CN Healthy Food Tech Group Corp. Reports Material Definitive Agreement & Acquisition

TL;DR

CN Healthy Food Tech Group Corp. (formerly Iron Horse Acquisitions Corp.) filed an 8-K detailing a material definitive agreement, acquisition completion, and changes in control as of 9/30/2025.

AI Summary

CN Healthy Food Tech Group Corp. (formerly Iron Horse Acquisitions Corp.) filed an 8-K on October 6, 2025, reporting several material events as of September 30, 2025. These include entering into a material definitive agreement, completion of an acquisition, unregistered sales of equity securities, and changes in control. The company also reported amendments to its articles of incorporation and bylaws, and changes to its code of ethics.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential acquisitions and changes in control, which could impact the company's structure, operations, and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate changes including acquisitions and changes in control, which can introduce operational and financial risks.

Key Players & Entities

• CN Healthy Food Tech Group Corp. (company) — Registrant
• Iron Horse Acquisitions Corp. (company) — Former Company Name
• 20251006 (date) — Filing Date
• 20250930 (date) — Period of Report Date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share UCFI The Nasdaq Stock Ma
• $11.50 — of Common stock at an exercise price of $11.50 per share UCFIW The Nasdaq Stock M
• $2,000,000 — nsation to the Sponsor in the amount of $2,000,000 should be paid at the Closing; and (iii
• $650,000 — e Sponsor would loan, in the aggregate, $650,000 to Iron Horse (the " Loan"). The Loan w
• $200,000 — 30, 2021, as amended on July 22, 2023. $200,000 was loaned to Iron Horse on April 3 and
• $450,000 — of the Loan in the aggregate amount of $450,000 will be made in two tranches to the Spo
• $229,770 — ang. The first tranche in the amount of $229,770 was delivered by Mr. Jiang to the Spons
• $220,230 — 25. The second tranche in the amount of $220,230 was paid directly to Iron Horse by Mr.
• $73,511.33 — 20, 2025. The Loan shall be reduced by $73,511.33 which is 50% of any amount in excess of
• $2,518,500 — ng Agreement the Company was due to pay $2,518,500 to DBC as deferred underwriting commiss
• $500,000 — to which DBC accepted a combination of $500,000 in cash (the " DBC Cash Payment") upon
• $2,018,000 — sing of the Business Combination, and a $2,018,000 promissory note (the " DBC Promissory N
• $3,079,293.09 — Business Combination Agreement to fund $3,079,293.09 of Sponsor payments (the " Sponsor Debt
• $1,657,949.96 — t of the understanding, Iron Horse paid $1,657,949.96 in cash to the Sponsor to the Sponsor t
• $1,421,343.13 — e") in the original principal amount of $1,421,343.13 to the Sponsor. The Sponsor Promissory

Filing Documents

• ea0260352-8k_cnhealthy.htm (8-K) — 299KB
• ea026035201ex3-1_cnhealthy.htm (EX-3.1) — 72KB
• ea026035201ex3-2_cnhealthy.htm (EX-3.2) — 88KB
• ea026035201ex10-1_cnhealthy.htm (EX-10.1) — 37KB
• ea026035201ex10-2_cnhealthy.htm (EX-10.2) — 35KB
• ea026035201ex10-3_cnhealthy.htm (EX-10.3) — 42KB
• ea026035201ex10-4_cnhealthy.htm (EX-10.4) — 100KB
• ea026035201ex10-5_cnhealthy.htm (EX-10.5) — 24KB
• ea026035201ex10-6_cnhealthy.htm (EX-10.6) — 15KB
• ea026035201ex10-10_cnhealthy.htm (EX-10.10) — 59KB
• ea026035201ex10-11_cnhealthy.htm (EX-10.11) — 13KB
• ea026035201ex14-1_cnhealthy.htm (EX-14.1) — 44KB
• ea026035201ex21-1_cnhealthy.htm (EX-21.1) — 5KB
• ea026035201ex99-1_cnhealthy.htm (EX-99.1) — 338KB
• ea026035201ex99-2_cnhealthy.htm (EX-99.2) — 233KB
• ea026035201ex99-3_cnhealthy.htm (EX-99.3) — 10KB
• ex3-1_001.jpg (GRAPHIC) — 24KB
• 0001213900-25-096652.txt ( ) — 1938KB
• irohu-20250930.xsd (EX-101.SCH) — 4KB
• irohu-20250930_def.xml (EX-101.DEF) — 28KB
• irohu-20250930_lab.xml (EX-101.LAB) — 37KB
• irohu-20250930_pre.xml (EX-101.PRE) — 26KB
• ea0260352-8k_cnhealthy_htm.xml (XML) — 8KB

