CN Healthy Food Tech Soars 278% in Revenue Post-Merger

TL;DR

**UCFIW's revenue and net income exploded, but the Nasdaq trading halt is a massive red flag that demands immediate attention from investors.**

AI Summary

CN Healthy Food Tech Group Corp. (UCFIW) reported a significant increase in revenue and net income for the nine months ended September 30, 2025. Revenue surged to $19,884,127, a substantial increase from $5,254,161 in the same period of 2024, representing a 278% growth. Net income also saw a robust rise to $7,040,691, up from $1,924,250 in the prior year, marking a 266% increase. The company's gross profit for the nine months ended September 30, 2025, was $12,563,704, compared to $3,467,319 in 2024. Operating expenses increased to $3,305,992 from $794,850, driven by higher selling expenses of $1,747,857 and the introduction of research and development costs of $96,188. A key business change was the consummation of the Business Combination with Iron Horse Acquisition Corp. on September 29, 2025, with Legacy CFI being the accounting acquirer. Risks include the inability to resume trading on the Nasdaq Capital Market since the halt on October 1, 2025, and potential legal sanctions from the China Securities Regulatory Commission. The strategic outlook focuses on distributing natural, grain-based health foods, blending modern technology with traditional Chinese medicine.

Why It Matters

This filing reveals CN Healthy Food Tech Group Corp.'s impressive financial growth, with revenue up 278% and net income up 266% year-over-year, indicating strong operational performance in the health and wellness food industry. For investors, this significant growth, especially post-Business Combination with Iron Horse Acquisition Corp., could signal a promising investment opportunity, though the trading halt on Nasdaq since October 1, 2025, introduces considerable uncertainty. Employees and customers might benefit from the company's expansion and focus on high-quality nutritional options, potentially leading to job creation and broader product availability. In the competitive landscape, CN Healthy's blend of modern technology and traditional Chinese medicine positions it uniquely, but the trading halt could severely impact its market visibility and capital-raising capabilities.

Risk Assessment

Risk Level: high — The risk level is high primarily due to the explicit mention of 'the inability to resume trading on the Nasdaq Capital Market since the halt of its trading on October 1, 2025.' This trading halt severely limits liquidity and investor access. Additionally, the company faces 'the possibility that the Company is subject to legal sanctions and penalties in the event that China Securities Regulatory Commission determines that the Company violates the applicable Chinese securities rules and regulations,' adding regulatory uncertainty.

Analyst Insight

Investors should exercise extreme caution and avoid initiating new positions in UCFIW until the Nasdaq trading halt is resolved and the company provides clear guidance on its resumption. Current shareholders should monitor SEC filings closely for updates on the trading status and any regulatory actions from the China Securities Regulatory Commission, as these factors could significantly impact share value.

Financial Highlights

revenue

$19.88M

operating Margin

46.56%

total Assets

$56.23M

total Debt

$38.49M

net Income

$7.04M

eps

$0.16

gross Margin

63.23%

cash Position

$37.21M

revenue Growth

+278%

Key Numbers

• $19.88M — Revenue, net (Increased by 278% for the nine months ended September 30, 2025, from $5.25M in 2024.)
• $7.04M — Net income (Increased by 266% for the nine months ended September 30, 2025, from $1.92M in 2024.)
• $12.56M — Gross profit (Increased for the nine months ended September 30, 2025, from $3.47M in 2024.)
• $3.31M — Total Operating Expenses (Increased for the nine months ended September 30, 2025, from $0.79M in 2024.)
• $37.21M — Cash and cash equivalents (Decreased from $41.43M at December 31, 2024, to September 30, 2025.)
• $25.03M — Advances from customers (Decreased from $37.72M at December 31, 2024, to September 30, 2025.)
• 52,235,000 — Common stock shares outstanding (As of November 19, 2025, increased from 47,689,349 shares at December 31, 2024.)
• $0.16 — Basic and diluted earnings per share (Increased for the nine months ended September 30, 2025, from $0.05 in 2024.)

