SecProbe.io

CORRESP
 1
 filename1.htm

 Iron Horse Acquisitions Corp.

 P.O. Box 2506

 Toluca Lake, CA 91610

 Zhong Guo Liang Tou Group Ltd

 Room 2712, Zhuhai Center Building, No. 1663 Yinwan
Road, Xiangzhou District

 Zhuhai City, Guangdong Province, People's
Republic of China

 May 8, 2025

 VIA EDGAR

 Ms. Erin Donahue

 Ms. Asia Timmons-Pierce

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities & Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 RE:
 Iron Horse Acquisitions Corp. and Zhong Guo Liang Tou Group Ltd (the "Co-Registrants")

 Registration Statement on Form S-4

 (File No. 333-283933) (the "Registration Statement")

 Dear Ms. Donahue and Ms. Timmons-Pierce:

 The Co-Registrants hereby request,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that the Registration Statement will become effective as of 5:00 p.m. on May 12, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Iron Horse Acquisitions Corp.

 By:
 /s/ Jose Bengochea

 Name:
 Jose Bengochea

 Title:
 Chief Executive Officer

 Zhong Guo Liang Tou Group Ltd

 By:
 /s/ Zhenjun Jiang

 Name:
 Zhenjun Jiang

 Title:
 Chief Executive Officer

CORRESP
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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

 May 6, 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.

 Amendment No. 5 to Registration Statement on Form S-4
 Filed April 30, 2025
 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 May 6, 2025 (the " Comment Letter " ) regarding the
Company's Amendment No. 4 to Registration Statement on Form S-4 (the " Registration Statement ").

 The Company has filed via EDGAR an Amendment No.
5 to the Registration Statement on Form S-4 (the " Amended Registration Statement "), which is an exhibits-only
to file the signed versions of two exhibits. For ease of reference we have reproduced your comment in bold below with our response following.

 Amendment No. 5 to Registration Statement
on Form S-4

 General

 1. We note that many of your exhibits have been filed as "form of." Please file these exhibits
in executed form for any that have been executed. For example, please file your executed Seller Support Agreement.

 RESPONSE:
In response to the Staff's comment, the Company has filed as exhibits to Amendment No. 6 the executed copies of both the
Seller Support Agreement and the Sponsor Support Agreement. The other exhibits labeled as "forms of" are the lock-up
agreements and the registration rights agreement. These documents are to be signed at closing of the business combination.

 Please do not hesitate to contact Tahra Wright
at (212) 407-4990 or Joan S. Guilfoyle at (202) 524-8467 if you would like additional information with respect to any of the foregoing.
Thank you.

 Sincerely,

 /s/ Tahra Wright

 Tahra Wright

May 6, 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.
Amendment No. 5 to Registration Statement on Form S-4
Filed April 30, 2025
File No. 333-283933
Dear Jose Bengochea and Zhenjun Jiang:
            We have reviewed your amended registration statement and have the following
comment.
            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. Unless we note
otherwise, any references to prior comments are to comments in our April 29, 2025 letter.
Form S-4/A filed April 30, 2025
General
1.We note that many of your exhibits have been filed as "form of." Please file these
exhibits in executed form for any that have been executed. For example, please file
your executed Seller Support Agreement.

May 6, 2025
Page 2
            Please contact Beverly Singleton at 202-551-3328 or Jennifer Thompson at 202-551-
3737 if you have questions regarding comments on the financial statements and related
matters. Please contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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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

 April 30, 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.

 Amendment No. 4 to Registration Statement on Form S-4
 Filed April 14, 2025
 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 April 29, 2025 (the " Comment Letter " ) regarding
the Company's Amendment No. 3 to Registration Statement on Form S-4 (the " Registration Statement ").

 The Company has filed via EDGAR an Amendment No.
5 to the Registration Statement on Form S-4 (the " Amended Registration Statement "), which is an exhibits-only
filing reflecting a corrected Fee Table and one other exhibit. For ease of reference we have reproduced your comments in bold below with
our response following.

 Amendment No. 4 to Registration Statement
on Form S-4

 General

 1. It appears that you are attempting to rely on Rule 457(p) to offset the fees for the new securities being
registered to the existing stockholders of the Company with fees paid in connection with the Company's IPO. The Company's IPO was completed,
and the securities registered were sold. Therefore, you are not able to offset in reliance on Rule 457(p). Please revise your fee table,
or advise.