01 of this Report discusses the consummation of the Transactions

Item 2.01 of this Report discusses the consummation of the Transactions and the entry into agreements relating thereto and is incorporated herein by reference. Shareholder Support Agreement On February 27, 2025, Seller, Iron Horse and CFI entered into a voting and support agreement pursuant to which, among other things, Seller agreed that it would not transfer and would vote its ordinary shares of CFI in favor of the Business Combination Agreement (including by execution of a written consent) and the Transactions, and that it would take such other actions as may be necessary to further its performance of the Business Combination Agreement and the consummation of the Transactions. Sponsor Support Agreement On March 6, 2025, Seller, Iron Horse and Bengochea SPAC Sponsors I LLC, a Delaware limited liability company (the " Sponsor") entered into a voting support agreement pursuant to which, among other things, the Sponsor agreed that it would not transfer and would vote its shares of Common Stock and Iron Horse ' s preferred stock, or any additional shares of Common Stock or Iron Horse ' s preferred stock that it acquires prior to the Stockholder Meeting (as defined in the Business Combination Agreement), in favor of the Business Combination Agreement and the Transactions and each of the Transaction Proposals. Letter Agreement On April 2, 2025, the Sponsor and Zhenjun Jiang, entered into the Letter Agreement that provided for additional funding, in the form of loans, by the Sponsor to Iron Horse, and by Mr. Jiang to the Sponsor to support certain of the financial obligations of Iron Horse through the consummation of the Business Combination. The Letter Agreement contemplated that the Sponsor would loan, in the aggregate, $650,000 to Iron Horse (the " Loan"). The Loan would be made pursuant to the promissory note, dated November 30, 2021, as amended on July 22, 2023. $200,000 was loaned to Iron Horse on April 3 and 4, 2025. The balance of the Loan in the aggre

01(f) of Form 8-K states that if the registrant was a shell

Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Report, the Company has ceased to be a shell company. Accordingly, the Company is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires. Cautionary Note Regarding Forward-Looking Statements This Report contains forward-looking statements, including statements about the parties ' ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of the Company and may include statements for the future. Forward-looking statements appear in a number of places in this Report including, without limitation, in the sections 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,"

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 the Company 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 failure to realize the anticipated benefits of the Business Combination; the Company ' s following the Business Combination, to maintain the listing of Iron Horse ' s securities on Nasdaq; costs related to the Business Combination; the risk of actual or alleged failure to comply with data privacy laws and regulations; the outcome of any legal proceedings that may be instituted against the Company related to the Business Combination; 6 the attraction and retention of qualified directors, officers, employees and key personnel of the Company following the Business Combination; the impact

Business

Business The business of the Company is described in the Proxy Statement/Prospectus in the section entitled " Information About CFI Group" beginning on page 126 thereof and that information is incorporated herein by reference.

Risk Factors

Risk Factors The risks associated with the Company ' s business are described in 1) Iron Horse ' s current report on Form 8-K filed with the SEC on September 30, 2025, 2) Iron Horse ' s Prospectus Supplement to the Proxy Statement/Prospectus filed on September 30, 2025, and 3) the Proxy Statement/Prospectus in the section entitled " Risk Factors" beginning on page 45 thereof and are incorporated herein by reference. A summary of the risks associated with the Company ' s business are also described on pages 13-15 of the Proxy Statement/Prospectus under the heading " Summary of Risk Factors" and are incorporated herein by reference. Financial Information Consolidated Financial Statements The unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2025 of CFI set forth in Exhibit 99.1 hereto have been prepared in accordance with U.S. generally accepted accounting principles and pursuant to the regulations of the SEC. The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of Legacy Blaize ' s financial position, results of operations and cash flows for the period indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the historical audited consolidated financial statements of CFI as of and for the year ended December 31, 2024 and the period from August 14, 2023 (inception) through December 31, 2023, and the related notes included in the Proxy Discussion and Analysis of Financial Condition and Results of Operations of CFI" beginning on page 173 of the Proxy Statement/Prospectus and the section entitled " Management ' s Discussion and Analysis of Fi

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View this 8-K filing on SEC EDGAR