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    345 Park Avenue

                                                   New York, NY 10154-1895

    Direct

                                                  Main

                                                   Fax

    212.407.4000 212.407.4000 212.407.4990

Via Edgar

January 28, 2025

Erin Donahue

Asia Timmons-Pierce

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Iron Horse Acquisitions Corp.

    Registration Statement on Form F-4

    Filed December 19, 2024

    File No. 333-283933

Dear Ms. Donahue and Ms. Timmons-Pierce:

On behalf of our client, Iron Horse Acquisitions
Corp., a Delaware corporation (the “Company”), we submit to the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) this letter setting forth the Company’s response
to the comments contained in the Staff’s letter dated January 16, 2025 (the “Comment Letter”) regarding
the Company’s Registration Statement on Form F-4 (the “Registration Statement”).

The Company has filed via EDGAR an Amendment No.
1 to the Registration Statement on Form F-4 (the “Amended Registration Statement”), which reflects the Company’s
responses to the Comment Letter and certain updated information. Please note that our responses below, insofar as relevant information
relates to Zhong Guo Liang Tou Group Ltd (“CFI”) or matters arising from CFI’s participation in the preparation
of the Registration Statement and the Amended Registration Statement, are based on our discussions with and information received from
CFI or its counsel, iTKG Law LLC, who have similarly participated in the preparation and review of this response letter.

For ease of reference, each comment contained
in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth
below refer to the page numbers in the Amendment Registration Statement. All capitalized terms used but not defined in this response letter
have the meanings ascribed to such terms in the Amended Registration Statement.

Registration Statement Form F-4/A filed December
19, 2024

Cover Page

 1. Provide prominent disclosure about the legal and operational
risks associated with being based in or having the majority of the company’s operations in China. Your disclosure should make clear
whether these risks could result in a material change in your operations and/or the value of the securities you are registering for sale
or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions
by China’s government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns,
have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign
exchange. Please disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether
and how the Holding Foreign Companies Accountable Act and related regulations will affect your company. Your prospectus summary should
address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

Response: The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has revised its disclosure on the cover page.

 2. Please revise the compensation received by sponsor section to
include all compensation to be received by the Sponsor and its affiliates in connection with this transaction. In this regard, we note
the 500,000 shares of New CFI to be received pursuant to a Transition Services Agreement. See Item 1604(a)(3) of Regulation S-K.

Response: The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has revised its disclosure on the cover page.

Market and Industry Data, page i

 3. We note your disclosure that industry data was obtained from
third-party sources. Please revise to clarify whether you commissioned any of the third-party data presented in your registration statement.
To the extent that you commissioned any such data, file consents of such third parties pursuant to Rule 436 of the Securities Act as
exhibits to your registration statement.

Response: The Company acknowledges the Staff's comment and respectfully advises
the Staff that CFI has not commissioned any third party to provide the industry data referenced in the Registration Statement, and it
has made clarifying changes and added information regarding the specific sources of the data on page i.

What are the effective underwriting fees under the various
redemption scenarios?, page x

 4. Please revise the tables to quantify the cash in trust under
each scenario provided.

Response: The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has revised its disclosure on page x.

Questions and Answers About the Proposed Business

What vote is required to approval the proposals?, page
xiv

 5. State whether or not the de-SPAC transaction is structured so
that approval of at least a majority of unaffiliated security holders of Iron Horse is required. Please refer to Item 1606(c) of Regulation
S-K. Add any appropriate risk factors if the transaction is not structured in a way that such approval is required and/or if approval
of the transaction is already assured as a result of the number of shares held by the sponsor.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on page xiv.

    2

Did the Iron Horse Board obtain a third-party valuation,
page xvi

 6. We note that the SPAC Board decided not to obtain a fairness
opinion because it relied on the financial skills and background of its officers and directors in evaluating the operating and financial
merits of companies. Please revise to describe in greater detail the industry experience of the officers and directors that the Board
relied upon in evaluating the financial aspects of the potential business combination.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on page xvi.

Summary, page 1

 7. Provide early in the summary a diagram of the company’s
corporate structure, identifying the person or entity that owns the equity in each depicted entity.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on page 2 to include a summary diagram.

 8. In your summary of risk
factors, disclose the risks that your corporate structure and being based in or having the majority of the company’s operations
in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references
to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system
in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly
with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China based issuers
could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on pages 12-16.