 RESPONSE: The
Company respectfully requests that the Staff reconsider this comment. At the time of its IPO, the Company registered units, shares of
common stock included in the units, warrants included in the units and rights included in the units. The Company agrees that those securities
were sold in the IPO and it has not sought to use the registration fee associated with those securities to offset the fee due with this
registration statement. The Company also registered shares underlying the warrants and rights however which shares were not issued in
the IPO. As such, the Company believes it can appropriately use the registration fee associated with those securities only to offset the
fee in this transaction. The Company is filing a revised Exhibit 107 herewith to correct the date of the S-1 amendment with the final
fee table from October 19, 2023 (the date the Form S-1 was first filed) to December 22, 2023. In addition, in connection with an increase
in the size of the offering at the time of pricing of the IPO, the Company filed a Form S-1MEF which registered additional securities
of all of the types initially registered in the S-1. Again, the Company is only offsetting the current fee with the fee paid to register
the shares underlying the warrants and the rights.

 2. We note you removed the 47,888,000 shares of common stock issued to Rosy Sea Holdings Limited from
the Fee Table. If you do not intend to register those shares, please advise us of the exemption from the Securities Act that you are relying
upon and provide an analysis supporting the use of such exemption.

 RESPONSE: The Company advises the Staff that it does not intend on registering the shares and, based on our telephone discussions with the Staff,
do not believe it is able to as Rosy Sea signed the Support Agreement. The Company is relying on the exemption provided by Section 4(2)
of the Securities Act as it is a transaction not involving a public offering. The securities are only be offered to one entity, Rosy Sea
Holdings Limited. The securities that will be issued to Rosy Sea Holdings Limited will be restricted securities.

 Please do not hesitate to contact Tahra Wright
at (212) 407-4990 or Joan S. Guilfoyle at (202) 524-8467 if you would like additional information with respect to any of the foregoing.
Thank you.

 Sincerely,

 /s/ Tahra Wright

 Tahra Wright

April 29, 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.
Amendment No. 4 to Registration Statement on Form S-4
Filed April 14, 2025
File No. 333-283933
Dear Jose Bengochea and Zhenjun Jiang:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our April 11, 2025 letter.
Amendment No. 4 to Registration Statement on Form S-4 filed April 14, 2025
General
It appears that you are attempting to rely on Rule 457(p) to offset the fees for the new
securities being registered to the existing stockholders of the Company with fees paid
in connection with the Company's IPO. The Company's IPO was completed, and the
securities registered were sold. Therefore, you are not able to offset in reliance on 1.

April 29, 2025
Page 2
Rule 457(p). Please revise your fee table, or advise.
2.We note you removed the 47,888,000 shares of common stock issued to Rosy Sea
Holdings Limited from the Fee Table. If you do not intend to register those shares,
please advise us of the exemption from the Securities Act that you are relying upon
and provide an analysis supporting the use of such exemption.
            Please contact Beverly Singleton at 202-551-3328 or Jennifer Thompson at 202-551-
3737 if you have questions regarding comments on the financial statements and related
matters. Please contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
 1
 filename1.htm

 345 Park Avenue
New York, NY 10154-1895
 Direct Main Fax
 212.407.4000 212.407.4000 212.407.4990

 Via Edgar

 April 14, 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.

 Amendment No. 3 to Registration Statement on Form S-4
 Filed April 7, 2025
 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 April 11, 2025 (the " Comment Letter " ) regarding
the Company's Amendment No. 3 to Registration Statement on Form S-4 (the " Registration Statement ").

 The Company has filed via EDGAR an Amendment No.
4 to the Registration Statement on Form S-4 (the " Amended Registration Statement "), which reflects the Company's
responses to the Comment Letter and certain updated information including an updated Exhibit 107. 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. The updated Exhibit 107 reflects the removal of the shares to be issued in the share exchange from registration as it
was determined that as the sole shareholder had consented to the transaction at the time of signing, the investment decision was made
at that time and therefore the shares cannot be registered on Form S-4. In addition, in accordance with Rule 145a, as the business combination
is deemed to be an offer of new securities to the existing stockholders of the Company, the total number of the Company's common
stock, warrants, rights and shares upon exercise of the rights have been added to Exhibit 107.

 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.

 Amendment No. 3 to Registration Statement
on Form S-4

 Compensation to the Sponsor, its Affiliates
and Promoters in Connection with the Business

 Combination, page 11

 1. Please update to reflect the loan made by the Sponsor to Iron Horse pursuant to the Letter Agreement
entered into on April 2, 2025.

 RESPONSE: The referenced
section has been revised in accordance with the Staff's comment.

