M&A - Iron Horse Acquisitions Corp.

Form Type: 8-K

Filing Date: 2025-06-26

Corporate Action: Merger

Type: Update

Accession Number: 000121390025058377

Filing Summary: On June 25, 2025, stockholders of Iron Horse Acquisitions Corp. approved amendments to extend the period to consummate a business combination up to twelve times, with each extension lasting an additional month until June 29, 2026. This was part of an amendment to the Investment Management Trust Agreement with Continental Stock Transfer & Trust Company. The Business Combination and Charter Amendment Proposals were also approved at a special meeting held on June 20, 2025, where shareholders voted on the business combination agreement with Rosy Sea Holdings Limited and Zhong Guo Liang Tou Group Limited. As of June 26, 2025, notice was provided to extend the time for consummation of the business combination to July 29, 2025. A significant number of shares, totaling 6,751,349, were tendered for redemption during this process.

Form Type: DEF 14A

Filing Date: 2025-05-30

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025049446

Filing Summary: Iron Horse Acquisitions Corp. is conducting a Special Meeting on June 20, 2025. The purpose is to consider three proposals: the Extension Amendment Proposal, which aims to extend the deadline to complete a business combination up to June 29, 2026; the Trust Amendment Proposal to amend the investment management trust agreement for similar extensions; and the Adjournment Proposal to allow for rescheduling if necessary. The company is in the process of acquiring Zhong Guo Liang Tou Group Limited, which will result in this subsidiary becoming wholly owned, and a name change to CN Healthy Food Tech Group Corp. This acquisition began with a Business Combination Agreement dated September 27, 2024. Additionally, if the proposed extension amendments are not approved and the business combination fails to complete by the original deadline, the company may need to liquidate and redeem public stockholders' shares.

Form Type: PRE 14A

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000121390025044877

Filing Summary: On June 20, 2025, Iron Horse Acquisitions Corp. will hold a Special Meeting to vote on proposals including the Extension Amendment Proposal, which seeks to amend the Current Charter to extend the deadline for consummating a business combination to June 29, 2026. This extension is essential to allow adequate time for regulatory approvals and shareholder votes necessary for the completion of a merger. The Trust Amendment Proposal also aims to facilitate the extension of the investment management trust agreement until the same deadline. Additionally, the company has entered a Business Combination Agreement to acquire Zhong Guo Liang Tou Group Limited, proposing to issue up to 47,888,000 shares of common stock in exchange for their ordinary shares. The board recommends shareholders vote in favor of the proposals. If not approved and a merger is not completed by the original deadline of June 29, 2025, the company will redeem its Public Stock and dissolve in compliance with Delaware law.

Form Type: DEFM14A

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000121390025044391

Filing Summary: Iron Horse Acquisitions Corp. is proposing a merger with Zhong Guo Liang Tou Group Limited (CFI) as outlined in their definitive proxy statement. The shareholders are invited to vote on the Business Combination Agreement which entails Iron Horse acquiring the ordinary shares of CFI in exchange for its Common Stock, effectively making CFI a wholly owned subsidiary. Depending on the redemption choices of public stockholders, Iron Horse may issue up to 47,888,000 shares of Common Stock as consideration which could vary based on the number of shares redeemed. The document explains that upon completion of the merger, Iron Horse will be renamed ‘CN Healthy Food Tech Group Corp.’ and discusses the strategic implications, ownership structure, and the potential risks involved with the operational and legal environment in China post-merger. Detailed capital structures post-merger under different redemption scenarios are provided to illustrate shareholder distributions. The proxy also notes substantial conflicts of interest concerning the Sponsor and its affiliates due to their significant financial interests and potential benefits derived from the merger, emphasizing the importance of stockholder votes on the matter.

Form Type: S-4/A

Filing Date: 2025-04-30

Corporate Action: Merger

Type: Update

Accession Number: 000121390025037521

Filing Summary: Iron Horse Acquisitions Corp. has filed an amendment to its registration statement in connection with a business combination agreement with Rosy Sea Holdings Limited and Zhong Guo Liang Tou Group Limited. The registration is aimed at facilitating the sale of securities to the public upon the agreement's effective date. The company is characterized as a smaller reporting company and is in compliance with Securities Act requirements. The amendment indicates various exhibits including underwriting agreements, business combination agreements, and certificates relating to the securities being registered. Key co-registrants were also listed alongside their principal locations and identification numbers, reflecting a cross-border merger initiative. The document also addresses indemnification provisions for directors and officers under Delaware law and outlines compliance procedures for post-effective amendments and other regulatory requisites.

