenses.

Additionally, certain interest earned on the Trust Account balance may

be released to the Company to pay the Company’s tax obligations.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The Company, after signing

a definitive agreement for the acquisition of a target business and in connection with consummating such a Business Combination, is required

to provide stockholders who acquired shares of common stock sold as part of the Units in the IPO (“Public Stockholders”) with

the opportunity to have the Company redeem their Public Shares for a pro rata share of the Trust Account.

The holders of the Founder Shares

(as defined in Note 6) agreed to vote any shares they then hold in favor of any proposed Business Combination and will waive any conversion

rights with respect to these shares pursuant to letter agreements executed prior to the IPO.

The Company will seek stockholder

approval of any initial Business Combination at a meeting called for such purpose in connection with which Public Stockholders may seek

to convert their Public Shares, regardless of whether they vote for or against the proposed Business Combination.

Alternatively, the Company

may conduct a tender offer and allow conversions in connection therewith.

If the Company seeks stockholder approval of an initial Business

Combination, any Public Stockholder voting either for or against such proposed Business Combination or not voting at all will be entitled

to demand that his Public Shares be converted into a full pro rata portion of the amount then in the Trust Account (initially $ 10.00 per

share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company or necessary

to pay its taxes).

Holders of warrants sold as part of the Units will not be entitled to vote on the Proposed Business Combination and

will have no conversion or liquidation rights with respect to the shares of common stock underlying such warrants.

If the Company is unable

to complete its initial Business Combination and expends all of the net proceeds from the sale of the Private Placement Warrants not deposited

in the Trust Account, without taking into account any interest earned on the Trust Account, the Company expects that the initial per-share

redemption price for the Public Shares will be $ 10.00 .

The proceeds deposited in the Trust Account could, however, become subject to claims

of the Company’s creditors that are in preference to the claims of the Company’s stockholders.

In addition, if the Company

is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it that is not dismissed, the proceeds held in

the Trust Account could be subject to applicable bankruptcy law and may be included in its bankruptcy estate and subject to the claims

of third parties with priority over the claims of the Company’s common stockholders.

Therefore, the actual per-share redemption/conversion

price may be less than $ 10.00 .

On October 25, 2024, the

Company received the resignation of Ms.

Jane Waxman as Chief Financial Officer of the Company effective immediately.

resignation was due to personal reasons and was not the result of any disagreement with the Company on any matter relating to the Company’s

operations, policies or practices.

Waxman will continue to serve as a director of the Company.

On the same date, the Company’s

current Chief Operating Officer, William Caragol, was appointed as the Company’s Chief Financial Officer by the Company’s

board of directors.

Liquidity and Going Concern Consideration

As of December 31, 2024,

the Company had cash of $ 454 and working capital deficit of $ 2,548,172 .

Until the consummation of

an Initial Business Combination, the Company will be using the funds held outside the Trust Account for identifying and evaluating target

businesses, performing due diligence on prospective target businesses, paying for travel expenditures, reviewing corporate documents and

material agreements of prospective target businesses, and structuring, negotiating and completing an Initial Business Combination.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

On October 14, 2024, the

Company issued unsecured promissory note to the Target to pay or cause to be paid, the Acquiror Transaction Expenses, as may be incurred

from time to time and as such expenses become due and payable.

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

on which the Company consummates its initial business transaction or, at the Company’s discretion, if funds allow.

As of December

31, 2024, there was $ 425,013 outstanding under the promissory note.

On December 4, 2024, the Company issued an extension note to the Target

to fund the Company’s extension, which extends the period of time to complete a Business Combination to March 29, 2025.

As of December

31, 2024, there was $ 229,770 outstanding under this note reported in Loan Payable in the accompanying audited balance sheets.

As of December 31, 2024,

the Company had cash of $ 454 and a working capital deficit of $ 2,548,172 .

In connection with the Company’s assessment of going concern

considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards

Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”

management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time,

which is considered to be at least one year from the date that the financial statements are issued as it expects to continue to incur

significant costs in pursuit of its acquisition plans.

In addition, the Company has until March 29, 2025 (or June 29, 2025 if we extend

the period of time to consummate a Business Combination by the full amount of time) (“Combination Period”) to consummate a

Business Combination.

It is uncertain whether the Company will be able to consummate a Business Combination by this time.

If a Business

Combination is not consummated by March 29, 2025 (or June 29, 2025, if extended), there will be a mandatory liquidation and subsequent

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

No adjustments

have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 29, 2025 (or June

29, 2025, if extended).

The Company intends to continue to seek to complete a Business Combination before the mandatory liquidation date.

The Company is within 12 months of its mandatory liquidation date as of the time of filing of this Annual Report on Form 10-K.

Risks and Uncertainties

United States and global

markets are experiencing volatility and disruption following the geopolitical instability resulting from the invasion of Ukraine by Russia

and conflicts in the Middle East and around the Red Sea.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty

Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the

European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals

and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

(SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or

other assistance, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and conflicts in the Middle

East and around the Red Sea and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States,

the United Kingdom, the European Union, Middle East and other countries have created global security concerns that could have a lasting

impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could

lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain

interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect the global

economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned

factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian

invasion of Ukraine, conflicts in the Middle East and around the Red Sea and subsequent sanctions or related actions, could adversely

affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate

an initial business combination.

Inflation Reduction Act of 2022

On August 16, 2022, the

Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a

federal 1 % excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing

corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market

value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations

are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the

same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”)

has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Any redemption or other

repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject

to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination,

extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases

in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and

amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection

with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and

other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder,

the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available

on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Business Combination Agreement

On September 29, 2024, the

Company entered into a business combination agreement, dated as of September 27, 2024 (the “Business Combination Agreement”),

with Rosey Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Seller”)

and the owner of 100 % of the issued and outstanding capital stock of Zhong Guo Liang Tou Group Limited, a company incorporated and existing

under the laws of the British Virgin Islands (the “Target”).

The Business Combination

Agreement provides, among other things, that the Company will purchase from Seller the ordinary shares of the Target in exchange for shares

of the Company’s common stock, par value $ 0.0001 per share (“Common Stock”), as a result of which the Target will become

a wholly owned subsidiary of the Company.

Assuming that holders of Common Stock eligible to have the Company redeem all or a portion of

their shares of Common Stock in connection with the proposals to be presented to the Company’s stockholders at a meeting of such

stockholders (the “Stockholder Meeting”) to approve (the “Stockholders’ Approval”) the Business Combination

Agreement and the transactions contemplated thereby and by the related agreements (the “Transactions”) and certain related

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

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

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

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

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

Representations and Warranties;

The parties to the Business

Combination Agreement have agreed to customary representations and warranties for transactions of this type including representations

and warranties with respect to the Target made by Seller.

In addition, the parties agreed to be bound by certain customary covenants for

transactions of this type, including, among others, covenants with respect to the conduct of the Company and the Target and its subsidiaries

during the period between the execution of the Business Combination Agreement and the Closing.

Each of Seller and the Company also agreed

to use reasonable best efforts to obtain all material consents and approvals of third parties that the parties are required to obtain

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

reasonably request to consummate the Transactions as soon as practicable.

Additionally, the parties have agreed not to facilitate, negotiate

or enter into competing transactions, as further provided in the Business Combination Agreement.

The Company and Seller also

agreed, among other things, that during the period between the execution of the Business Combination Agreement and the Closing, to the

extent permitted by applicable law, they will, and will cause their subsidiaries to, allow the other party and its representatives to

continue to conduct due diligence investigations and examinations of the Target and its subsidiaries (on the part of the Company) or the

Company (on the part of Seller), and cooperate with the other party and its representatives regarding all other due diligence matters,

including document requests.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The Company agreed to take

all action within its power so that immediately following the Closing, the Company’s board of directors will consist of no fewer

than five individuals, two of whom may be designated by the Company’s sponsor, and a majority of whom must qualify as independent

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

agreed to take all action within its power so that immediately following the Closing, the board of directors of the Target and each subsidiary

thereof consist of directors designated in writing by the Company and that complies with applicable law.

Conditions to Each Party’s

Under the Business Combination

Agreement, the obligations of the Company to consummate the Transactions are subject to the satisfaction or waiver of certain closing

conditions, including, without limitation:

(i) the Stockholders’ Approval having been obtained;

(ii) all regulatory approvals, consents,

actions, inactions, or waivers necessary or advisable to lawfully complete the Transactions having been obtained, expired or terminated,

as applicable;

(iii) the registration statement containing the proxy statement/prospectus to be filed by the Company with the Securities

and Exchange Commission (the “SEC”) relating to the shares of Common Stock to be issued pursuant to the Business Combination

Agreement (the “Registration Statement”) becoming effective under the Securities Act of 1933, as amended (the “Securities

Act”), no stop order suspending the effectiveness of the Registration Statement having been issued, and no proceeding seeking such

a stop order having been threatened or initiated by the SEC and not withdrawn;

(iv) the Common Stock to be issued in connection with the

Transactions having been approved for listing on Nasdaq;

(v) no order or law having been issued by any governmental entity, securities

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

prevents or prohibits consummation of the Transactions;

(vi) the representations and warranties of Seller being true and correct, subject

to the materiality standards contained in the Business Combination Agreement;

(vii) material compliance by Seller with its pre-closing

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

(ix) Seller having

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

and (x) the Company having completed and

being reasonably satisfied with its due diligence review of the Target.

Under the Business Combination

Agreement, the obligations of Seller to consummate the Transactions are subject to the satisfaction or waiver of certain closing conditions,

including, without limitation:

(i) the representations and warranties of the Company being true and correct, subject to the materiality

standards contained in the Business Combination Agreement;

(ii) material compliance by the Company with its pre-closing covenants;

(iii) the absence of an Acquiror Material Adverse Effect (as defined in the Business Combination Agreement).

The Business Combination

Agreement provides that it may be terminated, and the Transactions abandoned, under certain customary and limited circumstances, including,

without limitation:

(i) upon the mutual written consent of Seller and the Company;

(ii) by either Seller or the Company if any governmental

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

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

(iii) by Seller within 10 business days after the Company changes its recommendation with respect to the Transaction Proposals;

either Seller or the Company if the Company holds the Stockholder Meeting and the Stockholders’ Approval is not received;

the Company if Seller has not delivered required audited and financial statements of the Target by certain dates;

(vi) by either Seller

or the Company if the other is in breach of any of its representations, warranties, covenants or agreements set forth in the Business

Combination Agreement such that certain conditions to the Closing cannot be satisfied and such breach is not capable of being cured or

is not cured within 30 days after receipt of notice of such breach;

or (vii) by either Seller or the Company if the Closing has not occurred

on or before September 1, 2025.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Neither Seller nor the Company

is required to pay a termination fee or reimburse the other for its expenses as a result of a termination of the Business Combination

Each of them will, however, remain liable for willful and material breaches of the Business Combination Agreement prior to

Trust Account Waiver

Seller agreed that neither

it nor its affiliates will have any right, title, interest or claim of any kind in or to any monies in the Company’s trust account

held for its public shareholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any

distributions therefrom).

Other Agreements

The Business Combination

Agreement provides that, subsequent to the execution and delivery of the Business Combination Agreement, Seller, the Company and the Target

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

will vote its ordinary shares of the Target in favor of the Business Combination Agreement (including by execution of a written consent)

and the Transactions, and that it will take such other actions as may be necessary to further its performance of the Business Combination

Agreement and the consummation of the Transactions (the “Shareholder Support Agreement”).

The Business Combination

Agreement also provides that, subsequent to the execution and delivery of the Business Combination Agreement, Seller, the Company and

the Company’s sponsor will enter into a voting support agreement pursuant to which, among other things, the sponsor will agree that

it will not transfer and will vote its shares of Common Stock and the Company’s preferred stock, or any additional shares of Common

Stock or the Company’s preferred stock that it acquires prior to the Stockholder Meeting, in favor of the Business Combination Agreement

and the Transactions and each of the Transaction Proposals.