 Experts, page 224

 2. Please expand the first sentence in the first paragraph under this heading to disclose that MaloneBailey,
LLP audited the financial statements of Iron Horse Acquisitions Corp. as of December 31, 2024 and 2023 and for the years ended December
31, 2024 and 2023. The current disclosure only refers to the period as of December 31, 2023 and the year then ended.

 RESPONSE: The "Experts"
section has been revised in accordance with the Staff's comment.

 General

 3. We note your disclosure regarding the status of your CSRC filing. Please tell us how you plan to notify
investors about receiving the CSRC approval.

 RESPONSE: We
would expect that if the CSRC approval is obtained prior to the date of the special meeting, the Company would file a prospectus supplement
and a Form 8-K to disclose this fact. If the CSRC approval is not received until after the special meeting, the Company would disclose
this fact by filing a Current Report on Form 8-K.

 Please do not hesitate to contact Tahra Wright
at (212) 407-4990 or Joan S. Guilfoyle at (202) 524-8467 if you would like additional information with respect to any of the foregoing.
Thank you.

 Sincerely,

 /s/ Tahra Wright

 Tahra Wright

April 11, 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.
Amendment No. 3 to Registration Statement on Form S-4
Filed April 7, 2025
File No. 333-283933
Dear Jose Bengochea and Zhenjun Jiang:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our April 1, 2025 letter.
Amendment No. 3 to Registration Statement on Form S-4
Compensation to the Sponsor, its Affiliates and Promoters in Connection with the Business
Combination, page 11
1.Please update to reflect the loan made by the Sponsor to Iron Horse pursuant to the
Letter Agreement entered into on April 2, 2025.

April 11, 2025
Page 2
Experts, page 224
2.Please expand the first sentence in the first paragraph under this heading to disclose
that MaloneBailey, LLP audited the financial statements of Iron Horse Acquisitions
Corp. as of December 31, 2024 and 2023 and for the years ended December 31, 2024
and 2023. The current disclosure only refers to the period as of December 31, 2023
and the year then ended.
General
3.We note your disclosure regarding the status of your CSRC filing. Please tell us how
you plan to notify investors about receiving the CSRC approval.
            Please contact Beverly Singleton at 202-551-3328 or Jennifer Thompson at 202-551-
3737 if you have questions regarding comments on the financial statements and related
matters. Please contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
 1
 filename1.htm

 345 Park Avenue
 New York, NY 10154-1895
 Direct Main Fax
 212.407.4000 212.407.4000 212.407.4990

 Via Edgar

 April 7, 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.

 Amendment No. 2 to Registration Statement on Form S-4
 Filed March 18, 2025
 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 April 1, 2025 (the " Comment
Letter " ) regarding the Company's Amendment No. 2 to its Registration Statement on Form S-4 (the
" Registration Statement ").

 The Company has filed via EDGAR an Amendment No.
3 to the Registration Statement on Form S-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.

 Amendment No. 2 to Registration Statement
on Form S-4 filed March 18, 2025

 Material U.S. Federal Income Tax Consequences,
page 99

 1. Please revise to expand your disclosure to address the federal income tax consequences of the de-SPAC
transaction to "the SPAC, the target company, and their respective security holders," as required by Item 1605(b)(6) of Regulation
S-K, and provide a tax opinion that addresses each material tax consequence to an investor.

 RESPONSE: The
disclosure has been revised to clarify that the business combination will not have any federal income tax consequences on the SPAC
stockholders as they are not exchanging shares in the business combination. In addition, the seller is not a U.S. Person. As such,
it will have no federal income tax consequences on the Seller. As such, we do not believe any federal income tax opinion is
required.

 Unaudited Pro Forma Condensed Combined Financial
Information, page 180

 2. We note from page 60 that the Inflation Reduction Act of 2022 imposes a 1% U.S. federal excise tax
on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022. In this regard,
please tell us how your pro forma financial statements reflect the accrual and/or payment of this tax in your maximum redemptions scenario.

 RESPONSE: The Company
acknowledges the Staff's comment and advises that the Inflation Reduction Act of 2022 imposes a nondeductible 1% excise tax on
a publicly traded corporation for the net value of certain stock that the corporation repurchases during the tax year. The value of repurchases
subject to the tax is reduced by the value of any stock issued by the corporation during the tax year, including stock issued or provided
to the employees of the corporation or employees of a specified affiliate of the corporation during the tax year, whether or not such
stock is issued or provided in response to the exercise of an option to purchase such stock. Under the maximum redemption scenario, the
Company would redeem 6,900,000 Public Shares. In the same tax period the Company will issue 47,888,000 shares to the stockholder of Zhong
Guo Liang Tou. The value of the stock issued to Target will exceed the redemptions subject to the excise tax resulting in no tax being
reflected in the pro forma financial statements.