Key Players & Entities

• CN Healthy Food Tech Group Corp. (company) — Registrant and combined company after Business Combination
• Iron Horse Acquisition Corp. (company) — Legal acquirer in the Business Combination
• Legacy CFI (company) — Accounting acquirer in the Business Combination
• Nasdaq Capital Market (regulator) — Exchange where UCFIW trading is halted
• China Securities Regulatory Commission (regulator) — Potential source of legal sanctions and penalties
• $19,884,127 (dollar_amount) — Revenue for the nine months ended September 30, 2025
• $7,040,691 (dollar_amount) — Net income for the nine months ended September 30, 2025
• September 29, 2025 (date) — Closing Date of the Business Combination
• October 1, 2025 (date) — Date of trading halt on Nasdaq Capital Market
• 52,235,000 (dollar_amount) — Shares of common stock outstanding as of November 19, 2025

FAQ

Risk Factors

• Inability to Resume Trading on Nasdaq [high — regulatory]: The company's common stock was halted from trading on the Nasdaq Capital Market on October 1, 2025. There is a risk that trading may not resume, which would significantly impact liquidity and shareholder value. The company is also subject to potential legal sanctions from the China Securities Regulatory Commission.
• Dependence on Key Personnel and Business Combination Integration [medium — operational]: The success of the company's strategy relies on key personnel and the effective integration of the business combination with Iron Horse Acquisition Corp. Any disruption or failure in these areas could negatively affect operations and future growth. Legacy CFI was the accounting acquirer in the business combination.
• Fluctuations in Advances from Customers [medium — financial]: Advances from customers decreased from $37.72 million at December 31, 2024, to $25.03 million as of September 30, 2025. Significant fluctuations in this balance could indicate changes in customer demand or order patterns, impacting future revenue recognition.
• Competition in Health Food Market [medium — market]: The company operates in the natural, grain-based health foods sector, which is competitive. Failure to differentiate products or adapt to evolving consumer preferences for health foods could lead to market share erosion.

Industry Context

CN Healthy Food Tech Group Corp. operates in the health food industry, focusing on natural, grain-based products that blend modern technology with traditional Chinese medicine principles. This sector is characterized by growing consumer demand for healthier options and increasing competition from both established players and emerging brands.

Regulatory Implications

The company faces significant regulatory risks, including the ongoing halt of its stock trading on the Nasdaq Capital Market and potential sanctions from the China Securities Regulatory Commission. These issues could severely impact investor confidence and the company's ability to access capital markets.

What Investors Should Do

1. Monitor Nasdaq trading status and any announcements regarding resumption.
2. Scrutinize the drivers behind the decrease in 'Advances from customers'.
3. Evaluate the impact of the business combination with Iron Horse Acquisition Corp.
4. Assess the company's ability to navigate potential regulatory sanctions from the China Securities Regulatory Commission.

Key Dates

• 2025-09-30: Nine months ended September 30, 2025 financial results reported — Demonstrated significant revenue and net income growth, indicating strong operational performance.
• 2025-09-29: Consummation of Business Combination with Iron Horse Acquisition Corp. — A major strategic event that reshapes the company's structure, with Legacy CFI as the accounting acquirer.
• 2025-10-01: Trading of common stock halted on Nasdaq Capital Market — A critical event raising concerns about liquidity, regulatory compliance, and future market access for investors.

Glossary

Business Combination

A transaction where the shares of one company are acquired by another company, resulting in a new combined entity or one company surviving. (This was a significant event for CN Healthy Food Tech Group Corp., involving Iron Horse Acquisition Corp., and impacts the company's structure and reporting.)

Accounting Acquirer

In a business combination, the entity that obtains control of one or more other businesses and is identified as the acquirer for accounting purposes. (Legacy CFI is identified as the accounting acquirer in the business combination, which dictates how the transaction is reflected in the financial statements.)

Advances from customers

Payments received from customers for goods or services that have not yet been delivered or rendered. (A significant liability on the balance sheet, its decrease from $37.72M to $25.03M may indicate changes in sales or order fulfillment.)

Marketable securities held in Trust Account

Investments that are readily convertible to cash and are held in a segregated account, often related to SPAC transactions. (The appearance of $2.41M in the balance sheet as of September 30, 2025, suggests funds related to the business combination or potential redemptions.)

Year-Over-Year Comparison

CN Healthy Food Tech Group Corp. has demonstrated exceptional growth in the nine months ended September 30, 2025, with revenue increasing by 278% to $19.88 million and net income rising by 266% to $7.04 million compared to the same period in 2024. Gross profit also saw a substantial increase. However, operating expenses more than quadrupled, driven by higher selling expenses and the introduction of R&D costs. A significant new risk factor is the halt in trading on the Nasdaq Capital Market, which was not present in the prior period.

