CN Healthy Food Tech Group Corp.

Current report

Unless otherwise indicated, references to “we”, “us”, “our”, “CN Healthy” or the “Company” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are to CN Healthy Food Tech Group Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto, included in Part 1. Item 1. of this Quarterly Report, risk factors, included in Part 2. Item 1A. of this Quarterly Report, our Current Report on Form 8-K filed with the SEC on September 30, 2025 and the proxy statement/prospectus filed with the SEC by Iron Horse Acquisitions Corp. (“Iron Horse”) on May 15, 2025 (the “proxy statement/prospectus”), and the information included in our Current Report on Form 8-K, as filed with the SEC on October 6, 2025.

Current report

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 Zhong Guo Liang Tou Group Limited (“Legacy CFI”), and Rosy Sea Holdings Limited (“Rosy Sea” or the “Seller”) and the owner of 100% of the issued and outstanding capital stock of Legacy CFI, with Legacy CFI surviving the mergers as a wholly-owned subsidiary of Iron Horse (the “Business Combination”). As a result of the Business Combination, we became listed on the Nasdaq stock market.

Current report

We operate within the health and wellness food industry or holistic health food industry, focusing on distributing natural, grain-based health foods that support preventative health and wellness through our wholly-owned subsidiaries. We offer products that cater to the rising demand for safe, high-quality nutritional options, blending modern technology with traditional Chinese medicine.

Current report

Our operations commenced in May 2024 and our key products at September 30, 2025 include Cordyceps Peptide Selenium powder, Baofei Granule Extract plant-based drink, Sea Cucumber Peptide Selenium powder, Double protein peptide selenium powder, Hundred-grain quality porridge. We manage our business in two operating segments: wholesale distribution and live-stream sales, which account for approximately 81.5% and 18.5% of consolidated revenue for the nine months ended September 30, 2025. The wholesale distribution segment consists of product sales made through our extensive distributor network. The live-stream sales segment consists of digital coupon sales for goods and services made through online platforms, primarily live-streaming platforms such as Douyin (TikTok), Meituan and Kuaishou.

Current report

Recent Developments

Current report

As disclosed on it current report on Form 8-K filed with the SEC on October 6, 2025, following its listing on Nasdaq on October 1, 2025, the Company was notified by Nasdaq that it had received a notification from personnel at the China Securities Regulatory Commission (the “CSRC”) informing Nasdaq that the CSRC had not yet completed its process of review of the Company’s U.S. listing. As a result, Nasdaq has halted trading in the Company’s Common Stock and Warrants while it seeks clarification of these matters from the Company. The Company believes it has satisfied its obligations with respect to the CSRC and has received a legal opinion from its Chinese securities counsel to that effect. The Company has provided Nasdaq with additional documentation and is awaiting further information at this time.*** ***

Current report

*Comparability of Financial Information ***

Current report

Our historical operations and statements of assets and liabilities may not be comparable to our current operations and statements of assets and liabilities as a result of (a) our commencement of operations during May 2024, resulting in only five months in the nine month period ending September 30, 2024 where there were revenue generating activities as compared to the nine months over revenue generating activities during the same period in 2025 and (b) the consummation of the Business Combination in September 2025 and becoming a public company.

Current report

Comparison of the three and nine months ended September 30, 2025 and 2024

Current report

The following table summarizes our results of operations for the three and nine months ended September 30, 2025 and 2024:

Current report

Revenue

Current report

Total revenue for the three months ended September 30, 2025 was $7.9 million, compared to $4.3 million for the same period in 2024, an increase of $3.6 million, or 84.1%, and for the nine months ended September 30, 2025 was $19.9 million, compared to $5.3 million for the same period in 2024, an increase of $14.6 million, or 278.4%. Growth for both periods was primarily driven by strategic promotional campaigns and new product launches to reach new customers and increase business with existing customers to drive revenue growth.

Current report

Cost of Revenue

Current report

Total cost of revenue for the three months ended September 30 2025 was $2.3 million, compared to $1.3 million for the same period in 2024, an increase of $1.0 million, or 73.9%, and for the nine months ended September 30, 2025 was $7.3 million, compared to $1.8 million for the same period in 2024, an increase of $5.5 million, or 309.6%. The increase was primarily driven by the increase in revenue.