 Zhong Guo Liang Tou Group Limited Financial
Statements

 Report of Independent Registered Public
Accounting Firm, page F-27

 3. Please refer to Instruction L.2.d of Form S-4 and provide the change in auditor disclosures required
by Item 304 of Regulation S-K.

 RESPONSE: The change
in auditor disclosure has been provided on page 224 of the Amended Registration Statement. In addition, the requisite letter from the former auditor has been filed as Exhibit 16.1 to the Amended Registration Statement.

 General

 4. Please update the information throughout as of the most recent practicable date. For instance, we note
your disclosure that OpCo 4 is anticipated to hold its first livestream by the end of February 2025, but note no disclosure stating whether
that goal was achieved.

 RESPONSE: The disclosure
throughout has been updated in accordance with the Staff's comment

 5. We note your response to prior comment 10 and reissue in part. Please revise to provide the disclosures
required by Items 1603(b) and 1604(b)(3) of Regulation S-K. Specifically, in your summary and prospectus body include the potential conflicts
of interest discussed elsewhere, such as Mr. Jiang's continued control over the company.

 RESPONSE: In accordance
with the Staff's comment, the requisite disclosure has been added on pages xviii, 12, 69 and 91 of the Amended Registration Statement.

 Please do not hesitate to contact Tahra Wright
at (212) 407-4990 or Joan S. Guilfoyle at (202) 524-8467 if you would like additional information with respect to any of the foregoing.
Thank you.

 Sincerely,

 /s/ Tahra Wright

 Tahra Wright

April 1, 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.
Amendment No. 2 to Registration Statement on Form S-4
Filed March 18, 2025
File No. 333-283933
Dear Jose Bengochea and Zhenjun Jiang:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our February 12, 2025 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed March 18, 2025
Material U.S. Federal Income Tax Consequences, page 99
1.Please revise to expand your disclosure to address the federal income tax
consequences of the de-SPAC transaction to "the SPAC, the target company, and their
respective security holders," as required by Item 1605(b)(6) of Regulation S-K, and
provide a tax opinion that addresses each material tax consequence to an investor.

April 1, 2025
Page 2
Unaudited Pro Forma Condensed Combined Financial Information, page 180
2.We note from page 60 that the Inflation Reduction Act of 2022 imposes a 1% U.S.
federal excise tax on certain repurchases (including redemptions) of stock by publicly
traded U.S. corporations after December 31, 2022.  In this regard, please tell us how
your pro forma financial statements reflect the accrual and/or payment of this tax in
your maximum redemptions scenario.
Zhong Guo Liang Tou Group Limited Financial Statements
Report of Independent Registered Public Accounting Firm, page F-27
3.Please refer to Instruction L.2.d of Form S-4 and provide the change in auditor
disclosures required by Item 304 of Regulation S-K.
General
4.Please update the information throughout as of the most recent practicable date. For
instance, we note your disclosure that OpCo 4 is anticipated to hold its first livestream
by the end of February 2025, but note no disclosure stating whether that goal was
achieved.
5.We note your response to prior comment 10 and reissue in part. Please revise to
provide the disclosures required by Items 1603(b) and 1604(b)(3) of Regulation S-K.
Specifically, in your summary and prospectus body include the potential conflicts of
interest discussed elsewhere, such as Mr. Jiang's continued control over the company.
            Please contact Jennifer Thompson at 202-551-3737 or Beverly Singleton at 202-551-
3328 if you have questions regarding comments on the financial statements and related
matters. Please contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
 1
 filename1.htm

 345
 Park Avenue
 New
 York, NY 10154-1895
 Direct
Main
Fax
 212.407.4000

 212.407.4000
 212.407.4990

 Via
Edgar

 March
18, 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.

 Amendment
 No. 1 to Registration Statement on Form S-4
 Filed
 January 28, 2025
 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 February 12, 2025 (the
 " Comment Letter " ) regarding the Company's Amendment No. 1 to Registration Statement on Form S-4 (the
" Registration Statement ").

 The
Company has filed via EDGAR an Amendment No. 2 to the Registration Statement on Form S-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.

 Amendment
No. 1 to Registration Statement Form F-4/A filed January 28, 2025

 What
vote is required to approve the Proposals?, page xiv

 1.
 We note
 your amended disclosure and your response to prior comment 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.

 Response :
The Company acknowledges the Staff's comment and respectfully advises the Staff that it has revised its disclosure on page (v)
and elsewhere in the Amended Registration Statement to disclose that no separate vote of a majority of the unaffiliated stockholders
is received.