Key Financial Figures

• $0.0001 — ch registered Common stock , par value $0.0001 per share UCFI The Nasdaq Stock Market
• $11.50 — of common stock at an exercise price of $11.50 per share UCFIW The Nasdaq Stock Market

Filing Documents

• ea0265725-10q_cnhealthy.htm (10-Q) — 861KB
• ea026572501ex31-1_cnhealthy.htm (EX-31.1) — 8KB
• ea026572501ex31-2_cnhealthy.htm (EX-31.2) — 7KB
• ea026572501ex32-1_cnhealthy.htm (EX-32.1) — 4KB
• ea026572501ex32-2_cnhealthy.htm (EX-32.2) — 4KB
• 0001213900-25-112657.txt ( ) — 5196KB
• ucfi-20250930.xsd (EX-101.SCH) — 47KB
• ucfi-20250930_cal.xml (EX-101.CAL) — 38KB
• ucfi-20250930_def.xml (EX-101.DEF) — 210KB
• ucfi-20250930_lab.xml (EX-101.LAB) — 381KB
• ucfi-20250930_pre.xml (EX-101.PRE) — 219KB
• ea0265725-10q_cnhealthy_htm.xml (XML) — 718KB

Financial Statements (unaudited)

Financial Statements (unaudited) 1 Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024 1 Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (unaudited) 2 Condensed Consolidated Statements of Stockholders' Equity (Deficit) for the three and nine months ended September 30, 2025 and 2024 (unaudited) 3 Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited) 4 Notes to the Condensed Consolidated Financial Statements (unaudited) 5 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 18 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 27 Item 4.

Controls and Procedures

Controls and Procedures 27 PART II OTHER INFORMATION 28 Item 1.

Legal Proceedings

Legal Proceedings 28 Item 1A.

Risk Factors

Risk Factors 28 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 29 Item 3. Defaults Upon Senior Securities 29 Item 4. Mine Safety Disclosures 29 Item 5. Other Information 29 Item 6. Exhibits 30

SIGNATURES

SIGNATURES 31 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this "Quarterly Report") of CN Healthy Food Tech Group Corp. ("the Company") contains certain forward-looking 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues, market growth, capital requirements, product introductions, expansion plans and the adequacy of our funding. Forward-looking statements appear in a number of places in this Quarterly Report including, without limitation, in the section titled " Management's Discussion and Analysis of Financial Condition and Results of Operations. " In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

Forward-looking statements are typically identified by words such as "plan," "believe," "expect,"

Forward-looking statements are typically identified by words such as "plan," "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based on the current expectations of the management of the Company as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in " Risk Factors ," those discussed and identified in public filings made with the SEC by Iron Horse and the following: The Company's ability to meet expectations related to its products, technologies and services and its ability to attract and retain revenue-generating customers and execute on its growth plans; the possibility that the Company is subject to legal sanctions and penalties in the event that China Securities Regulatory Commission determines that the Company violates the applicable Chinese securities rules and regulations; the inability to resume trading on the Nasdaq Capital Market since the halt of its trading on October 1, 2025; the failure to realize the anticipated benefits of the business combination with Iron Horse Acquisitions Corp. that consummated on September 30, 2025 (the "Business Combination"); the risk of actual or alleged failure to comply with data privacy laws and regulations;

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

Financial Statements (unaudited)

Item 1. Financial Statements (unaudited) CN Healthy Food Tech Group Corp AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2025 December 31, 2024 (Unaudited) ASSETS Current Assets Cash and cash equivalents $ 37,207,274 $ 41,432,852 Accounts receivable - 845 Inventories 1,851,687 1,250,701 Prepayments and other current assets 7,121,106 1,333,310 Total Current Assets 46,180,067 44,017,708 Non-Current Assets Marketable securities held in Trust Account 2,414,229 - Property and equipment, net 4,390,946 4,039,852 Land use right, net 2,612,852 2,645,891 Intangible asset, net 86,266 49,286 Operating lease right-of-use asset 408,355 - Other investment 140,459 - TOTAL ASSETS $ 56,233,174 $ 50,752,737 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 2,057,733 $ 585,304 Accrued expenses and other current liabilities 1,680,423 227,726 Operating lease obligation, current 210,101 - Other taxes payable 913,292 558,022 Advances from customers 25,032,514 37,721,923 Due to stockholders for redemption of Common Stock (see Note 3) 2,414,229 - Income tax payable 1,392,353 849,174 Notes payable 3,018,500 - Notes payable – related parties 1,468,690 - Total Current Liabilities 38,187,835 39,942,149 Non-Current Liabilities Operating lease obligation, noncurrent 297,968 - TOTAL LIABILITIES 38,485,803 39,942,149 COMMITMENTS AND CONTINGENCIES (NOTE 11) STOCKHOLDERS' EQUITY Common stock, $ 0.0001 par value; 160,000,000 shares authorized; 52,235,000 and 47,689,349 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 5,224 4,769 Additional paid-in capital 6,452,780 6,930,538 Retained earnings 11,036,694 3,996,003 Accumulated other comprehensive loss 252,673 ( 120,722 ) TOTAL STOCKHOLDERS' EQUITY 17,747,371 10,810,588 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 56,233,174 $ 50,7

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View this 10-Q filing on SEC EDGAR