Current report

Operating Expenses

Current report

Total operating expenses for the three months ended September 30, 2025 were $1.0 million, compared to $0.7 million for the same period in 2024, an increase of $0.3 million, or 51.1%, and for the nine months ended September 30, 2025 were $3.3 million, compared to $0.8 million for the same period in 2024, an increase of $2.5 million, or 315.9%.

Current report

The increases in both periods were attributable to our focus to scale and grow our business as business operations generated cash flows enabling us to hire additional employees, establish a sales and marketing function, and establish a research and development function that facilitated additional growth in both our customer base and our product offerings.

Current report

Other Income, net

Current report

Total other income, net for the three months ended September 30, 2025 was $0.1 million, compared to less than $0.1 million for the same period in 2024, an increase of $0.1 million, or 953.0%, and for the nine months ended September 30, 2025 was $0.4 million, compared to less than $0.1 million for the same period in 2024, an increase of $0.4 million, or 2,012.7%. The increase in both periods is primarily driven by increased cash balances from operations to hold in deposit accounts and generate interest income.

Current report

Provision for Income Tax

Current report

The provision for income tax for the three months ended September 30, 2025 was $1.4 million, compared to $0.7 million for the same period in 2024, an increase of $0.7 million, or 85.3%, and for the nine months ended September 30, 2025 was $2.6 million, compared to $0.8 million for the same period in 2024, an increase of $1.8 million, or 240.3%. The increase in the provision for income tax in both periods is attributable to the increase in revenue, offset by the increase in cost of revenue, operating expenses and other income.

Current report

Overview

Current report

Historically, our primary uses of cash have been to finance working capital needs and to make deposits with certain of our suppliers. We expect that we will be able to meet our needs to fund operations, capital expenditures and other commitments in the next 12 months primarily with our cash and cash equivalents, operating cash flows and bank borrowings.

Current report

We may, however, require additional cash resources due to changes in business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could result in additional dilution to stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict operations. Financing may not be available in amounts or on terms acceptable to us, or at all.

Current report

Our primary sources of liquidity have been cash provided by operating activities, our cash and cash equivalents, which have historically been sufficient to meet our working capital and substantially all of our capital expenditure requirements.

Current report

As of September 30,2025, our cash and cash equivalents totaled $37,207,274 and a net working capital surplus of $7,992,232. As of September 30, 2025, about $36,190,512 and $1,016,762 of our cash and cash equivalents were held in the PRC and United States, respectively.

Current report

We believe our existing cash and cash equivalents will be sufficient to meet our working capital and capital expenditure needs over at least the next twelve months, though we may require additional capital resources in the future. Additionally, if the wholesale distribution segment and live-stream sales segment revenue mix changes, the operating cash flow generated from the wholesale distribution segment may not be sufficient to cover operating costs and additional capital resources may be required in the future. We may elect to raise additional capital through the sale of equity to fund our future needs beyond the next twelve months or through the acquisition of a debt facility.

Current report

Cash Flows Summary

Current report

Presented below is a summary of our net cash flows from operating, investing and financing activities:

Current report

Cash flows (used in) provided by operating activities

Current report

For the nine months ended September 30, 2025, operating activities used $5.7 million in cash and cash equivalents, primarily resulting from a net income of $7.0 million, non-cash adjustments totaling approximately $0.4 million, and a net cash outflow from changes in operating assets and liabilities of $13.2 million. Net cash used in changes in operating assets and liabilities was driven primarily by an increase in inventory of $0.6 million, an increase in prepaid and other current assets of $1.2 million, and a decrease in advances from customers of $13.6 million. These outflows were partially offset by an increase in accounts payable of $1.4 million, an increase in other taxes payable of $0.3 million and an increase in income tax payable of $0.5 million.

Current report

For the nine months ended September 30, 2024, operating activities provided $21.9 million in cash and cash equivalents, primarily resulting from a net income of $1.9 million, non-cash adjustments totaling $0.1 million, and a net cash inflow from changes in operating assets and liabilities of $19.8 million. Net cash provided by changes in operating assets and liabilities was driven primarily by an increase to advances from customers of $22.5 million, an increase in income taxes payable of $0.7 million, an increase in accounts payable of $0.7 million, an increase in accrued expenses and other current liabilities of $0.1 million. The inflows were partially offset by an increase in inventories of $1.6 million, an increase in prepaid and other current assets of $1.6 million, and an increase in accounts receivable of $1.0 million.