The Business Combination

Agreement provides that, subsequent to the execution and delivery of the Business Combination Agreement, Seller will enter into lock-up

agreements with the Company pursuant to which, among other things, Seller will agree that it will not sell, for the period set forth therein,

the shares of Common Stock it receives under the Business Combination Agreement (the “Lock-Up Agreement”).

Finally, the Business Combination

Agreement provides that the Company and Seller will at the Closing enter into a registration rights agreement pursuant to which, among

other things, the Company will agree to provide Seller with certain rights relating to the registration for resale of the shares of Common

Stock it receives under the Business Combination Agreement.

On December 18, 2024, the

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

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

and the owner of 100 % of the issued and outstanding capital stock of CFI, entered into an Amended and Restated Business Combination Agreement

(the “Amended Agreement”).

The material changes that

were included in the Amended Agreement:

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

and warranties;

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

and (iii) updating Section

11.6 to include the additional Acquiror expenses that will be paid by the Seller at the Closing and to include that the Acquiror Financing

Note will remain outstanding if the Closing does not occur due to a Terminating Acquiror Breach, that is not cured, or regulatory action.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Supplemental Cash Flow Information:

Cash paid for income taxes

Cash paid for interest

Supplemental non-cash in investing and financing activities:

Fair value of shares issued in exchange for services to be received

Operating lease right-of-use asset, obtained in exchange for operating lease obligation

De-recognition of operating lease right-of-use asset and operating lease obligation on modified lease

Property and land use rights contributed

The accompanying notes are an integral part of

these consolidated financial statements.

Healthy Food Tech Group Corp.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 –

Description of Business and

Basis of Presentation

The accompanying financial

statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United

States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and

Exchange Commission (the “SEC”).

CN Healthy Food Tech Group Corp and its wholly

owned subsidiaries focus on the high-end health food field driven by AI artificial intelligence technology and biotechnology innovation,

mainly engaged in the research and development, production, and sales of related products.

The group deeply integrates modern biotechnology

with traditional Chinese medicine theory, precisely meeting the market’s growing demand for safe, high-quality, nutritious and healthy

The Company’s operating subsidiaries are

domiciled in the People’s Republic of China (“PRC”) and are collectively referred to as the “PRC Subsidiaries”

and the parent company of the PRC Subsidiaries (“CFI HK”) is domiciled in Hong Kong.

Basis of Presentation and Principles

of Consolidation:

On September 29, 2025 (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 Grain Science Technology Innovative Bio (BVI) Co., Ltd, 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.

The Initial BCA was subsequently amended in December 2024, August 2025, and September 2025 (the “Amended BCA”)

(see Note 3).

On the Closing Date, and in connection with the

closing of the Business Combination, Iron Horse changed its name to CN Healthy Food Tech Group Corp (the “Company”

Healthy”) and the Company’s common stock began trading on the Nasdaq stock market under the ticker symbol UCFI.

was deemed the accounting acquirer to the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification

(“ASC”) 805, Business Combination (“ASC 805”).

The determination was primarily based on Legacy CFI’s

stockholder prior to the Business Combination having the greatest voting interest in the combined company, Legacy CFI’s stockholder

having the ability to control decisions regarding the election and removal of directors and officers of the combined company, Legacy CFI

will comprise the ongoing operations of the combined company, and Legacy CFI’s existing senior management comprising the senior

management of the combined company.

Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy

CFI’s issuing stock for the net assets of Iron Horse, accompanied by a recapitalization.

The net assets of Iron Horse are stated

at historical cost, with no goodwill or other intangible assets recorded.

While Iron Horse was the legal acquirer in the

Business Combination, because Legacy CFI was deemed the accounting acquirer, the historical financial statements of Legacy CFI became

the historical financial statements of the combined company upon the consummation of the Business Combination.

As a result, the consolidated

financial statements included in this report reflect (i) the historical operating results of Legacy CFI prior to the Business Combination;

(ii) the combined results of Iron Horse and Legacy CFI following the closing of the Business Combination;

(iii) the assets and liabilities

of Legacy CFI at their historical cost;

and (iv) the Company’s equity structure for all periods presented.

In accordance with guidance applicable to these

circumstances, the equity structure has been restated in all comparative periods up to the Closing Date to reflect the number of shares

of the Company’s common stock, $0.0001 par value per share, issued to the Legacy CFI stockholder in connection with the recapitalization

As such, the shares and corresponding capital amounts and earnings per share related to Legacy CFI ordinary shares prior

to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination.

The accompanying consolidated financial statements

of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and include the assets, liabilities, revenues, expenses and cash flows of all wholly owned subsidiaries.

References to U.S.

GAAP issued by the Financial Accounting Standards Board (“FASB”) in these accompanying notes to the consolidated financial

statements are to the FASB accounting standards codification (“ASC”).

The accompanying consolidated financial statements

include the accounts of CN Healthy and its wholly owned subsidiaries.

All significant intercompany balances and transactions have been

eliminated upon consolidation.

Note 2 –

Summary of Significant Accounting

Emerging Growth Company:

The Company is an “emerging

growth company,” as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not applicable to emerging growth companies including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its

periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation

and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1)

of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required

to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act

registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply

with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of

the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt

out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued

or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt

the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s

financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted

out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

is an emerging growth company, as defined in the Jumpstart Our Business Startups (“JOBS”) Act.

Under the JOBS Act, emerging

growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such

time as to those standards apply to private companies.

The Company has elected to use this extended transition period for complying with

new or revised accounting standards that have different effective dates for public and private companies until the earlier date that it

(i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period

provided in the JOBS Act.

As a result, these consolidated financial statements may not be comparable to companies that comply with the

new or revised accounting pronouncements as of public company effective dates.

Use of Estimates:

The preparation of the financial

statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues

and expenses during the reporting period.

Making estimates requires

management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation

or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,

could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly

from those estimates.

The preparation

of the consolidated financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated

financial statements.

Making estimates requires management to exercise significant judgment.

Such estimates may be subject to change as

more current information becomes available and accordingly the actual results could differ significantly from those estimates.

least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of

the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one

or more future confirming events.

The Company’s most significant assumptions and estimates relate to the carrying value of accounts receivable,

including the determination of the allowance for credit losses, the net realizable value of inventories, the valuation of nonmonetary

transactions, the useful life and recoverability of long lived assets, the determination of reserves for customer refunds, classification

of warrants, income tax provision, determination of uncertain tax positions, and determination of deferred tax valuation allowances.

estimates are based on assumptions which management believes are reasonable.

The Company evaluates its estimates on an ongoing basis and

makes revisions to these estimates.

Segment Information:

ASC 280, Segment

Reporting (“ASC 280”), defines operating segments as components of an enterprise where discrete financial information

is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources

and in assessing performance.

The Company’s CODM is the chief executive officer, who has ultimate responsibility for the operating

performance of the Company and the allocation of resources.

The CODM uses operating income as the primary measure to manage the business.

The Company determined there are two operating and reportable segments based on the level at which the CODM reviews operating income,

assesses performance and makes decisions regarding resource allocation.

These operating segments are wholesale distribution and live-stream

The wholesale distribution segment focuses on product sales made through the Company’s extensive distributor network.

live-stream sales segment focuses on digital coupon sales for healthcare products and services on behalf of third-party merchants made

through online platforms, primarily live-streaming platforms such as Douyin (TikTok), Meituan and Kuaishou.

Cash and Cash Equivalents:

The Company considers all

short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 454 and

$ 656,977 in cash as of December 31, 2024 and 2023, respectively, and no cash equivalents.

Marketable Securities Held in Trust Account

and cash equivalents consists of cash and fixed deposits held at banks, both of which are highly liquid and has original maturities of

three months or less and is unrestricted as to withdrawal or use.

The Company maintains cash and cash equivalents

in excess of insured limits of RMB 500,000 ($71,465 at December 31, 2025) per financial institutions located in the PRC and $250,000 per

financial institution located in the United States.

The Company makes such deposits with financial institutions it believes are of high

credit quality and has not experienced losses on these deposits as of December 31, 2025.

Management believes the Company is not exposed

to significant risks on such deposits.

The amounts over these insured limits as of December 31, 2025 was RMB 230,476,590 ($32,942,169

at December 31, 2025).

Customer and Supplier Concentration Risk

The Company controls credit

risk through credit approvals, requirement for customer advances, credit limits and monitoring procedures.

The Company performs in-depth

credit evaluations on customers or requires a customer deposit to be paid in advance of delivering our performance obligation.

enters into distribution agreements with each of its distributors in its wholesale distribution segment that are typically for two years.

These agreements set forth the terms of the business relationship, the Company’s requirements for a distributors business practices,

required compliance measures, minimum purchase volumes, if any, the Company’s commitment to provide marketing and promotion support

to the distributor, and exclusivity requirement to only sell the Company’s products to the distributor’s customers.

The Company maintains a low concentration risk,

with no single customer contributing more than 10% of total revenue for the years ended December 31, 2025 and 2024, or 10% of accounts

receivable as of December 31, 2025 and 2024.

The Company currently

obtains inventory from approximately twelve suppliers.

The Company formalizes the relationship with suppliers through three-year supply

agreements, which establish clear responsibilities regarding product specifications, production standards, delivery obligations, and quality

The Company sources each of its products from two to three different suppliers to minimize disruption to its supply chain

if one supplier were to encounter production issues.

The Company evaluates each potential supplier through on-site assessments of the

supplier’s scale, technical capability, production capacity, and delivery timelines to ensure a potential supplier meets the Company’s

quality standards.

Access to sufficient capacity from these suppliers in periods of high demand may be limited, as the Company may not

account for a significant part of a supplier’s business.

If the Company were to change or add additional suppliers, the Company’s

on-site assessment process could prevent or delay product shipments that could negatively affect the Company’s results of operations.

Two suppliers each contributed over 10% of the

Company’s total procurement, with individual contributions of 37.7% and 21.9% for the year ended December 31, 2025 and four suppliers

each contributed over 10% of the Company’s total procurement, with individual contributions of 23.7%, 20.3%, 12.6% and 10.8% for

the year ended December 31, 2024.

Reliance on these suppliers may negatively affect

the Company’s production if the inventory varies in reliability or quality.

If the Company is unable to obtain timely deliveries

of sufficient quantities of acceptable quality or if the supplier’s prices increase, results of operations could be harmed.

Accounts Receivable and Allowance for Credit

Accounts receivable are stated at the historical carrying amount net of an allowance for expected credit losses, if any.

The Company also adopted this guidance for other receivables.

To estimate expected credit losses, the Company has identified the relevant

risk characteristics of its customers and the related receivables.

The Company considers the past collection experience, current economic

conditions, future economic conditions (external data and macroeconomic factors) and changes in the Company’s customer collection

The allowance for credit losses and corresponding receivables are written off when they are determined to be uncollectible.

of December 31, 2025 and 2024, no allowance for credit losses was required.

Other Receivables:

Other receivables

consist of amounts paid on behalf of employees which are expected to be either repaid by the employee or recoverable through statutory

offsets within the next 12 months.

Prepaid and other current assets:

and other current assets consist of funds deposited for future finished goods, services purchased from suppliers, or amounts paid on behalf

of employees, all of which are expected to be either repaid by the employee or recoverable through statutory offsets within the next 12

Certain of the Company’s suppliers require deposits as a guarantee that the Company will complete its purchases to secure

a specific purchase price.

Inventories :

Inventories, consisting

of finished goods, are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value.

The valuation

of inventories requires the Company to estimate obsolete or excess inventory as well as inventory that is not of saleable quality.