Form Type: S-4/A

Filing Date: 2025-04-14

Corporate Action: Merger

Type: Update

Accession Number: 000121390025031576

Filing Summary: Iron Horse Acquisitions Corp. is seeking stockholder approval for a proposed merger with Zhong Guo Liang Tou Group Limited through a Business Combination Agreement. This merger involves Iron Horse purchasing the ordinary shares of Zhong Guo Liang Tou in exchange for Iron Horse's Common Stock. Upon approval, Zhong Guo Liang Tou will become a wholly-owned subsidiary of Iron Horse, which will be renamed CN Healthy Food Tech Group Corp. The documentation outlines potential scenarios regarding stockholder redemptions and the corresponding impact on ownership percentages post-merger. It details the compensation structure for the Sponsor and its associates upon closing. Furthermore, it raises red flags about potential conflicts of interest regarding executive decisions and highlights risks associated with being structured as a holding company primarily operating in China. Stockholders are urged to submit their proxies and attend the special meeting utilizing a virtual format.

Form Type: S-4/A

Filing Date: 2025-03-18

Corporate Action: Merger

Type: Update

Accession Number: 000121390025024782

Filing Summary: Iron Horse Acquisitions Corp. is proposing a merger with Zhong Guo Liang Tou Group Limited under the Business Combination Agreement, which has been amended and restated. The merger involves Iron Horse purchasing all issued ordinary shares of CFI from the Seller in exchange for up to 47,888,000 shares of Iron Horse's Common Stock. The Business Combination, which will be voted on by stockholders, is positioned as beneficial for shareholders, contingent on final approvals and the absence of redemptions by stockholders. Iron Horse's shareholders will vote on this proposal during a special virtual meeting, and if approved, Iron Horse will be renamed CN Healthy Food Tech Group Corp. The document outlines potential outcomes under different redemption scenarios and addresses conflicts of interest of various stakeholders, suggesting that the interests of certain stockholders, including sponsors and initial stockholders, may differ from those of general stockholders.

Form Type: 10-K

Filing Date: 2025-02-21

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025015846

Filing Summary: Iron Horse Acquisitions Corp. is a blank check company incorporated in Delaware, focusing on merging with or acquiring a target business. As part of their growth strategy, the company conducted an initial public offering (IPO) on December 29, 2023, raising over $69 million, which is held in a trust account until a business combination is finalized. Iron Horse entered into a Share Exchange Agreement on September 27, 2024, later amended on December 18, 2024, to acquire Zhong Guo Liang Tou Group Limited (CFI) from Rosy Sea Holdings Limited, transforming CFI into a wholly owned subsidiary. This transaction is subject to Stockholder Approval and is intended to bolster Iron Horse's strategic positioning and growth prospects under the new name, 'CN Healthy Food Tech Group Corp.' The proposed acquisition has led to discussions about their corporate governance, financial forecasting, and operational structures post-acquisition, with expected modifications in their strategic aims to tap into broader market opportunities.

Form Type: S-4/A

Filing Date: 2025-01-28

Corporate Action: Merger

Type: Update

Accession Number: 000121390025007600

Filing Summary: Iron Horse Acquisitions Corp. is engaged in a proposed merger with Zhong Guo Liang Tou Group Limited per the Business Combination Agreement dated September 27, 2024. This document acts as a preliminary proxy statement/prospectus detailing the merger where Iron Horse will acquire the outstanding shares of Zhong Guo Liang Tou. The stockholders of Iron Horse are invited to a special meeting, where they will vote on the Business Combination Agreement and related proposals. If approved, shareholders of Iron Horse will receive up to 47,888,000 shares of Iron Horse common stock in exchange for shares of Zhong Guo Liang Tou. The structure defines that CFI will become a wholly-owned subsidiary of Iron Horse and changes the company's name to 'CN Healthy Food Tech Group Corp.' The consideration shares issued will vary depending on the stockholder redemptions anticipated at closing, with scenarios demonstrating potential dilution effects on current Iron Horse shareholders. Additionally, specific compensation arrangements and conflicts of interest related to the transaction have been disclosed, signaling potential risks and the alignment of strategic interests between the Sponsor and stockholders. Risks regarding the holding company structure and operations primarily in China are also highlighted, considering current regulatory challenges. The document underscores the importance of shareholders' voting decision on completing the merger process.