 Summary,
page 1

 2.
 We note
 your response to prior comment 12 and your amended disclosure, and reissue in part. We note your disclosure on page 1 that states
 redemption rights apply in the event of an approval of an amendment to the company's amended and restated certificate of incorporation
 to extend the time to complete a business combination beyond 18 months. Please revise to state whether shareholders may redeem their
 shares in connection with the two allowable three months extensions.

 Response :
The Company acknowledges the Staff's comment and respectfully advises the Staff that it has revised its disclosure on page and
elsewhere to disclose that there are no redemption rights in connection with the two allowable extensions.

 The
approval or relevant PRC regulatory authorities and compliance procedures.. , page 49

 3.
 We note
 your risk factor disclosure on page 50 that it is the opinion of Jingsh & H Y Leung that your business operations do not currently
 involve data processing. Please file this opinion as an exhibit.

 Response :
The Company acknowledges the Staff's comment and respectfully advises the Staff that it has filed the opinion of Guangdong Xinyu
Law Firm as an exhibit.

 Material
U.S. Federal Income Tax Consequences, page 100

 4.
 We are
 still considering your response to prior comment 24 and we may have further comments.

 Response :
The Company acknowledges the Staff's comment.

 Iron
Horse's Business, page 108

 5.
 We note
 your disclosure on page 111 that "None of our Sponsor, directors and officers have any SPAC experience prior to Iron Horse."
 Please revise this disclosure to include any SPAC experience post Iron Horse. For instance, we note Mr. Bengochea and Mr. Caragol
 are both executive officers of Iron Horse Acquisition II, which recently filed its IPO.

 Response :
The Company acknowledges the Staff's comment and respectfully advises the Staff that it has revised its disclosure on page 110.

 Compensation
of Directors and Executive Officers, page 203

 6.
 Please
 update to include compensation for fiscal year end December 31, 2024.

 Response :
The Company acknowledges the Staff's comment and respectfully advises the Staff that it has revised its disclosure on page 203.

 Notes
to Unaudited Consolidated Financial Statements

 Revenue
Recognition - Wholesale distribution segment, page F-61

 7.
 We note
 in your response to comment 39, your reference to TRG 46, and the revised disclosure on page F-61. Please clarify for us whether
 you allocate part of the transaction price to the customer's right to minimum purchase volumes required by the distributor
 agreements. Otherwise, explain to us what would give rise to any remaining revenue associated with a minimum purchase volume to which
 you refer. Given your disclosure that you determined that minimum purchase volumes required by the distributor agreements, if any,
 do not provide a distributor a material right that gives rise to a separate performance obligation, explain to us how you considered
 ASC 606-10-55-43 in your accounting. Please explain to us in detail how you applied the guidance in ASC 606-10-55-41 to ASC 606-10-55-49
 to your accounting for your customers rights to minimum purchase volumes required by the distributor agreements.

 Response :
The Company acknowledges the Staff's comment and respectfully advises the Staff that it does not allocate part of the transaction
price to the customer's right to minimum purchase volumes required by the distributor agreements.

 2

 A
customer option should be accounted for as a separate performance obligation only if it provides a material right to the customer that
the customer would not receive without entering into the distributor agreement. ASC 606-10-55-41 through 55-45 explain the accounting
for customer options for additional goods or services as follows:

 ASC
606-10-55-41 Customer options to acquire additional goods or services for free or at a discount come in many forms, including
sales incentives, customer award credits (or points), contract renewal options, or other discounts on future goods or services.

 ASC
606-10-55-42 If, in a contract, an entity grants a customer the option to acquire additional goods or services, that
option gives rise to a performance obligation in the contract only if the option provides a material right to the customer that it would
not receive without entering into that contract (for example, a discount that is incremental to the range of discounts typically given
for those goods or services to that class of customer in that geographical area or market). If the option provides a material right to
the customer, the customer in effect pays the entity in advance for future goods or services, and the entity recognizes revenue when
those future goods or services are transferred or when the option expires.

 ASC
606-10-55-43 If a customer has the option to acquire an additional good or service at a price that would reflect the
standalone selling price for that good or service, that option does not provide the customer with a material right even if the option
can be exercised only by entering into a previous contract. In those cases, the entity has made a marketing offer that it should account
for in accordance with the guidance in this Topic only when the customer exercises the option to purchase the additional goods or services.