Company employs a variety of methodologies to determine the net realizable value of its inventory.

While a portion of the calculation

to record inventory at its net realizable value is based on the age of the inventory and lower of cost or net realizable value calculations,

a key factor in estimating obsolete or excess inventory requires the Company to estimate the future demand for its products.

demand is less than the Company’s estimates, impairment charges, which are recorded to cost of sales, may need to be recorded in

future periods.

Inventory in excess of saleable amounts is not valued, and the remaining inventory is valued at the lower of cost or net

realizable value.

As of December 31, 2025 and 2024, an allowance for obsolete or slow-moving inventory was not required.

The Company recorded a provision for inventory

shrinkage of $114,144 and $121,223 for the years ended December 31, 2025 and 2024, respectively.

Property and equipment, net:

Company’s property consists of a building recorded at fair value that was contributed by a stockholder (see Note 12) and is being

depreciated using the straight-line method over the following estimated useful lives:

Leasehold improvements

The cost of repairs and maintenance is expensed

as incurred, while the costs of major replacements and improvements are capitalized.

When assets are retired or disposed of, the cost

and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition.

Land Use Right, net :

the laws of the PRC, the government owns all land in the PRC.

Companies or individuals are authorized to possess and use the land only

through land use rights granted by the Chinese government.

The land use rights contributed to the Company are recorded at fair value (see

Note 12) and are being amortized using the straight-line method over the lease term of approximately 32 years.

Intangible Asset, net:

asset consists of a definite-lived trademark.

The trademark is being amortized using the straight-line method over its estimated useful

life of ten years.

The Company carries intangible assets at cost less accumulated amortization.

Investment in equity securities:

Investment in equity securities without readily determinable fair values are accounted for in accordance with ASC 321, Investment in

Equity Securities (“ASC 321”), under either the measurement alternative method or as an equity method investment.

Measurement Alternative Method:

in equity securities that either (i) do not provide the Company with control or significant influence or (ii) do not have risk and reward

characteristics that are substantially similar to an investment in the investee’s common stock.

The Company records such investments

under the measurement alternative method pursuant to ASC 321 as these investments do not have readily determinable fair values.

the measurement alternative method, the Company records the investment at cost less impairment losses, if any, unless it identifies observable

price changes in orderly transactions for the identical or a similar investment of the same issuer, in which case the Company will measure

its investments at fair value as of the date that the observable transaction occurred.

Such investments are presented as Other Investments

on the consolidated balance sheets and any impairment recognized related to these investments are presented as Impairment of other investments,

a component of other income (expense), net in the consolidated statements of income and comprehensive income.

Equity Method:

The Company utilizes the

equity method to account for investments when it possesses the ability to exercise significant influence, but not control, over the operating

and financial decisions of the investee.

Generally, the ability to exercise significant influence is presumed when the investor possesses

more than 20% of the voting interests of the investee.

This presumption may be overcome based on specific facts and circumstances that

demonstrate that the ability to exercise significant influence is not present.

The Company applies the equity method to investments in

common stock and to other investments in nonconsolidated entities that have risk and reward characteristics that are substantially similar

to an investment in the investee’s common stock.

The Company subsequently adjusts the carrying

amount of the equity method investment by the Company’s proportionate share of the net earnings or losses and other comprehensive

income or loss of the investee based on the Company’s percentage of common stock or in-substance common stock ownership during the

respective reporting period.

The Company records its share of the results of equity method investees and any impairment related to

equity method investments as earnings or losses from investments in equity method investees, net of tax in the consolidated statements

of income and comprehensive income.

In the event that net losses of the investee reduce the carrying amount to zero, additional net losses

may be recorded if the Company has other investment or other outstanding loans and advances to the investee and would be determined based

on the Company’s proportionate share of the respective class of securities.

During April 2025, the Company acquired

a 5.0% equity interest in a privately held household appliance enterprise in exchange for RMB 1,000,000 ($137,588 at the date of acquisition

and $142,931 at December 31, 2025) and recorded it as a component of Other asset on the accompanying consolidated balance sheets at cost

under the measurement alternative method as the investment does not provide the Company with control or significant influence nor does

the investment have risk and reward characteristics that are substantially similar to an investment in the investee’s common stock.

Impairment of Long-Lived Assets:

In accordance with ASC 360, Impairment or Disposal of Long-Lived Assets (“ASC 360”), the Company reviews the carrying

values of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may

not be recoverable.

Based on the existence of one or more indicators of impairment, the Company measures any impairment of long-lived

assets using the projected discounted cash flow method at the asset group level.

The estimation of future cash flows requires significant

management judgment based on the Company’s historical results and anticipated results and is subject to many factors.

rate that is commensurate with the risk inherent in the Company’s business model is determined by its management.

An impairment

loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable.

The impairment to

be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets.

No impairment

of long-lived assets was recorded by the Company as of December 31, 2025 and 2024.

Advances from Customers:

from customers consist of deposit payments from customers for inventories that were not yet shipped as of period end and is expected to

be shipped within the next 12 months.

The Company will recognize the advances from customers as revenue as inventories are shipped and

title to the assets is transferred to customers in accordance with the Company’s revenue recognition policy.

Revenue Recognition:

The Company’s

revenue arrangements primarily consist of a single performance obligation to transfer promised goods or services to a customer.

Substantially

all of the performance obligations are satisfied at a point in time rather than over time when title, risks and rewards of ownership,

and subsequently control have transferred to the customer.

Wholesale distribution segment

Revenue primarily represents the sale of inventories

to distributors.

Revenue, which includes shipping and handling charges billed to the distributor, is recognized at the time the product

is shipped to a distributor and is reported net of variable consideration, including applicable discounts, estimated returns, and allowances.

The Company determined minimum purchase volumes

required by the distributor agreements, if any, do not provide a distributor a material right that gives rise to a separate performance

obligation as there are no discounts or other incentives provided in the distributor agreement.

The Company’s performance obligation

is created as new orders are received from the distributor.

The Company is not obligated to transfer any products until the distributor

submits an order specifying the quantity of products it wishes to purchase, which represents an option to purchase additional goods, not

variable consideration.

As a result, the Company recognizes revenue at the time control of the products ordered transfers to the distributor.

The Company determined that any variable consideration

related to a potential shortfall to a minimum purchase volume at the end of the distributor agreements was deemed to be fully constrained

at inception and therefore excluded from the initial transaction price due to the high degree of uncertainty and risk associated with

these potential payments as the Company determined that it could not assert that it was probable that a significant reversal in the amount

of revenue recognized would not occur.

The Company will recognize any remaining revenue associated with a shortfall to a minimum purchase

volume during the period the Company can assert that it is probable that a significant reversal in the amount of revenue recognized would

The Company reviews its variable consideration estimates at the end of each quarter.

As of December 31, 2025 and 2024, the

Company could not assert that it was probable that a significant reversal in the amount of revenue recognized would not occur for a potential

shortfall to the minimum purchase volume at the end of the in place distributor agreements, which have a remaining term of twelve months.

The Company principally relies on historical experience,

specific distributor agreements, and anticipated future trends to estimate variable consideration at the time of sale and to reduce the

transaction price.

The Company has no obligations related to discounts, returns, and allowances recorded on its consolidated balance sheets

as of December 31, 2025 and 2024.

Live-stream sales segment

Revenue primarily represents the sale of digital

coupons to customers for goods or services (or for discounts on goods or services) to be provided by third-party merchants.

has determined that it is the principal in these transactions because it has discretion in establishing the pricing of the digital coupons.

Revenue is recognized at the time the customer redeems the digital coupon for goods or services (or for discounts on goods or services)

from the third-party merchant as that is the timing for when the Company’s obligations to the customer are satisfied.

reported net of variable consideration, including estimated refunds and service fees

The Company principally relies on historical experience,

specific customer agreements, and anticipated future trends to estimate estimated refunds and service fees at the time of sale and to

reduce the transaction price.

The Company has no obligations related to service fees and refunds recorded on its consolidated balance

sheets as of December 31, 2025 and 2024.

There were no acquisition costs associated with

obtaining customers in either segment and there were insignificant amounts owed to third-party merchant for the goods or services to be

provided at the time the digital coupon is redeemed as of December 31, 2025 and 2024.

Cost of Revenue:

Cost of revenue

consists primarily of the cost of inventories, warehousing and distribution costs such as inbound freight charges, purchasing and receiving

Research and Development Expense:

Research and development costs did not meet the requirements to be recognized as an asset as the associated future benefits were at best

uncertain and there was no alternative future use at the time the costs were incurred.

Research and development costs mainly consist of

labor costs, including salaries and benefits, material costs, testing costs, and other expenses.related to the Company’s investment

into the development of new products and services.

Advertising Costs:

The Company expenses

the costs of advertising as incurred.

There was $832,329 and $191,551 of advertising expenses incurred for the years ended December

31, 2025 and 2024, respectively, and included within selling expenses on the accompanying consolidated statements of income and comprehensive

The Company’s determination

of whether an arrangement contains a lease is based on an evaluation of whether the arrangement conveys the right to use and control specific

property or equipment.

The Company leases office space under an operating lease primarily having an initial term of approximately

The Company records a lease liability and corresponding

right-of-use asset at lease commencement for identified leases at the lease commencement date, which is generally when the Company takes

possession of the asset.

Lease agreements may contain adjustments to lease payments based on fixed escalation clauses, an index or a rate.

Lease agreements may also require the Company to pay real estate taxes, insurance, common area maintenance, and other costs, collectively

referred to as operating costs, in addition to lease payments.

Lease agreements also may contain lease incentives, such as tenant improvement

allowances and rent holidays.

Lease agreements can include one or more options to renew or extend the initial lease term.

of a lease renewal option is generally at the Company’s sole discretion.

The Company’s lease agreements do not contain any

material residual value guarantees or material restrictive covenants.

Leases are classified as either finance leases

or operating leases.

A lease is classified as a finance lease if any one of the following criteria are met:

the lease transfers ownership

of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised,

the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds

substantially all of the fair value of the asset.

A lease is classified as an operating lease if it does not meet any one of these criteria.

The lease liability is initially measured at the

present value of the minimum fixed lease payments over the expected lease term, which includes options to extend or terminate the lease

agreement when it is reasonably certain those options will be exercised, using the Company’s discount rate as of lease commencement.

Minimum fixed lease payments are discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined,

the Company’s incremental borrowing rate.

Generally, the Company cannot determine the interest rate implicit in the lease because

it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs.

Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease.

The Company’s incremental

borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease

payments under similar terms.

Because the Company does not generally borrow on a collateralized basis, it uses the loan prime rate announced

by the Bank of China as its incremental borrowing rate.

The Company accounts for fixed lease and non-lease components

of a lease as a single lease component.

Therefore, minimum lease payments used to measure the lease liability include all of the fixed

consideration in the contract.

Variable lease payments associated with the Company’s

leases are recognized upon the occurrence of the event, activity, or circumstance in the lease agreement on which those payments are assessed.

Variable lease payments are presented in the accompanying consolidated statements of income and comprehensive income in the same line

item as expense arising from fixed lease payments, which is generally within general and administrative expenses.

Leases with an initial term of 12 months

or less are not recorded on the accompanying consolidated balance sheets and are recognized on a straight-line basis over the lease

term within general administrative costs on the accompanying consolidated statements of income and comprehensive income.

Accumulated Other Comprehensive Income:

Comprehensive income is comprised of net income and all changes to the statement of stockholder’s equity, except those due to investments

by stockholders, changes in paid-in capital and distributions to stockholders.

The Company’s comprehensive income consists of net

income and gains from foreign currency translation adjustments.

The Company evaluates

the appropriate balance sheet classification of warrants issued as either equity or as a derivative liability.