 9. Provide a description of how cash is transferred through your
organization and disclose you intentions to distribute earnings. State whether any transfers, dividends, or distributions have been made
to date between the holding company and its subsidiaries, and quantify the amounts where applicable.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on pages 2-3.

 10. Disclose each permission or approval that you or your subsidiaries
are required to obtain from Chinese authorities to operate your business and to offer the securities being registered to foreign investors.
State whether you or your subsidiaries are covered by permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency. State affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and
your investors if you or your subsidiaries if you (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required
to obtain such permissions or approvals in the future.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on pages 3-4.

    3

 11. Please provide in tabular format in your summary the terms and
amount of compensation to be received by the Sponsor, its affiliates, and promoters in connection with the business combination. Ensure
your disclosure addresses each aspect of Item 1604(b)(4) of Regulation S-K.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on page 10.

 12. We note your disclosure that the time period to complete a business
combination may be extended. Revise your disclosure to state whether shareholders may redeem their shares in connection with any proposal
to extend the time period.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on page 1.

 13. Please disclose any circumstances or arrangements under which
the sponsor, its affiliates, and promoters could indirectly transfer ownership of your securities through transfers of sponsor membership
interests. See Item 1603(a)(6) of Regulation S-K.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on page 10.

 14. We note your disclosure on page 74 regarding Iron Horse’s Board
of Director’s reasons for the approval of the Business Combination. Please revise the summary section to describe any material factors
that the board considered in making this determination. See Item 1604(b)(2) of Regulation S-K.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on page 12.

Risk Factors, page 16

 15. Please add a risk factor disclosing the material risks associated
with the exclusive forum provision in your amended and restated certificate of incorporation.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on page 63.

 16. If the assets in your trust account are securities, including
U.S. Government securities or shares of money market funds registered under the Investment Company Act and regulated pursuant to rule
2a-7 of that Act, disclose the risk that you could be considered to be operating as an unregistered investment company. Disclose that
if you are found to be operating as an unregistered investment company, you may be required to change your operations, wind down your
operations, or register as an investment company under the Investment Company Act. Also include disclosure with respect to the consequences
to investors if you are required to wind down your operations as a result of this status, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and any warrants, which would expire worthless.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on pages 64 and 65.

    4

 17. We note the audit report for Iron Horse Acquisition Corp. includes
a statement expressing substantial doubt about the Company’s ability to continue as a going concern. Please revise your risk factors
to highlight this ability to continue as a going concern, describing the material risks associated with the going concern opinion issued
by the auditor.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on page 69.

 18. Given the Chinese government’s significant oversight and
discretion over the conduct of your business, please revise to highlight separately the risk that the Chinese government may intervene
or influence your operations at any time, which could result in a material change in your operations and/or the value of the securities
you are registering. Also, given recent statements by the Chinese government indicating an intent to exert more oversight and control
over offerings that are conducted overseas and/or foreign investment in China-based issuers, acknowledge the risk that any such action
could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.

Response: The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has revised its disclosure on page 53.

Proposal No. 1 - The Business Combination Proposal,
page 67

 19. State whether or not a majority of the directors (or members
of a similar governing body) of Iron Horse have retained an unaffiliated representative to act solely on behalf of unaffiliated security
holders for purposes of negotiating terms of the de-SPAC transaction and/or preparing a report concerning the approval of the de-SPAC
transaction. Refer to Item 1606(d) of Regulation S-K.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on page 88.

 20. It appears your charter is silent on the corporate opportunities
doctrine. Please address this potential conflict of interest and whether it impacted your search for an acquisition target. Additionally,
please discuss whether any members of the company or the Sponsor owed fiduciary or contractual obligations to any other entities. Please
revise to clarify how the Board considered the conflicts in negotiating and recommending the Business Combination generally.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on page 81.

 21. We note your disclosure
that Iron Horse reviewed an independent valuation analysis, and the underlying assumptions and projections. Please include the disclosures
required by Item 1609 of Regulation S-K.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on pages 82-84.

Other Agreements, page 69

 22. Please disclose the materials terms of the Transition Services
Agreement. Please include any appropriate risk factor disclosure.

Response: The Company acknowledges
the Staff’s comment and respectfully a