 ASC
606-10-55-44 Paragraph 606-10-32-29 requires an entity to allocate the transaction price to performance
obligations on a relative standalone selling price basis. If the standalone selling price for a customer's option to acquire additional
goods or services is not directly observable, an entity should estimate it. That estimate should reflect the discount that the customer
would obtain when exercising the option, adjusted for both of the following:

 a.
Any discount that the customer could receive without exercising the option

 b.
The likelihood that the option will be exercised.

 ASC
606-10-55-45 If a customer has a material right to acquire future goods or services and those goods or services are similar
to the original goods or services in the contract and are provided in accordance with the terms of the original contract, then an entity
may, as a practical alternative to estimating the standalone selling price of the option, allocate the transaction price to the optional
goods or services by reference to the goods or services expected to be provided and the corresponding expected consideration. Typically,
those types of options are for contract renewals.

 Based
on the above guidance, the Company evaluated whether the customer's option to acquire an additional good under the distributor
agreement provides the customer with a material right, noting the following:

 ● the
 contractual purchase volume minimal included in a distributor agreement with a customer represents
 a promise to transfer specified goods, not a stand-ready obligation, as the terms of the
 distributor agreement require customers to submit purchase orders with a specific number
 of distinct good(s) at a later date in order to create an obligation for the Company to perform
 (and the customer to pay). Accordingly, each customer purchase order creates a performance
 obligation for the Company, not the distributor agreement itself.

 ● the
 selling price of the goods stated in the distributor agreement is consistent across all distributors.
 The Company only sells its products to customers with whom a distributor agreement has been
 entered into. As such, the price of goods in the distributor agreements reflects the standalone
 selling price of the goods.

 3

 ● the
 customer's option to acquire additional goods under a distributor agreement reflects
 the standalone selling price for those goods.

 ● in
 instances where there is a shortfall to the contractual purchase volume minimum at the end
 of the distributor agreement's term, the distributor agreement's term require
 the customer to pay for the amount of the shortfall at the standalone selling price setforth
 in the distributor agreement. If the customer does meet the contractual purchase volume minimum
 during the term of the distributor agreement, the standalone selling price of the good continues
 to be in effect for future purchases. There is no discount to the standalone selling price
 on additional purchases of goods based on achieving or missing the contractual purchase volume
 minimum.

 As
a result, the customer's right to a contractual purchase volume minimum provided in the distributor agreement is not considered
a material right to the customer and there is accordingly no additional, separate performance obligation to account for. A customer's
right to a contractual purchase volume minimum would be accounted for when it is exercised by a customer.

 A
customer's purchase shortfall to a contractual purchase volume minimum was determined to represent unexercised rights, the accounting
of which are explained by the ASC 606-10-55-46 through 55-49 as follows:

 ASC
606-10-55-46 In accordance with paragraph 606-10-45-2, upon receipt of a prepayment from a customer, an entity should
recognize a contract liability in the amount of the prepayment for its performance obligation to transfer, or to
stand ready to transfer, goods or services in the future. An entity should derecognize that contract liability (and recognize revenue)
when it transfers those goods or services and, therefore, satisfies its performance obligation.

 ASC
606-10-55-47 A customer's nonrefundable prepayment to an entity gives the customer a right to receive a good or service in
the future (and obliges the entity to stand ready to transfer a good or service). However, customers may not exercise all of their contractual
rights. Those unexercised rights are often referred to as breakage.

 ASC
606-10-55-48 If an entity expects to be entitled to a breakage amount in a contract liability, the entity should recognize
the expected breakage amount as revenue in proportion to the pattern of rights exercised by the customer. If an entity does not expect
to be entitled to a breakage amount, the entity should recognize the expected breakage amount as revenue when the likelihood of the customer
exercising its remaining rights becomes remote. To determine whether an entity expects to be entitled to a breakage amount, the entity
should consider the guidance in paragraphs 606-10-32-11 through 32-13 on constraining estimates of variable consideration.

 ASC
606-10-55-49 An entity should recognize a liability (and not revenue) for any consideration received that is attributable
to a customer's unexercised rights for which the entity is required to remit to another party, for example, a government entity in accordance
with applicable unclaimed property laws.

 Based
on the above guidance, the Company evaluated whether it should record revenue related to a customer's unexercised rights noting
the following:

 ● the
 Company does not receive prepayments from its customers, rather the Company is paid for the
 performance obligations only after the performance obligations are satisfied.

 ● No
 distributor agreements reached the end of the original term nor were any distributor agreements
 terminated early as of September 30, 2024

 ● the
 standalone selling price remains fixed throughout the duration of the distribution agreement,
 regardless of whether the contractual purchase volume minimum is met or not.