In accordance with ASC

815, Derivatives and Hedging (“ASC 815”), a warrant is classified as equity if it is “indexed to the Company’s

equity”

and meets several specific conditions for equity classification, A warrant is not considered “indexed to the Company’s

equity,”

in general, when it contains certain types of exercise contingencies or potential adjustments to its exercise price.

a warrant is not indexed to the Company’s equity or it has net cash settlement provisions that result in the warrants being accounted

for under ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) or ASC 815, it is classified as a derivative

liability which is carried on the consolidated balance sheets at fair value with any changes in its fair value recognized in the consolidated

statements of income and comprehensive income.

At December 31, 2025, all of the Company’s outstanding warrants were classified as

Capital Contributions:

Contributions

of tangible and intangible assets in which no consideration is exchanged are accounted for as capital contributions in accordance with

ASC 505, Equity (“ASC 505”) and are measured at fair value in accordance with ASC 845, Nonmonetary Transactions (“ASC

Inflation Reduction Act of 2022:

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for,

among other things, a new U.S.

federal 1% excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations

and certain U.S.

domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is

imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is

generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating

the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market

value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of

the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, may be subject to the excise tax.

There were no

transactions subject to this excise tax through December 31, 2025, including redemptions in connection with the Business Combination (see

Note 1 and Note 3).

Income Taxes:

The Company accounts

for income taxes under the provisions of ASC 740, Income Taxes (“ASC 740”), which is an asset and liability approach

that requires recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences

between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets

and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary

differences are expected to be recovered or settled.

Any effect on deferred tax assets and liabilities of a change in tax rates is recognized

in income in the period that includes the enactment date.

ASC 740 prescribes a recognition threshold and

measurement process for accounting for uncertain tax positions and also provides guidance on various related matters such as derecognition,

interest, penalties, and disclosures required.

The Company does not have any entity-level uncertain tax positions.

The Company files income

tax returns in the United States, British Virgin Islands (“BVI”), Hong Kong, and PRC.

The Company’s tax returns remain

open, subject to examination by major tax jurisdictions.

Under the current laws of the United States, CN

Healthy is subject to an income tax rate of 21.0%.

Under the current laws of the BVI, the Company’s

subsidiaries domiciled in BVI are not subject to tax on income or capital gain.

Additionally, upon payment of dividends by the Company’s

subsidiaries domiciled in BVI to its stockholder, no BVI withholding tax will be imposed.

Under the current laws in Hong Kong, the Company’s

subsidiaries domiciled in Hong Kong are subject to a Hong Kong profits tax rate of 16.5%.

Additionally, upon payment of dividends by CFI

HK to its stockholder, no Hong Kong withholding tax will be imposed.

Under the current laws in the PRC, the Company’s

subsidiaries domiciled in the PRC are subject to a 25% enterprise income tax under the Enterprise Income Tax law (“EIT”) of

the PRC with the exception that 15% tax rate under preferential policies applicable to enterprises operating within the Guangdong-Macao

In-Depth Cooperation Zone in Hengqin (Hengqin Cooperation Zone),a designated special economic zone offering targeted tax incentives.

The Company recognizes accrued interest and penalties

related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest

and penalties as of December 31, 2025 and 2024.

The Company is currently not aware of any issues under review that could result in significant

payments, accruals or material deviation from its position.

Earnings per Share:

Basic earnings

per share is computed by dividing net income by the weighted average number of common shares outstanding during the period, excluding

the effects of any potential dilutive securities.

Diluted earnings per share is computed similar to basic earnings per share except that

the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common

share equivalents had been issued and if the additional common shares were dilutive.

Earnings per share excludes all potential dilutive

shares of common shares if their effect is anti-dilutive.

calculation of diluted earnings per share does not consider the effect of the warrants assumed during the Business Combination (see Note

1 and Note 3) as the exercise of these warrants are contingent upon the occurrence of future events ,nor the shares of common stock that

the holders of the promissory notes could elect to receive (see Note 8 and Note 9) as the conversion formula is not defined.

Foreign Currency and Foreign Currency Translation:

The consolidated financial statements of the Company are presented in the reporting currency of the U.S dollar (“USD”).

functional currency for each entity included in these consolidated financial statements is the applicable local currency used in the primary

economic environment of the respective entity.

The Company’s entities domiciled in the PRC and Hong Kong maintain their books in

Chinese Renminbi (“RMB”) and Hong Kong Dollar (“HKD”), respectively, while the entities domiciled in the United

States and BVI maintain their books and records in USD.

For each entity whose functional currency is not the USD, assets and liabilities

are translated into the reporting currency using the exchange rate in effect at the balance sheet dates.

Equity transactions are translated

using the historical exchange rate in effect on the date of the transaction, except for the change in retained earnings during the year,

which is the result of the operations translation process.

Results of operations and cash flows are translated using the weighted average

exchange rates in effect during the period.

As a result, amounts relating to the assets and liabilities reported on the consolidated statements

of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets.

Translation adjustments resulting from the process

of translating the local currency financial statements into the reporting currency are recorded as a component of comprehensive income

The translation adjustment for the years ended December 31, 2025 and 2024 was a gain of $757,967 and a loss of $120,722, respectively.

Remeasurement gains and losses from transactions

that are not denominated in the functional currency are recorded as other income (expenses) in the consolidated statements of income and

comprehensive income.

All of revenue transactions are transacted in the respective entity’s functional currency.

As of December

the Company invested substantially all the assets held in the Trust Account in U.S.

Treasury Bills.

The Company accounts for its marketable

securities as trading securities under ASC 320, where securities are presented at fair value on the balance sheets and with unrealized

gains or losses, if any, presented on the statements of operations.

From inception through December 31, 2024, the Company withdrew $ 3,338

of interest earned on the Trust Account.

As of December 31, 2024 and 2023, the assets held in Trust Account amounted to $ 72,752,485 and

$ 69,000,000 , respectively.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Concentration of Credit Risk

Financial instruments that

potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution that, at times, may

exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

The Company has not experienced losses on this account and

management believes that the Company is not exposed to significant risks on such account.

31, 2025, the Company has not entered into any material transaction in a currency other than its functional currency since inception.

Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.

Translation of amounts from the functional currency

into the reporting currency has been made at the following exchange rates for the respective periods:

For the Years Ended

Average exchange rate:

Period exchange rate:

Fair Value of Financial Instruments:

The fair value of the Company’s

assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Franchise Tax

Delaware, where the Company

is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to do business, or which

are otherwise doing business, in Delaware.

Delaware franchise tax is based on authorized shares or on assumed par and non-par capital,

whichever yields a lower result.

Under the authorized shares method, each share is taxed at a graduated rate based on the number of authorized

For the year ended December 31, 2024 and 2023, the Company incurred $ 168,258 and $ 5,382 of franchise tax, respectively.

The Company accounts for

income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both

the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future

tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established

when it is more likely than not that all or a portion of deferred tax assets will not be realized.

As of December 31, 2024 and 2023, the

Company’s deferred tax asset of $ 281,337 and $ 82,463 , respectively, had a full valuation allowance recorded against it.

The Company’s

effective tax rate was 35.18 % and 0.07 % for the year ended December 31, 2024 and 2023, respectively.

The effective tax rate differs from

the statutory tax rate of 21 % for the year ended December 31, 2024 and 2023, due to the valuation allowance on the deferred tax assets

related to organization expenses and the change in fair value of over-allotment option liability.

ASC 740 also clarifies the

accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold

and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and

The Company recognizes accrued

interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts

accrued for interest and penalties as of December 31, 2024 and 2023.

The Company is currently not aware of any issues under review that

could result in significant payments, accruals or material deviation from its position.

The Company has identified

the United States as its only “major” tax jurisdiction.

The Company has been subject to income taxation by major taxing authorities

since inception.

These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax

jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of

unrecognized tax benefits will materially change over the next twelve months.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The provision for (benefit

from) income taxes for the year ended December 31, 2024 and 2023 was $ 746,540 and $( 226 ), respectively, and income taxes payable as of

December 31, 2024 was $ 746,314 .

Offering Costs

The Company complies with

the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”.

offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly

related to the IPO.

Offering costs were allocated to the separable financial instruments issued in the IPO based on relative fair value

basis, compared to total proceeds received.

Offering costs allocated to the Public Shares were charged to temporary equity and offering

costs allocated to Public Rights and Warrants were charged to stockholders’ deficit at the completion of the IPO.

Redeemable Share Classification

The Public Shares contain

a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation or if there

is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99,

the Company classifies Public Common Stock subject to redemption outside of permanent equity as the redemption provisions are not solely

within the control of the Company.

The Public Shares sold as part of the Units in the IPO were issued with other freestanding instruments

(i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds

determined in accordance with ASC 470-20.

The Company recognizes changes in redemption value immediately as it occurs and will adjust

the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing

of the IPO, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value

of redeemable shares will result in charges against additional paid-in capital and accumulated deficit.

Accordingly, as of December 31,

2024 and 2023, Common Stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’

deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and

adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Increases or decreases

in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated deficit.

820, Fair Value Measurements and Disclosures (“ASC 820”), clarifies that fair value is an exit price, representing the amount

that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing

an asset or liability.

As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes

the inputs used in measuring fair value as follows:

Inputs based on unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data.

Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The inputs are both unobservable for the asset and liability in the market and significant to the overall fair value measurement.

An asset’s or liability’s fair value

measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Assets and liabilities measured at fair value

are based on one or more of the following techniques noted in ASC820:

● Market approach:

Prices and other relevant information

generated by market transactions involving identical or comparable assets or liabilities.

● Cost approach:

Amount that would be required to

replace the service capacity of an asset (replacement cost).

● Income approach:

Techniques to convert future amounts

to a single present value amount based upon market expectations (including present value techniques, option pricing, and excess earnings

The Company believes its valuation methods are

appropriate and consistent with other market participants, however the use of different methodologies or assumptions to determine the

fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The Company’s

financial instruments with a carrying value that approximates fair value consist of cash and cash equivalents, accounts receivable, prepayments

and other current assets, accounts payable, accrued expenses and other current liabilities, advances from customers and income tax payable

because of the short-term nature or expected settlement dates of these instruments.

The Company does not have any financial instruments,

assets or liabilities that have recurring fair value measurements.

Government Contribution Plan:

to the laws applicable to companies organized under the laws of the PRC, the PRC Subsidiaries are required to participate in a government-mandated

multi-employee defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees.

Chinese labor regulations require the PRC Subsidiaries to pay to the local labor bureau a monthly contribution rate based on the monthly

basic compensation of qualified employees.

The relevant local bureau is responsible for meeting all retirement benefit obligations and

there are no further commitments beyond the monthly contribution for the PRC Subsidiaries.

Reclassifications:

Certain prior

period presentation and disclosures were reclassified to ensure comparability with current period presentation.

The reclassifications

have not change the results of operations of the prior period.

Recent Accounting Pronouncements, adopted:

ASU 2023-09, Income Taxes:

Improvements to

Income Tax Disclosures (“ASU 2023-09”), requires disclosures of specific categories in the rate reconciliation and additional

information for reconciling items that meet a quantitative threshold.

The amendment also includes other changes to improve the effectives

of income tax disclosures, including further disaggregation of income taxes paid for individually significant jurisdictions.

is effective for fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-09 for the year ended December 31, 2025

on a prospective basis.

Accordingly, the expanded disclosures are provided for the year ended December 31, 2025 while prior period disclosures

have not been retroactively adjusted and continue to be presented under the previous disclosure requirements.

As this update only impacts

disclosures, its adoption did not have a material impact on the Company’s consolidated financial position, results of operations,

or cash flows.

See Note 14 for additional information.