Current report

Cash flows used in investing activities

Current report

During the nine months ended September 30, 2025, net cash used in investing activities was $0.6 million, of which $0.4 million was attributed to the purchase of property and equipment, $0.1 million was attributed to the purchase of an equity investment, and less than $0.1 million was attributed to the acquisition of intangible assets.

Current report

During the nine months ended September 30, 2024, net cash used in investing activities was approximately $2.8 million and was primarily attributable to a loan made to our construction developer.

Current report

Cash flows provided by financing activities

Current report

During the nine months ended September 30, 2025, the consummation of the Business Combination provided approximately $1.1 million of cash.

Current report

During the nine months ended September 30, 2024, the cash provided by financing activities was nil.

Current report

Holding Company Structure

Current report

We face various risks and uncertainties relating to doing business in China. Our business operations are primarily conducted in China, and we are subject to complex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy, which may impact our ability to conduct certain businesses, accept foreign investments, or list and conduct offerings on a United States or other foreign exchange. These risks could result in a material adverse change in our operations and the value of our common stock, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline or become worthless. For a detailed description of risks relating to doing business in China, see “Risk Factors - Risks Related to Doing Business in the PRC” in our proxy statement/prospectus.

Previous report

References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Iron Horse Acquisitions Corp. References to our “management” refer to our officers and directors and references to the “sponsor” refer to Bengochea SPAC Sponsors I LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Previous report

Special Note Regarding Forward-Looking Statements

Previous report

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact, included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section in the proxy statement/prospectus that forms part of the Registration Statement on Form S-4 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Previous report

We are a blank check company formed under the laws of the State of Delaware on November 23, 2021, whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the sale of the Private Placement Warrants (as defined below), our capital stock, debt or a combination of cash, stock and debt.

Previous report

On December 29, 2023, we consummated our IPO of 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 $10.00 per Unit, generating gross proceeds of $69,000,000. Simultaneously with the closing of the IPO, we 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 sponsor, generating gross proceeds of $2,457,000.

Previous report

Following the IPO and the sale of the Private Placement Warrants, a total of $69,000,000 was placed in the Company’s Trust Account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). We incurred $4,651,705 of transaction expenses in connection with the IPO and the sale of the Private Placement Warrants, consisting of $586,500 of cash underwriting fees, $2,518,500 of deferred underwriting fees, and $1,546,705 of other offering costs.

Previous report

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.

Previous report

On September 29, 2024, the Company entered into a business combination agreement (the “Business Combination Agreement”), dated as of September 27, 2024, 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”), pursuant to which the Company will purchase from Seller the ordinary shares of the Target in exchange for shares of Common Stock, as a result of which the Target will become a wholly owned subsidiary of the Company. Depending on the number of shares of Common Stock that the holders elect to have the Company redeem in connection with the proposals presented at the Company’s meeting of stockholders to approve the Business Combination Agreement and the transactions contemplated thereby and by the related agreements and certain related matters (collectively, the “Transactions”), the Company will issue between 40,988,000 and 47,888,000 shares of Common Stock to Seller pursuant to the Business Combination Agreement.

Previous report

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 June 30, 2025 and December 31, 2024, there was $831,284 and $425,013 outstanding under the promissory note, respectively.

Previous report

On December 4, 2024, the Company issued an extension note to the Target to fund the Company’s First Extension, which extends the period of time to complete a Business Combination to March 29, 2025. As of June 30, 2025 and December 31, 2024, there was $229,770 outstanding under this note reported in Loan Payable in the accompanying unaudited and audited balance sheets.

Previous report

On March 25, 2025, the first tranche in the amount of $229,770 under letter agreement dated April 2, 2025, was delivered by Mr. Jiang to the Sponsor, and loaned to the Company by the Sponsor to make the Second Extension payment to extend the date by which the Company can consummate the Business Combination to June 29, 2025.

Previous report

On June 20, 2025, stockholders of the Company approved the Business Combination and the Business Combination Agreement. At a separate meeting, stockholders also approved an extension of the deadline by which the Company must complete an initial business combination to as late as June 29, 2026 (“Third Extension”). Each extension is on a monthly basis with no required payments into trust for each month extended. As of the date of filing of this Form 10-Q, the deadline has been extended to August 29, 2025. The Company anticipates continuing to extend the deadline to permit the Business Combination Agreement to be consummated.