 ● in
 the case of a customer's shortfall to a contractual purchase volume requirement at
 the end of the term of a distributor agreement, a customer would not have exercised its obligation
 ("option") to purchase the remaining goods under the distribution agreement and
 no future deliveries would be expected under the distribution agreement.

 4

 ● the
 Company is in its first year of operations and therefore lacks history with its customers
 to estimate the probability of a customer's shortfall to a contractual purchase volume
 minimum or the probability that a customer would pay the amount of the shortfall

 As
a result, the Company should record revenue related to a customer's unexercised rights in proportion to the pattern of rights exercised
by the customer, assuming an appropriate estimate of the amount of consideration the Company would receive could be made. ASC 606-10-55-48 refers
to the guidance in ASC 606-10-32-11 through 32-13 on constraining estimates of variable consideration in cases where there
is significant uncertainty to the amounts that a company will ultimately receive. Given the significant uncertainty around the Company's
ability to estimate the occurrence and amount of a purchase shortfall to a contractual purchase volume minimum, as well as the probability
of a customer payment for the purchase shortfall to a contractual purchase volume minimum, no revenue was recognized by the Company during
the nine months ended September 30, 2024 since it was not deemed probable that a significant reversal in revenue recognized would not
occur when the uncertainty was resolved.

 At
the end of each reporting period, the Company will up

February 12, 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.
Amendment No. 1 to
Registration Statement on Form S-4
Filed January 28, 2025
File No. 333-283933
Dear Jose Bengochea and Zhenjun Jiang:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our January 16, 2025 letter.
Registration Statement on Form S-4 filed January 28, 2025
What vote is required to approve the Proposals?, page xiv
We note your amended disclosure and your response to prior comment 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 1.

February 12, 2025
Page 2
1606(c) of Regulation S-K. Add any appropriate risk factors.
Summary, page 1
2.We note your response to prior comment 12 and your amended disclosure, and reissue
in part. We note your disclosure on page 1 that states redemption rights apply in the
event of an approval of an amendment to the company's amended and restated
certificate of incorporation to extend the time to complete a business combination
beyond 18 months. Please revise to state whether shareholders may redeem their
shares in connection with the two allowable three months extensions.
The approval or relevant PRC regulatory authorities and compliance procedures.. , page 49
3.We note your risk factor disclosure on page 50 that it is the opinion of Jingsh & H Y
Leung that your business operations do not currently involve data processing. Please
file this opinion as an exhibit.
Material U.S. Federal Income Tax Consequences, page 100
4.We are still considering your response to prior comment 24 and we may have further
comments.
Iron Horse's Business, page 108
5.We note your disclosure on page 111 that "None of our Sponsor, directors and officers
have any SPAC experience prior to Iron Horse." Please revise this disclosure to
include any SPAC experience post Iron Horse. For instance, we note Mr. Bengochea
and Mr. Caragol are both executive officers of Iron Horse Acquisition II, which
recently filed its IPO.
Compensation of Directors and Executive Officers, page 203
6.Please update to include compensation for fiscal year end December 31, 2024.
Notes to Unaudited Consolidated Financial Statements
Revenue Recognition - Wholesale distribution segment, page F-61
7.We note in your response to comment 39, your reference to TRG 46, and the revised
disclosure on page F-61. Please clarify for us whether you allocate part of the
transaction price to the customer’s right to minimum purchase volumes required by
the distributor agreements. Otherwise, explain to us what would give rise to any
remaining revenue associated with a minimum purchase volume to which you refer.
Given your disclosure that you determined that minimum purchase volumes required
by the distributor agreements, if any, do not provide a distributor a material right that
gives rise to a separate performance obligation, explain to us how you considered
ASC 606-10-55-43 in your accounting. Please explain to us in detail how you applied
the guidance in ASC 606-10-55-41 to ASC 606-10-55-49 to your accounting for your
customers rights to minimum purchase volumes required by the distributor
agreements.

February 12, 2025
Page 3
Note 9 - Related Party Transactions, page F-66
8.We note your response to comment 40 and we reissue the comment. Please explain to
us in detail how your accounting treatment is grounded in the accounting guidance
under ASC 845-10-15-4.b. Cite the specific U.S. GAAP guidance on which you based
your conclusion. Also, tell us how you considered the guidance in SAB Topic 5G.
General
9.Please revise your disclosure to state whether there were any redemptions in
connection with the December 16, 2024 extension period.
10.We note in response to prior comment 48 you revised your cover page. Please also
revise to provide the disclosures required by Items 1604(b)(4) and 1603(b) of
Regulation S-K.
11.In your next amendment please provide the missing information throughout your
prospectus, including, but not limited to, the information in your Directors and
Executive Officers of New CFI After the Business Combination and Security
Ownership of Certain Beneficial Owners and Management sections.
            Please contact Heather Clark at 202-551-3624 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related
matters. Please contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    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

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
Page 5
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

CORRESP
1
filename1.htm

 Iron Horse Acquisitions Corp.