ASU 2024-02, Codification Improvements-Amendments

to Remove References to the Concepts Statements (“ASU 2024-02”) updates accounting standards for revenue recognition (ASC

606), lease accounting (ASC 842), and impairment of long-lived assets (ASC 360).

ASU 2024-02 provides enhanced guidance for estimating

variable consideration, accounting for contract modifications, determining lease terms, and simplifying impairment testing for long-lived

It also introduces increased disclosure requirements for financial instruments and derivatives.

ASU 2024-02 is effective

for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2024-02 on January 1, 2025

and its adoption did not have a material effect on the Company’s consolidated financial position, results of operations, or cash

Recent Accounting Pronouncements, not yet

ASU 2024-03, Disaggregation of Income Statement

Expenses (“ASU 2024-03”), requires public companies to disaggregate key expense categories, such as inventory purchases,

employee compensation and depreciation in their financial statements.

This aims to improve investor insight into company performance.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December

15, 2027, with early adoption permitted.

The Company is currently evaluating the impact, if any, adoption will have on its consolidated

financial statements and disclosures.

ASU 2025-05, Financial Instruments –

Credit Losses:

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), provides a practical

expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted

for under ASC 606, Revenue from Contracts with Customers .

Under ASU 2025-05, entities may assume that current conditions as of

the balance sheet date do not change the remaining life of the asset.

ASU 2025-05 is effective for fiscal years beginning after December

15, 2025, with early adoption permitted.

The Company is currently evaluating the impact, if any, adoption will have on its consolidated

financial statements and disclosures.

ASU 2025-11, Interim Reporting:

Improvements (“ASU 2025-11”), provides clarity about the current requirements for interim reporting.

ASU 2025-11 is effective

for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods, with

early adoption permitted.

The Company is currently evaluating the impact, if any, adoption will have on its consolidated financial statements

and disclosures.

ASU 2025-12, Codification Improvements

(“ASU 2025-12”), represent changes to the ASC that clarify, correct errors or make minor improvements, making the ASC easier

to understand and apply.

ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim reporting periods within

those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact, if any, adoption will have

on its consolidated financial statements and disclosures.

The Company has evaluated other new accounting

standards issued by the FASB and SEC that are not yet effective.

Management does not expect these standards to have a material impact

on the Company’s consolidated financial position or results of operations.

Note 3 –

Reverse Recapitalization

On September 29, 2025, Legacy CFI and Iron Horse

consummated the merger contemplated by the BCA, with Legacy CFI surviving the merger as a wholly owned subsidiary of Iron Horse.

the closing of the Business Combination, Iron Horse’s certificate of incorporation was amended and restated to, among other things,

increase the total number of authorized shares of capital stock to 200,000,000 shares, of which 160,000,000 were designated common stock,

$0.0001 par value per share, and of which 40,000,000 shares were designated preferred stock, $0.0001 par value per share.

Upon the consummation of the Business Combination,

(i) the Legacy CFI ordinary share issued and outstanding was cancelled and converted into 47,689,349 shares of the Company’s common

stock and (i) the holders of Iron Horse rights to receive one-fifth of one share of the Company’s common stock upon consummation

of a Business Combination were issued 1,379,983 shares of the Company’s common stock.

Outstanding warrants to purchase Iron Horse common

stock will remain outstanding at the Closing Date.

The warrants will become exercisable 30 days after the completion of the Business Combination

and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation (see Note 11).

Certain Iron Horse shareholders exercised their

right to redeem certain of their outstanding shares for cash resulting in the redemption of 6,701,349 shares of Iron Horse common stock

for gross redemption payments of approximately $71,066,578, which were paid during September 2025 and October 2025.

The Business Combination is accounted for as a

reverse recapitalization in accordance with US GAAP.

Under this method of accounting, Iron Horse was treated as the “acquired”

company for financial reporting purposes (see Note 1).

Accordingly, for accounting purposes, the Business Combination was treated as the

equivalent of Legacy CFI issuing stock for the net assets of Iron Horse, accompanied by a recapitalization.

The net assets of Iron Horse

are stated at historical cost, with no goodwill or intangible assets recorded.

The Business Combination represents a reverse

acquisition for federal income tax purposes in the United States.

Prior to the Business Combination, Iron Horse filed separate standalone

federal, state and local tax returns and Legacy CFI did not file any federal, state or local tax returns as there were no operations based

in the United States.

As a result of the Business Combination, Legacy CFI will file a full year consolidated income tax return in the

year the Business Combination closes, with Iron Horse joining in the return the day after the Closing Date.

The number of shares of common stock issued immediately

following the consummation of the Business Combination were:

Common stock, outstanding prior to Business Combination

redemption of Iron Horse shares of common stock

Iron Horse shares of common stock

Shares issued to holders of Iron Horse rights

Legacy CFI shares

Shares issued in connection with consulting agreements (see Note 10)

Total shares of common stock after Business Combination and as of December 31, 2025

Lock-Up Arrangements:

Certain former

stockholders of Legacy CFI and Iron Horse have agreed to lock-up restrictions regarding the future transfer shares of common stock.

shares may not be transferred or otherwise disposed of for a period of six months through March 2026, subject to certain exceptions.

Transaction Costs:

Transaction costs

incurred in connection with the Business Combination totaled approximately $5,907,000, including compensation owed to the Sponsor in the

amount of $2,000,000 as provided in the Amended BCA, which were charged to additional paid-in capital during the year ended December 31,

As December 31, 2025, approximately $3,476,000 of transaction costs were not paid and included on the accompanying consolidated

balance sheets as part of accounts payable, accrued expenses and other current liabilities, notes payable and notes payable, related parties.

Note 4 –

Significant Balance Sheet Components

Prepaid and other current assets is summarized

as follows as of December 31:

Advisory services through share issuance (see Note 10)

Prepayments to suppliers and vendors

Prepaid insurance

Other current assets

Total prepaid expenses and other current assets

Accrued expenses and other current liabilities

is summarized as follows as of December 31:

Accrued transaction costs due to Sponsor (see Note 3)

Accrued vendor and supplier invoices

Other taxes payable

Total accrued expenses and other current liabilities

Note 5 –

Property and equipment,

Property and equipment, net is summarized as follows

as of December 31:

and 2023, the common stock subject to possible redemption reflected in the balance sheets are reconciled in the following table:

Gross proceeds

Proceeds allocated to Public Warrants

Proceeds allocated to Public Rights

( 3,283,710 )

Proceeds allocated to over-allotment option

Common Stock issuance cost

( 4,376,044 )

Remeasurement of carrying value to redemption value

Common Stock subject to possible redemption, December 31, 2023

Remeasurement of carrying value to redemption value

Common Stock subject to possible redemption, December 31, 2024

Net Income (Loss) per Common Stock

The Company complies with

accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income (loss) per share of Common

Stock is computed by dividing net income (loss) by the weighted average number of shares of Common Stock outstanding for the period.

Remeasurement

of carrying value to redemption value of redeemable shares of Common Stock is excluded from income (losses) per share as the redemption

value approximates fair value.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The calculation of diluted

income (loss) per share does not consider the effect of the rights and warrants issued in connection with the (i) IPO, and (ii) the private

placement as the exercise of the rights and warrants are contingent upon the occurrence of future events.

As of December 31, 2024, the

rights and warrants are exercisable to purchase 1,380,000 and 9,357,000 shares of Common Stock, respectively, in the aggregate.

average of these shares was excluded from the calculation of diluted net income (loss) per share of Common Stock as the inclusion of such

rights and warrants would be anti-dilutive.

The rights and warrants cannot be converted to shares of Common Stock prior to an initial

Business Combination;

therefore, they have been classified as anti-dilutive.

The following table reflects the calculation of

basic and diluted net income (loss) per share of Common Stock (in dollars, except per share amounts):

For the Year Ended

December 31, 2024

December 31, 2023

Non-redeemable

Basic net income (loss) per common stock

Allocation of net income (loss)

$ ( 296,407 )

Basic weighted average shares outstanding

Basic net income (loss) per common stock

Diluted net income (loss) per common stock

Allocation of net income (loss)

$ ( 296,776 )

Diluted weighted average shares outstanding

Diluted net income (loss) per common stock

Derivative Financial Instruments

The Company evaluates its

financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance

with FASB ASC Topic 815, “Derivatives and Hedging”.

Derivative instruments are initially recorded at fair value on the grant

date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations.

The classification

of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end

of each reporting period.

Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether

or not net-cash settlement or conversion of the instruments could be required within 12 months of the balance sheet date.

31, 2023, the over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares

and was accounted for as a liability pursuant to ASC 480.

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

115,000 Units expired and the over-allotment option liability was derecognized in the statement of operations.

Warrant Instruments

The Company accounts for

warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms

and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers

whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC

480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments

are indexed to the shares of Common Stock and whether the instrument holders could potentially require “net cash settlement”

in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires

the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while

the instruments are outstanding.

Upon further review of the warrant agreement, management concluded that the warrants issued pursuant

to the warrant agreement qualify for equity accounting treatment.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Recent Accounting Pronouncements

In November 2023, the FASB

issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments

in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided

to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in

the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the

CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding

how to allocate resources.

Public entities will be required to provide all annual disclosures currently required by Topic 280 in

interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments

in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after

December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

Management does not believe

that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying

financial statements.

Note 3 — INITIAL PUBLIC OFFERING

Pursuant to the IPO, the

Company sold 6,900,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of

800,000 Units, at a price of $ 10.00 per Unit.

Each Unit consists of one share of Common Stock, one redeemable warrant (the “Public

Warrants”), and one right to one-fifth of one share of Common Stock upon the consummation of the Company’s initial Business

Combination, so a Warrant holder must hold rights in multiples of five in order to receive shares for all of its rights upon the closing

of an initial Business Combination.

Each Public Warrant is exercisable to purchase one share of Common Stock at an exercise price of $ 11.50 .

Each Public Warrant will

become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire five years after the

completion of the Company’s initial Business Combination or earlier upon redemption or liquidation.

However, if the Company does

not complete its initial Business Combination on or prior to the 12-month period allotted (or up to 18 months if the Company extends the

time to complete a Business Combination as provided in its amended and restated certificate of incorporation) to complete the Business

Combination, the Public Warrants will expire at the end of such period.

If the Company is unable to deliver registered shares of Common

Stock to the holder upon exercise of the Public Warrants during the exercise period, there will be no net cash settlement of the Public

Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described

in the warrant agreement.

Once the Warrants become exercisable, the Company may redeem the outstanding warrants in whole and not in part

at a price of $ 0.01 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the

last sale price of the shares of Common Stock equals or exceeds $ 18.00 per share for any 20 trading days within the 30 -trading day period

commencing at any time after the Public Warrants have become exercisable and ending on the third trading day before the Company sends

the notice of redemption to the Public Warrant holders.

Note 4 — PRIVATE PLACEMENT

Simultaneously with the

closing of the IPO, the sponsor purchased an aggregate of 2,457,000 Private Placement Warrants, at a price of $ 1.00 per Private Placement

Warrant, or $ 2,457,000 in the aggregate, in a private placement.

The terms of the Private Placement Warrants are identical to those of

the Public Warrants, other than as described in Note 7.

The holders have agreed not to transfer, assign or sell any of the Private Placement

Warrants or underlying securities (except to certain permitted transferees) until the completion of the initial Business Combination.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Note 5 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder

Shares, Representative Shares (as defined in Note 7), and Private Placement Warrants, as well as any warrants that may be issued in payment

of Working Capital Loans (as defined in Note 6) made to the Company, are entitled to registration rights pursuant to an agreement signed

prior to or on the effective date of the IPO.

The holders of a majority of these securities are entitled to make up to three demands that

the Company register such securities.

The holders of the majority of the Founder Shares can elect to exercise these registration rights

at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow.

of a majority of the Representative Shares, Private Placement Warrants and warrants issued in payment of Working Capital Loans (or underlying

securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination.