Previous report

The consummation of the Transactions is subject to the satisfaction of customary closing conditions, including the effectiveness of the registration statement that the Company is required to file with the SEC, required Nasdaq and regulatory approvals, and the approval of the Business Combination Agreement, the Transactions and other required shareholder proposals by the Company’s stockholders.

Previous report

We have neither engaged in any operations nor generated any revenues to date. Our only activities from November 23, 2021 (inception) through June 30, 2025 were organizational activities and those necessary to prepare for the IPO and, subsequent to the IPO, identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for an appropriate target for, and completing, a business combination.

Previous report

For the three months ended June 30, 2025, we had a net loss of $63,940, which consists of interest earned on marketable securities held in the Trust Account of $753,788, offset by formation and operating costs of $671,528 and a provision for income taxes of $146,200.

Previous report

For the six months ended June 30, 2025, we had net income of $19,820, which consists of interest earned on marketable securities held in the Trust Account of $1,506,717, partially offset by formation and operating costs of $1,191,486 and a provision for income taxes of $295,411.

Previous report

For the three months ended June 30, 2024, we had net income of $481,927, which consists of interest earned on marketable securities held in Trust Account of $931,428, partially offset by formation and operating costs of $238,406, unrealized loss on marketable securities held in Trust Account of $33,053 and a provision for income taxes of $178,042.

Previous report

For the six months ended June 30, 2024, we had net income of $955,342, which consists of change in fair value of overallotment liability of $11,135, gain on lawsuit settlements of $295,000 and interest earned on marketable securities held in Trust Account of $1,789,681, partially offset by formation and operating costs of $718,264, unrealized loss on marketable securities held in Trust Account of $33,053 and a provision for income taxes of $389,157.

Previous report

For the six months ended June 30, 2025, cash used in operating activities was $2,049,458. Net income of $19,820 was affected by the interest earned on marketable securities held in the Trust Account of $1,506,717. Changes in operating assets and liabilities used $562,561 of cash from operating activities.

Previous report

For the six months ended June 30, 2024, cash used in operating activities was $426,955. Net income of $955,342 was affected by the change in fair value of overallotment liability of $11,135, unrealized loss on marketable securities held in Trust Account of $33,053, and interest earned on marketable securities held in Trust Account of $1,789,681. Changes in operating assets and liabilities provided $385,466 of cash from operating activities.

Previous report

As of June 30, 2025, we had $73,166,305 of marketable securities held in the Trust Account. During the six months ended June 30, 2025, we have withdrawn $1,322,667 of interest earned from the marketable securities held in the Trust Account to pay franchise taxes. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete a business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete a business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous report

As of June 30, 2025, we had cash of $25,164 outside the Trust Account. Until consummation of a business combination, we intend to use the funds held outside the Trust Account to fund our SEC and tax compliance and to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

Previous report

We may need to raise additional funds in order to meet the expenditures required for operating our business. If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our consummation of a business combination. Moreover, we may need to obtain additional financing either to complete a business combination or because we become obligated to redeem a significant number of our public shares upon consummation of a business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

Previous report

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we would repay such loaned amounts. In the event that we do not complete a business combination, 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. Such loans may be convertible into warrants to purchase common stock of the post-business combination entity at a price of $1.00 per warrant, at the option of the lender. These warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

Previous report

Going Concern

Previous report

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that mandatory liquidation, should we not complete a business combination and an extension of our deadline to do so not be approved by the stockholders of the Company, and potential subsequent dissolution and the liquidity issue raise substantial doubt about the Company’s ability to continue as a going concern through August 29, 2025 (or until June 29, 2026, the Third Extension), the scheduled liquidation date of the Company if it does not complete a business combination prior to such date. Management plans to complete a business combination before the mandatory liquidation date. However, there can be no assurance that we will be able to consummate any business combination by August 29, 2025 (or until June 29, 2026, the Third Extension). These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Previous report

Contractual Obligations

Previous report

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. We are party to an administrative services agreement with the sponsor. The sponsor has agreed that until the Company consummates a business combination, it will make 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.

Previous report

The underwriters in the IPO 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. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.

Previous report

Critical Accounting Estimates

Previous report

The preparation of unaudited financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates as of June 30, 2025.

Previous report

Recent Accounting Standards

Previous report

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited financial statements.