P.O. Box 2506

Toluca Lake, California 91610

December 21, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Pearlyne Paulemon

RE:	Iron Horse Acquisitions Corp. (the “Company”)

Registration Statement on Form S-1, File No: 333-275076

(the “Registration Statement”)

Request for Acceleration

Ladies and Gentlemen:

The Company hereby requests, pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that
such Registration Statement will become effective as of 4:00 p.m., Eastern Time, on December 26, 2023, or as soon thereafter as practicable.

The Company hereby acknowledges that:

 · Should the U.S. Securities and Exchange Commission (the “Commission”) or the Staff,
acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking
any action with respect to the Registration Statement;

 · The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the
Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement; and

 · The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

[Signature page follows]

    Very truly yours,

    Iron Horse Acquisitions Corp.

    By:
    /s/ Jose Antonio Bengochea

    Name: Jose Antonio Bengochea

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

EF HUTTON LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

December 21, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Pearlyne Paulemon

    RE:
    Iron Horse Acquisitions Corp. (the “Company”)

    Registration Statement on Form S-1, File No: 333-275076

    (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), EF Hutton
LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the above-captioned
Registration Statement be accelerated so as to permit it to become effective on December 26, 2023 at 4:00 p.m., Eastern time, or as soon
thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations
of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise you
that, through December 21, 2023, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate
in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated December
5, 2023, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

EF HUTTON LLC

By: /s/ Sam
Fleischman

Name: Sam Fleischman

Title: Supervisory
Principal

CORRESP
1
filename1.htm

Kenneth C. Winterbottom IV

        Phone: (410) 457-3453

        Fax: (443) 637-7829

kwinterbottom@zarrenlawgroup.com

        www.zarrenlawgroup.com

December 5, 2023

Via EDGAR and Overnight Delivery

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Pearlyne Paulemon

In the Matter of:

Iron Horse Acquisitions
Corp. (the “Company”)

Registration Statement
on Form S-1, File No: 333-275076

(the “Registration
Statement”)

Ladies and Gentlemen:

On behalf of our client,
Iron Horse Acquisitions Corp. (the “Company”), we submit this letter in response to comments from the staff
(the “Staff”) of the U.S. Securities and Exchange Commission contained in its letter dated November 15, 2023,
relating to the above-referenced Registration Statement. We are concurrently submitting via EDGAR this letter and a revised draft
of the Registration Statement (“Amended Registration Statement”).

Form S-1 filed October 19, 2023 Part
II

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES,
page II-3

 1. Please revise your Exhibit 107 - Registration Fee Table to clarify when and how the registration
statement fees were paid.

The Company respectfully
acknowledges the Staff’s comments and has refiled with the Amended Registration Statement an updated version of the filing
fee table required to be filed as Exhibit 107 by Item 601 of Regulation S-K.

Please direct any questions
regarding the Company’s responses or the Amended Registration Statement to me at (410) 457-3453.

Sincerely,

Zarren
Law Group, LLC

    /s/ Kenneth C. Winterbottom IV

    Kenneth C. Winterbottom IV

    cc:
    Jose A. Bengochea, Chief Executive Officer, Iron Horse Acquisitions Corp.

    David J. Levine, Loeb & Loeb LLP

United States securities and exchange commission logo
November 15, 2023
Jose Bengochea
Chief Executive Officer
Iron Horse Acquisitions Corp.
P.O. Box 2506
Toluca Lake, CA 91610
Re:Iron Horse Acquisitions Corp.
Registration Statement on Form S-1
Filed October 19, 2023
File No. 333-275076
Dear Jose Bengochea:
            We have reviewed your registration statement and have the following comment.
            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.
Form S-1 filed October 19, 2023
Part II
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES, page II-3
1.Please revise your Exhibit 107 - Registration Fee Table to clarify when and how the
registration statement fees were paid.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Paul Cline at 202-551-3851 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please

 FirstName LastNameJose Bengochea
 Comapany NameIron Horse Acquisitions Corp.
 November 15, 2023 Page 2
 FirstName LastName
Jose Bengochea
Iron Horse Acquisitions Corp.
November 15, 2023
Page 2
contact Pearlyne Paulemon at 202-551-8714 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Kenneth C. Winterbottom IV