Notwithstanding

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

date of the IPO.

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

filed subsequent to the consummation of a Business Combination;

provided, however, that EF Hutton may participate in a “piggy-back”

registration only during the seven-year period beginning on the effective date of the IPO.

The Company will bear the expenses incurred

in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the

underwriters a 45 -day option from the date of the IPO to purchase up to 915,000 additional Units to cover over-allotments, if any, at

the IPO price less the underwriting discounts and commissions.

On December 29, 2023, the underwriters partially exercised their over-allotment

option for an additional 800,000 Units.

On February 12, 2024, the remainder of the over-allotment option to purchase 115,000 Units expired.

The underwriters were entitled

to a cash underwriting discount of 0.85 % of the gross proceeds of the IPO, or $ 586,500 , paid upon the closing of the IPO.

Additionally,

the underwriters were entitled to a deferred underwriting discount of 3.65 % of the gross proceeds of the IPO, or $ 2,518,500 , payable upon

the closing of an initial Business Combination.

Note 6 — RELATED PARTY TRANSACTIONS

Founder Shares

In November 2021, the Company

issued an aggregate of 5,750,000 shares of Common Stock (the “Founder Shares”) for an aggregate purchase price of $ 25,000 .

In September 2022, 2,875,000 Founder Shares were returned to the Company for no consideration bringing the total issued Founder Shares

to 2,875,000 .

In September 2023, 943,000 Founder Shares were returned to the Company for no consideration bringing the total issued Founder

Shares to 1,932,000 , as retrospectively presented in the financial statements.

In December 2023, the Company determined to issue an additional

32,200 Founder Shares to maintain the proportionate share of the sponsor in the Company, resulting in the sponsor holding 1,964,200 Founder

The Founder Shares included an aggregate of up to 32,200 shares subject to forfeiture by the holders to the extent that the underwriters’

over-allotment was not exercised in full or in part, so that the holders would collectively own 22 % of the Company’s issued and

outstanding shares after the IPO (assuming the initial stockholders did not purchase any Public Shares in the IPO).

On February 12, 2024,

the remainder of the over-allotment option to purchase 115,000 Units expired and the 32,200 Founder Shares were forfeited, resulting in

the sponsor holding an aggregate of 1,932,000 Founder Shares.

The holders of the Founder Shares agreed not to transfer, assign or sell

any of the Founder Shares (except to certain permitted transferees) until (i) 180 days after the completion of a Business Combination

and (ii) if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction

which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Promissory Note — Related Party

On November 30, 2021, and as amended on July 11, 2022, November 1,

2022, May 15, 2023, June 30, 2023, and October 4, 2023, the Company issued a $ 1,500,000 (as amended) principal amount unsecured promissory

note to the sponsor, which is an affiliate of the Company’s Chief Executive Officer.

This loan is non-interest bearing, unsecured

and repayable upon the date on which the Company consummates its initial business transaction or, at the Company’s discretion, if

As of December 31, 2024 and 2023, there was $ 627,781 and $ 557,781 outstanding under the promissory note – related party,

respectively.

Due from Sponsor

On January 4, 2024, the

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

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

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

1:24-cv-00048 alleging

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

The Company and Omnia

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

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

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

As of December 31, 2024, all payments due pursuant

to the settlement have been made.

Administrative Service Agreement

The Company presently occupies

office space provided by an entity controlled by the sponsors.

Such entity agreed that until the Company consummates a Business Combination,

it will make such office space, as well as general and administrative services including utilities and administrative support, available

to the Company as may be required by the Company from time to time.

The Company agreed to pay a total of $ 12,000 per month to the sponsor

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

The Company will cease paying these

monthly fees 12 months from the date of the IPO.

For the year ended December 31, 2024, the Company incurred and paid $ 141,600 for administrative

services fees.

As of December 31, 2023, the Company incurred an amount of $ 2,400 for administrative services fees, all of which was included

in accrued expenses in the accompanying balance sheets.

Working Capital Loans

In order to finance transaction

costs in connection with a Business Combination, the Initial Stockholders, the sponsor, the Company’s officers and directors or

their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working

Capital Loans”).

Each Working Capital Loan would be evidenced by a promissory note.

The notes would either be paid upon consummation

of our initial Business Combination, without interest, or, at holder’s discretion, if there are excess proceeds.

In the event that

the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such

loaned amounts, but no proceeds from the Trust Account would be used for such repayment.

These loans would be repaid at completion of

the initial Business Combination.

As of December 31, 2024 and 2023, no Working Capital Loans were outstanding.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Note 7 — STOCKHOLDERS’ DEFICIT

Leasehold improvements

Total property and equipment, gross

Accumulated depreciation

Total property and equipment, net

Depreciation expense for

the years ended December 31, 2025 and 2024 was $325,548 and $116,877, respectively and is included as a component of general and administrative

expenses on the accompanying consolidated statements of income and comprehensive income.

During the year ended December

31, 2025, we disposed of property and equipment for no proceeds, recognizing a loss on disposal of property and equipment of $1,621 as

a component of general and administrative expenses on the accompanying consolidated statements of income and comprehensive income.

were no disposals of property and equipment during the year ended December 31, 2024.

Note 6 –

Land Use Right, net

Land use right, net is summarized as follows as

of December 31:

Land use right

Accumulated amortization

Total land use right, net

Amortization expense of the

land use right for the years ended December 31, 2025 and 2024 was $131,442 and $76,550, respectively and is included as a component of

general and administrative expenses on the accompanying consolidated statements of income and comprehensive income.

Note 7 –

Intangible Asset, net

Intangible asset, net is summarized as follows

as of December 31,:

Accumulated amortization

Total intangible asset, net

Amortization expense of the

intangible asset for the years ended December 31, 2025 and 2024 was $11,172 and $1,175, respectively and is included as a component of

general and administrative expenses on the accompanying consolidated statements of income and comprehensive income.

Note 8 –

Notes Payable

September 2025 Note Payable

In connection with the Business Combination, the

Company modified the payment terms of the deferred underwriting commission stated in the underwriting agreement entered into between Iron

Horse and the underwriter on December 27, 2023 to replace a cash payment of $2,518,500 on the Closing Date with (i) a cash payment of

$500,000 on the Closing Date and (ii) a non-interest bearing promissory note for a principal sum of $2,018,500 that matures on November

17, 2025 (the “September 2025 Note Payable”).

The September 2025 Note Payable can be prepaid at anytime without penalty.

the occurrence of an event of default (as defined in the agreement), the September 2025 Note Payable will accrue an interest rate of 15.0%

per annum until such time the event of default is cured.

If the Company fails to repay the September 2025

Note Payable by the maturity date, the note holder will have the right to convert the unpaid principal into shares of the Company’s

common stock, provided that in no case can the lender’s beneficial ownership of the Company’s outstanding shares exceed 4.99%.

The conversion formula was not defined in the agreement, however the Company was required to reserve 5,000,000 shares of its common stock

to satisfy the unpaid balance.

The September 2025 Note Payable will remain outstanding until such time the holder has sold the shares

issued and received net proceeds that equal or exceed the amount due, including default interest.

If the net proceeds of shares sold are

less than the balance owed, the Company will be required to make a cash payment for the shortfall balance owed under the September 2025

Note Payable.

If the net proceeds from the sale of the shares exceed the balance due, including default interest, then the remaining unsold

shares shall be cancelled and any excess proceeds over the amount due shall be reimbursed to the Company.

As of December 31, 2025, $2,018,500 was outstanding

on the September 2025 Note Payable.

As of the issuance date of these consolidated financial statements, the Company is in default of its

payment obligations under the September 2025 Note Payable and is in discussions with the underwriter to extend the maturity date.

Assumed Note Payable

In connection with the Business Combination, the

Company assumed a non-interest bearing promissory note entered into by Iron Horse on September 29, 2025 with a non-related lender Yanjun

Jiao for the principal sum of $1,000,000 that matures on October 13, 2025 (the “Assumed Note Payable”) for the purpose of

funding the payment of certain transaction costs on the Closing Date.

The Assumed Note Payable can be prepaid at anytime without penalty.

Upon the occurrence of an event of default (as defined in the Assumed Note Payable), the Assumed Note Payable will accrue an interest

rate of 15.0% per annum until such time the event of default is cured.

If the Company fails to repay the Assumed Note Payable by the maturity

date, the lender will have the right to convert the unpaid principal into shares of the Company’s common stock, provided that in

no case can the lender’s beneficial ownership of the Company’s outstanding shares exceed 4.99%.

default, the lender may elect to convert the unpaid principal into 650,000 shares of the Company's common stock.

As of December 31, 2025, $1,000,000 was outstanding

on the Assumed Note Payable.

As of the issuance date of these consolidated financial statements, the Company is in default of its

payment obligations under the Assumed Note Payable and is in discussions with the lender to extend the maturity date.

As of December 31, 2025, the Company had incurred a de minimis amount

of default interest on its notes payable (see also Note 9).

The amount is not material to the financial statements taken as a whole and

has not been accrued.

Note 9 –

Notes Payable, Related Party

In connection with the Business Combination, the

Company aggregated the outstanding principal balances of various loans with its Sponsor and the deferred portion of the business combination

consideration payment of $900,000 (see Note 3) into a single promissory note with the Sponsor with a principal sum of $1,421,343 that

matures on November 15, 2025 (the “Sponsor Note Payable”).

The Sponsor Note Payable can be prepaid at anytime without penalty.

Upon the occurrence of an event of default (as defined in the agreement), the Sponsor Note Payable will accrue an interest rate of 15.0%

per annum until such time the event of default is cured.

If the Company fails to repay the Sponsor Note

Payable by the maturity date, the Sponsor will have the right to convert the unpaid principal into shares of the Company’s common

stock, provided that in no case can the lender’s beneficial ownership of the Company’s outstanding shares exceed 4.99%.

conversion formula was not defined in the agreement, however the Company was required to reserve an unlimited number shares of its common

stock to satisfy the unpaid balance.

The Sponsor Note Payable will remain outstanding until such time the Sponsor has sold the shares

issued and received net proceeds that equal or exceed the amount due, including default interest.

If the net proceeds of shares sold are

less than the balance owed, the Company will be required to make a cash payment for the shortfall balance owed under the Sponsor Note

In connection with the Business Combination, the

Company assumed the remaining balance of a non-interest bearing promissory note with the Sponsor totaling $47,347, which was due on demand

(the “Assumed Sponsor Note Payable”).

As of December 31, 2025, $454,690 was outstanding

under the Sponsor Note Payable and the Assumed Sponsor Note Payable.

As of the issuance date of these consolidated financial statements,

the Company is in default of its payment obligations under the Sponsor Note Payable and is in discussions with the Sponsor to extend the

maturity date.

As of December 31, 2025, in Note 8 and Note 9,

the expected default interest on notes payable is de minimis, the amount is not material to the financial statements taken as

a whole and has not been accrued.

Note 10 –

Stockholders’

As discussed in Note 1 and Note 3, on September

30, 2025, the company consummated the Business Combination, which has been accounted for as a reverse recapitalization.

Pursuant to the

Certificate of Incorporation as amended on September 30, 2025 and as a result of the reverse recapitalization, the Company has retrospectively

adjusted the Legacy CFI ordinary shares issued and outstanding prior to September 30, 2025 to give effect to the shares of common stock

of the combined entity into which the Legacy CFI’s ordinary share was converted.

Preferred Stock:

The Company is authorized

to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share, with such designation, rights and preferences as may

be determined from time to time by the Company’s board of directors.

As of December 31, 2024 and 2023, there are no shares of preferred

stock issued and outstanding.

The Company is

authorized to issue 40,000,000 shares of preferred stock with a par value of $0.0001 per share.

