SecProbe.io

January 16, 2025
Jose Bengochea
Chief Executive Officer
Iron Horse Acquisitions Corp.
P.O. Box 2506
Toluca Lake, CA 91610
Zhenjun Jiang
Chief Executive Officer
Zhong Guo Liang Tou Group Ltd
Vistra Corporate Services Centre, Wickhams Cay II, Road Town
Tortola, VG 1110, British Virgin Islands
Re:Iron Horse Acquisitions Corp.
Registration Statement on Form S-4
Filed December 19, 2024
File No. 333-283933
Dear Jose Bengochea and Zhenjun Jiang:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4 filed December 19, 2024
Cover Page
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 1.

January 16, 2025
Page 2
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.
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.
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.
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.
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
and its affiliates relative the number outstanding.

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.
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.

January 16, 2025
Page 3
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.
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.
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.
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.
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.
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.

January 16, 2025
Page 4
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.
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.
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.
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.
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.
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.

January 16, 2025
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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.
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.
Other Agreements, page 69
22.Please disclose the materials terms of the Transition Services Agreement.  Please
include any appropriate risk factor disclosure.
Background of the Business Combination, page 70
23.Please revise the first paragraph on page 72 to clarify the entity that prepared
referenced independent valuation report provided by the Target.
Material U.S. Federal Income Tax Consequences, page 88
24.Please revise to provide the federal income tax consequences of the de-SPAC
transaction to (i) the SPAC, (ii) the target company, (iii) target security holders, and
(iv) SPAC security holders. Refer to Item 1605(b)(6) of Regulation S-K.
Iron Horse's Business, page 93
25.We note your disclosure in this section appears to be outdated. For instance, you state
"we have not yet selected a target business with which to consummate our initial
business combination." Please update this section.
26.Please describe the general character of the Sponsor's business. Refer to Item
1603(a)(2) of Regulation S-K.
27.Describe the material roles and responsibilities of the SPAC sponsor, its affiliates, and
any promoters in directing and managing the special purpose acquisition company's
activities.
28.Describe any agreement, arrangement, or understanding between the SPAC sponsor
and the special purpose acquisition company, its officers, directors, or affiliates with
respect to determining whether to proceed with a de-SPAC transaction. Please refer to
Item 1603(a)(5).
29.We note a reference on page 76 to a section titled " Interests of Iron Horse's Directors
and Officers in the Business Combination " but note that this section does not appear
in the filing. Please describe any actual or potential material conflict of interest of the
SPAC sponsor, its affiliates, the SPAC's officers, directors or promoters and the
unaffiliated security holders of the SPAC. Please refer to Item 1603(b) of Regulation
S-K. List each actual or potential source of conflict individually, describe how the
conflict of interest may result and quantify the interest.

January 16, 2025
Page 6
Information about CFI Group
Corporate History and Structure, page 109
30.We note your disclosure on page 111 that OpCo 4 is in the process of planning to
launch. Please update to disclose when OpCo 4 is expected to launch.
Business and Growth Strategy, page 111
31.We note that CFI plans to enter into collaborative arrangements with Mr. Jiang for its
own production capabilities. Please update the disclosure here and throughout
regarding these arrangements if any arrangements are entered into.
Our Products, page 113
32.We note your disclosure that your Slimming Biscuits have passed third-party
certification for weight-loss efficacy. Please revise your disclosure to include more
information on the third-party who has certified that health claim.
33.We note your Collagen Peptide Prebiotic is "suitable for individuals managing weight,
digestive issues, or immune deficiencies" and your Natto Compound Gel Candy can
"lower blood lipids and dissolve plaque, improving circulation." Please revise your
disclosure to state the basis for these claims.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
CFI
Impact of Macroeconomic Conditions, page 156
34.We note your disclosure here that increasing inflation may impact your business.
Please revise this section to state whether inflationary pressures have materially
impacted your operations. In this regard, identify the types of inflationary pressures
you are facing and how your business has been affected. Please also note any efforts
you have taken to mitigate inflationary pressures.
Comparison of Corporate Governance and Stockholder Rights, page 195
35.Please revise this section to include the rights of target company security holders.
Refer to Item 1605(b)(4) of Regulation S-K.
Where You Can Find More Information, page 202
36.We note your disclosure that "[a]ll information contained in this proxy
statement/prospectus relating to Iron Horse has been supplied by Iron Horse, and all
such information relating to CFI has been supplied by CFI" and that "[i]nformation
provided by either the Iron Horse or CFI does not constitute any representation,
estimate or projection of any other party." Because these statements could be read as a
disclaimer of your responsibility for the disclosure in your filing, please revise to
remove any implication that Iron Horse or CFI disclaim any responsibility for any of
the di