The Company’s board of directors

is authorized to issue shares of preferred stock in one or more series, fix the number of shares of such series, determine such voting

rights and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations

or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation

As of December 31, 2025 and 2024, there were no shares of preferred stock issued and outstanding.

Common Stock:

The Company is authorized

to issue 50,000,000 shares of Common Stock.

As of December 31, 2024 and 2023, 1,967,000 and 1,999,200 shares of Common Stock, respectively,

were issued and outstanding, excluding 6,900,000 shares of Common Stock subject to possible redemption.

The number of shares of Common

Stock issued and outstanding gives effect to the February 2024 forfeiture of 32,200 shares of Common Stock, which were subject to forfeiture

to the extent that the underwriters’ over-allotment option was not exercised in full.

All of these shares were placed into an escrow

account on the closing of the IPO.

On February 12, 2024, the remainder of the over-allotment option to purchase 115,000 Units expired

and the 32,200 Founder Shares were forfeited, resulting in the sponsor holding an aggregate of 1,932,000 Founder Shares.

Subject to certain

limited exceptions, these shares will not be transferred, assigned, sold, or released from escrow for a period ending on the 180 -day anniversary

of the date of the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the

Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders

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

Each holder of a right will

receive one-fifth of one share of Common Stock upon consummation of a Business Combination, even if the holder of such right redeemed

all shares held by it in connection with a Business Combination.

No fractional shares will be issued upon the exchange of the rights.

No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation

of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid by investors in the IPO.

If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the

definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the shares of Common

Stock will receive in the transaction on an as- converted into Common Stock basis and each holder of a right will be required to affirmatively

convert its rights in order to receive one-fifth of one share underlying each right (without paying additional consideration).

Additionally, in no event

will the Company be required to net cash settle the rights.

If the Company is unable to complete a Business Combination within the Combination

Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect

to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect

to such rights.

Accordingly, the rights may expire worthless.

Representative Shares

The Company issued to EF

Hutton and/or its designees in the IPO 35,000 shares of Common Stock (the “Representative Shares”) at the time of the consummation

The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a

Business Combination.

In addition, the holders have agreed they will (i) waive their redemption rights with respect to such shares in

connection with the completion of a Business Combination and (ii) waive their rights to liquidating distributions from the Trust Account

with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

Public Warrants may only

be exercised for a whole number of shares.

No fractional Public Warrants will be issued upon separation of the Units and only whole Public

Warrants will trade.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination

or (b) 12 months from the closing of the Initial Public Offering;

provided in each case that the Company has an effective registration

statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus

relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless

exercise is exempt from registration under the Securities Act).

The Company has agreed that as soon as practicable, after the closing

of the Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration,

under the Securities Act, of the common stock issuable upon exercise of the Public Warrants.

The Company will use its best efforts to

cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating

thereto, until the expiration of the Public Warrants in accordance with the provisions of the public warrant agreement.

Notwithstanding

the foregoing, if the Company’s common stock is at the time of any exercise of a warrant not listed on a national securities exchange

such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require

holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of

the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration

The Public Warrants will expire five years after the completion of the Business Combination or earlier upon the Company’s

redemption or liquidation.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The Company may redeem the Public Warrants:

● in whole and not in part;

● at a price of $ 0.01 per warrant;

● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder;

● if, and only if, the last reported sale price (the “closing price”) of common stock equals or exceeds $ 18.00 per share (as adjusted) for any 20 trading days within a 30 -trading day period commencing at any time after the shares underlying the warrants have become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem

the Public Warrants as described above unless a registration statement under the Securities Act covering the common stock issuable upon

exercise of the Public Warrants is then effective and a current prospectus relating to those common stock is available throughout the

30 -day redemption period.

Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the

exercise price for each Public Warrant being exercised.

The Warrants issued in the

Private Placement (“Private Placement Warrants”) will be identical to the Public Warrants, except that the Private Placement

Warrants and the common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or saleable

until 30 days after the completion of the Business Combination, subject to certain limited exceptions.

In no event will the Company

be required to net cash settle any warrant.

If the Company is unable to complete a Business Combination within the Combination Period

and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to

their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect

to such warrants.

Accordingly, the warrants may expire worthless.

As of December 31, 2024 and 2023, there were 6,900,000 Public Warrants

and 2,457,000 Private Placement Warrants outstanding.

Note 8 — INCOME TAX

The Company did not have

any significant deferred tax assets or liabilities as of December 31, 2024 and 2023.

The Company’s net deferred tax assets are

Deferred tax assets

Net operating loss carryforward

Startup Costs

Total deferred tax assets

Valuation allowance

Deferred tax assets, net of allowance

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The income tax provision for the year ended December

31, 2024 and 2023 consists of the following:

Change in valuation allowance

Income tax provision

to issue 160,000,000 shares of common stock with a par value of $0.0001 per share, of which 52,234,983 and 47,689,349 shares were issued

and outstanding as of December 31, 2025 and 2024, respectively.

Each common stockholder is entitled to one vote for each share held.

Non-monetary Contribution:

30, 2024, the Company increased additional-paid in capital by the fair value of a non-monetary contribution of a building and a land use

right from the stockholder of Rosy Sea (see Note 12).

Shares issued for services:

30, 2025, the Company issued 1,000,000 shares of restricted common stock to officers of Iron Horse for management advisory services

to be rendered with a fair value of $4,090,000 (see Note 3).

These shares of common stock were valued based on the market value of the

Company’s common stock price at the issuance date or the date the Company entered into the agreement related to the issuance.

the year ended December 31, 2025, the Company amortized $2,045,000 of the value of the shares as the services were rendered and $2,045,000

of the remaining fair value of the shares was included as a component of prepayments and other current assets on the accompanying consolidated

balance sheets (see Note 4).

Note 11 –

Public Warrants:

On December 29,

2023, Iron Horse completed an initial public offering that included warrants for shares of common stock (the “Public Warrants”).

Each Public Warrant entitles the holder to the right to purchase one share of common stock at an exercise price of $11.50 per share.

fractional shares will be issued upon exercise of the Public Warrants.

The Company may elect to redeem the Public Warrants, in whole and

not in part, at a price of $0.01 per Public Warrant if (i) 30 days prior written notice of redemption is provided to the holders, and

(ii) the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits,

stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ended on the

third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.

On the Closing Date,

there were 6,900,000 Public Warrants outstanding.

Private Warrants:

Simultaneous with

Iron Horse’s initial public offering in December 2023, Iron Horse’s sponsor purchased warrants at a purchase price of $1.00

per warrant in a private placement (the “Private Warrants”).

The Private Warrants have terms and provisions identical to those

of the Public Warrants, including as to exercise price, exercisability and exercise period, except that the Private Warrants and the common

stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until 30 days after the completion

of the Business Combination, subject to limited exceptions.

On the Closing Date, there were 2,457,000 Private Warrants outstanding.

All warrants were determined to have equity classification

at issuance, and as such, were recorded to additional paid-in capital at the time of issuance.

In no event will the Company be required

to net cash settle any warrant.

The following table summarizes the shares of the

Company’s common stock issuable upon exercise of warrants outstanding at December 31, 2025:

Warrants Outstanding

Public Warrants

Private Warrants

A summary of warrant activity for the periods

presented is as follows:

Weighted-Average

Outstanding at December 31, 2024

Assumed in Business Combination (see Note 3)

Outstanding at December 31, 2025

Note 12 –

Related Party Transactions

On May 30, 2024, the stockholder of Rosy Sea contributed

to the Company (i) a building with a gross floor area of 4,032.36 square meters and (ii) a land use right for 18,000 square meters that

expire in September 2056, both of which are located in Deliger Industrial Park, Duerbot Mongolian Autonomous County, Daqing City, Heilongjiang

The building and land use right (collectively, the “Contributed Assets”) were recorded on the contribution date

at fair value of RMB 30,310,000 ($4,189,937 at May 30, 2024 and $4,332,228 at December 31, 2025, respectively) and RMB 19,860,000 ($2,745,369

at May 30, 2024 and $2,838,603 at December 31, 2025, respectively), respectively.

Determining the fair values of the Contributed Assets

requires judgments and the use of significant estimates and assumptions.

The Company engaged an independent third-party appraisal firm

to assist in the fair value determination of the Contributed Assets on the contribution date.

The Contributed Assets were valued using

a cost method valuation approach which utilizes assumptions about future economic factors, replacement costs, and depreciation rates relevant

to the unique characteristics of the Contributed Assets.

At Closing, compensation of $2,000,000, as provided

in the Amended BCA (see Note 3), was accounted for as transaction costs charged to additional paid-in capital (see Note 3) and was payable

to the Sponsor, a shareholder of the Company.

The Company included $1,000,000 in accrued expenses and other current liabilities, included

$900,000 as part of a promissory note that was entered into with the Sponsor (see Note 9), and paid $100,000 at Closing.

During the year

ended December 31, 2025, the Company made repayments totaling $1,014,000 on the promissory note with the Sponsor.

As of December 31, 2025,

and 2023, the Company had a total of $ 0 and $ 4,306 , respectively, of U.S.

federal net operating loss carryovers available to offset future

taxable income.

The federal net operating loss can be carried forward indefinitely.

In assessing the realization

of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets

will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during

the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled

reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

After consideration

of all of the information available, management believes that significant uncertainty exists with respect to future realization of the

deferred tax assets and has therefore established a full valuation allowance.

For the year ended December 31, 2024 and 2023, the change

in the valuation allowance was $ 198,874 and $ 64,668 , respectively.

A reconciliation of the federal income tax rate

to the Company’s effective tax rate is as follows:

Statutory federal income tax rate

Merger & Acquisition expenses

Change in fair value of over-allotment option liability

$1,000,000 of unpaid compensation owed to the Sponsor was included as a component of accrued expenses and other current liabilities (see

Note 4) and $454,690 remains outstanding under the promissory notes with the Sponsor (see Note 9).

Note 13 –

Commitments and Contingencies

Indemnification Agreements:

Company enters into contractual relationships that contain indemnification provisions in its normal course of business with other parties.

The Company may agree to hold other parties harmless against specific losses, such as those that could arise from a breach of representation,

covenant, or third-party infringement claims.

It may not be possible to determine the maximum potential amount of liability under such

indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification

Historically, there have been no such indemnification claims.

Management believes any liability arising from these agreements

will not be material to the Company’s consolidated financial statements.

Legal Matters:

The Company is periodically

involved in legal proceedings, legal actions, and claims arising in the normal course of business, including proceedings relating to intellectual

property, safety and health, employment and other matters.

Management believes that the outcome of such legal proceedings, legal actions,

and claims will not have a significant adverse effect, individually, or in the aggregate, on the Company’s financial position, results

of operations or cash flows.

Nasdaq Notices:

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

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

Geographical Data:

Primarily all

of the Company’s revenue is generated in the PRC and all of the Company’s assets are located in the PRC.

Industrial Park Project:

August 5, 2024, Legacy CFI entered into an agreement with a construction developer to develop an industrial park project (the “Project”)

in the Mulan Economic Development Zone, committing to make aggregate estimated disbursements totaling RMB 1,000,000,000 ($139,097,535

at December 31, 2025) between 2025 and 2029.

The Project covers 130,000 square meters with a planned gross floor area of 168,497.45 square

meters, incorporating warehouses, production plants, and office buildings.

On October 25, 2024, Legacy CFI, Rosy Sea’s

stockholder, and the construction developer signed a Tripartite Agreement, under which Legacy CFI transferred all responsibilities and

capital commitments of the Project to Rosy Sea’s stockholder for no consideration.

As a result, Legacy CFI ceased to be a party

to the Project.

The Company evaluated this transaction under ASC 470-50,

Modifications and Extinguishments, as the execution of the Tripartite Agreement resulted in the modification and

ultimate extinguishment of Legacy CFI’s obligations related to the Project.

Since no liability had been previously accrued for the

Project’s disbursement commitments, no gain or loss was recognized upon the transfer.

Although the transfer was made for no consideration,

Rosy Sea’s stockholder has significant capital contributions in the Company, including additional paid-in capital received

for prior building and capital contributions.

The Company considered these factors in its assessment and determined that the transaction

was appropriate in the context of the overall restructuring efforts related to the Business Combination (see Note 3).

Management believes

this was a one-time transaction and does not expect similar transfers in the future.

Short-term operating leases:

June 2024, the Company entered a seven-month lease for office space of approximately 150 square meters in Zhuhai, China, expiring

December 31, 2024, with monthly payments of RMB 17,116 ($2,446 at December 31, 2025).

In December 2024, the Company renewed the lease

for office space for a term of six-months with monthly payments of RMB 13,616 ($1,946 at December 31, 2025).

For the years ended December 31, 2025 and 2024,

operating lease expense of RMB 68,081 ($9,470 at December 31, 2025) and RMB 119,812 ($16,667 at December 31, 2024), respectively, was

included as a component of general and administrative expenses on the accompanying consolidated statements of income and comprehensive

Long-term operating lease:

2025, the Company entered a thirty-four month lease for office space of approximately 2,247.34 square meters in Zhuhai, China, expiring

December 31, 2027, with monthly payments of RMB 144,325 ($20,628 at December 31, 2025) commencing August 1, 2025.

During September

2025, the lease agreement was modified to defer the payment commencement date to November 1, 2025, resulting in a derecognition of $59,162

from the right-of-use asset and operating lease obligations.

For the year ended December 31, 2025 operating lease expense of RMB 1,045,101

($145,371 at December 31, 2025) was included as a component of general and administrative expenses on the accompanying consolidated statements

of income and comprehensive income.

The weighted-average discount rate used in the lease measurement was 3.1% at inception and remaining

lease-term as December 31, 2025 was 2.0 years.

The following tables provides a summary of lease

liability maturities as of December 31, 2025:

For the year ending December 31,

Total undiscounted payments

Imputed interest

Total operating lease liability

Operating lease liability, current portion

Operating lease liability, non-current portion

Note 14 –

The components of net income (loss) were attributable

to the following regions:

For the years ended

United States

Total net income (loss)

The provision for income taxes consists of the

For the years ended

Total current provision (benefit) for income taxes

Total deferred provision (benefit) for income taxes

Change in valuation allowance

Total provision for income taxes

The reconciliation of the statutory income tax

rate and the Company’s effective income tax rate were as follows:

For the years ended

PRC statutory income tax rate

Federal statutory income tax rate different rate

Permanent differences

Changes in valuation allowance

Effective income tax rate

The components of the Company’s net deferred

tax assets (liabilities) were as follows as of December 31:

Deferred tax assets

Net operating loss carry-forwards

Startup expenses

Total deferred tax assets, gross

Valuation allowance

Income tax provision

The Company’s effective

tax rates for the periods presented differ from the expected (statutory) rates due to the valuation allowances on deferred tax assets.

The Company files income

tax returns in the U.S.

federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Note 9 — FAIR VALUE MEASUREMENTS

The fair value of the Company’s

financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with

the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants

at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the

use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or

liabilities and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents

information about the Company’s assets that are measured at fair value on December 31, 2024 and 2023 and indicates the fair value

hierarchy of the valuation inputs the Company utilized to determine such fair value.

Marketable securities held in Trust Account

The following table presents

information about the Company’s derivative financial instrument and equity instruments that are measured at fair value at December

31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Over-allotment option

Fair value of Public Warrants subject to possible redemption allocation

Fair value of rights for common stock subject to possible redemption allocation

The over-allotment option

was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheets.

The over-allotment

liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair

value of over-allotment liability in the statement of operations.

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

purchase 115,000 Units expired and the over-allotment option liability was derecognized in the statement of operations.

The Company accounted for

warrants and rights issued at the IPO under equity treatment, as such, no subsequent measurement is required.

The Company used a Black-Scholes

model to value the over-allotment option.

The over-allotment option liability was classified within Level 3 of the fair value hierarchy

at the measurement dates due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price

volatility, expected life and risk-free interest rate.

The Company estimates the volatility of its ordinary share based on historical

volatility that matches the expected remaining life of the option.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the option.

The expected life of the option is

assumed to be equivalent to their remaining contractual term.

IRON HORSE ACQUISITIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The Public Warrants and

rights were valued using Monte Carlo models.

The Public Warrants and rights have been classified within stockholders’ deficit and

will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions

used in the valuation of the Public Warrants and rights:

Market price of public stock

Risk-free rate

Note 10 — SEGMENT INFORMATION

ASC Topic 280, “Segment

Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products,

services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate

financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding

how to allocate resources and assess performance.

The Company’s chief

operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for

the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined

that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions

regarding resource allocation, the CODM reviews several key metrics, formation and operational costs and interest earned on marketable

securities held in Trust Account which include the accompanying audited statements of operations.

The key measures of segment

profit or loss reviewed by our CODM are interest earned on marketable securities held in Trust Account and formation and operational costs.

The CODM reviews interest earned on marketable securities held in Trust Account to measure and monitor stockholder value and determine

the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

and operational costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete

a business combination within the business combination period.

The CODM also reviews formation and operational costs to manage, maintain

and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Note 11 — SUBSEQUENT EVENTS

The Company evaluated subsequent

events and transactions that occurred after the balance sheet date up to the date the financial statements were issued.

Based on this

review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

On January 11, 2025, the

company issued a promissory note in the principal amount of $ 157,899 , in relation to October 14, 2024 unsecured promissory note to the

Target to pay or cause to be paid, the Acquiror Transaction Expenses, as may be incurred from time to time and as such expenses become

due and payable.

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

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

As of filing date of this Annual Report, there was $ 582,912

outstanding under the promissory note.

Total deferred tax asset

The Company provided a valuation allowance equal

to the Company’s U.S.

deferred income tax assets for the year ended December 31, 2025 because it is not presently known whether

future taxable income will be sufficient to utilized the loss carry-forwards.

The valuation allowance could be reduced or eliminated based

on future earnings and future estimates of taxable income.

At each reporting date, management considers new evidence, both positive and

negative, that could affect its view of the future realization of deferred tax assets.

On the basis of this evaluation, only the portion

of the deferred tax asset that is more likely than not to be realized will be recognized.

However, if the Company will not able to generate

sufficient taxable income from its operations in the future, then a valuation allowance to reduce the Company’s U.S.

assets may be required, which would increase the Company’s expenses in the period the allowance is recognized.

Income tax provisions are generally based on an

annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items related specifically

to annual periods.

The income tax impact of discrete items is recognized in the period these occur.

Note 15 –

Segment Information

The Company reports its results of operations

in two operating segments:

(i) wholesale distribution segment and (ii) live-stream sales segment.

The Company separately reports the results

of its corporate division, which primarily consists of expenses associated with corporate functions and projects, certain employee benefits,

rent, utilities, depreciation of property, amortization of land use right and intangible asset, interest income, and inter-segment eliminations.

This presentation is consistent with the manner in which the CODM reviews the business to assess performance and allocate resources.

CODM uses operating income to allocate resources for each segment on an ongoing basis and to assess the performance for each segment.

The following tables include additional information

about reported segment revenue, significant segment expenses and segment measure of profitability:

For the Year Ended December 31, 2025

Wholesale distribution

Live-stream sales

Sale of inventories to distributors

Sale of digital coupons to customers

Total revenue, net

Costs of revenues

Operating expenses:

Sales staff costs

Administrative staff costs

Outbound transportation expenses

Depreciation and amortization

Research and development costs

Other expenses

Total operating expenses

Operating income (loss)

Total other income (expense), net

Provision for income tax

$ (6,665,465 )

For the Year Ended December 31, 2024

Sale of inventories to distributors

Distributor training revenue

Sale of digital coupons to customers - services

Total revenue, net

Costs of revenues

Operating expenses:

Sales staff costs

Administrative staff costs

Outbound transportation expenses

Depreciation and amortization

Research and development costs

Other expenses

Total operating expenses

Operating income (loss)

Total other income (expense), net

Provision for income tax

Note 16 –

Subsequent Events

The Company evaluated subsequent events

and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued.

of the date of issuance, the Nasdaq trading halt described in Note 13 remains in effect and the promissory notes described in Notes 8

and 9 remain in default.

Other than as described within these consolidated financial statements, the Company did not identify any subsequent

events that would have required adjustment or disclosure in the consolidated financial statements.

(b) Exhibit Index

Incorporated by Reference

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

and Rosy Sea Holdings Limited

Amended and Restated Business Combination Agreement dated as of December 18, 2024, by and among Iron Horse Acquisitions Corp., Rosy Sea Holdings Limited and Zhong Guo Liang Tou Group Limited (included as Annex A to this proxy statement/prospectus)

Amendment No.

1 to the Amended and Restated Business Combination Agreement dated December 18, 2024 by and among Iron Horse, Seller and CFI.

Amendment No.

2 to the Amended and Restated Business Combination Agreement dated December 18, 2024 by and among Iron Horse, Seller and CFI

Second Amended and Restated Certificate of Incorporation of CN Healthy Food Tech Group Corp.

Amended and Restated Bylaws of CN Healthy Food Tech Group Corp.

Specimen Common Stock Certificate.

Specimen Warrant Certificate.

Warrant Agreement, dated as of December 10, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Satisfaction and Discharge of Indebtedness Agreement, dated as of September 30, 2025, by and among Iron Horse, DBC and the Company.

Promissory Note, dated as of September 30, 2025, issued to DBC.

Promissory Note, dated as of September 30, 2025, issued to the Sponsor

Amended and Restated Registration Rights Agreement, dated as of September 30, 2025, by and among the Company and certain investors

Incorporated by Reference

Lock-up Agreement, dated as of September 30, 2025, by and between Iron Horse and Rosy Sea Holdings Limited.

Letter Agreement, dated April 2, 2025, by and between the Sponsor and Zhenjun Jiang

Sponsor Support Agreement, dated March 6, 2025, by and among Iron Horse, Sponsor, Rosy Sea Holdings Limited and Zhong Guo Liang Tou Group Limited

Company Support Agreement, dated February 27, 2025, by and among Iron Horse Acquisitions Corp., Rosy Sea Holdings Limited and Zhong Guo Liang Tou Group Limited

Form of Consulting Agreement.

Form of Indemnification Agreement.

Promissory Note, dated September 29, 2025, issued to Yanjun Jiao by Iron Horse Acquisitions Corp.

Code of Business Ethics and Conduct of CN Healthy Food Tech Group Corp.

Subsidiaries of the Company.

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

CN HEALTHY FOOD TECH GROUP CORP.

March 31, 2026

/s/ Zhenjun Jiang

Zhenjun Jiang

Chief Executive Officer

person whose signature appears below constitutes and appoints each of Zhenjun Jiang and Weihong Zhu, acting alone or together with another

attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such

person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments, and to file the same,

with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said

attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and

necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying

and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done

by virtue hereof.

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

/s/ Zhenjun Jiang

Chairman and Chief Executive Officer

Zhenjun Jiang

March 31, 2026

/s/ Lili Zhang

March 31, 2026

Director and Chief Operating Officer

March 31, 2026

/s/ Lydia Bergamasco

Lydia Bergamasco

March 31, 2026

/s/ Donghai Li

March 31, 2026

/s/ Jinyu Huang

March 31, 2026

/s/ Weihong Zhu

Chief Financial Officer

March 31, 2026

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

What changed 10-K

Item 9A. Controls and Procedures