Iron Horse Acquisitions Announces Business Combination Agreement With Parent of Zhong Guo Liang Tou Group Limited (D/B/A China Food Investment)
Iron Horse Acquisitions Corp. (NASDAQ: IROH) has entered into a definitive business combination agreement with Rosey Sea Holdings , the parent company of Zhong Guo Liang Tou Group (d/b/a China Food Investment). Upon completion, CFI will become a wholly-owned subsidiary of Iron Horse, which plans to change its name to China Food Investment. The combined company will have an estimated post-transaction enterprise value of $523 million.
CFI focuses on producing and selling health and agricultural biotechnology food products through subsidiaries in Hong Kong, PRC, and Mainland China. The company aims to become a leading online-offline health foods sales group in Asia and internationally. The transaction is expected to close in the first quarter of 2025, subject to closing conditions and regulatory approvals.
Iron Horse Acquisitions Corp. (NASDAQ: IROH) ha stipulato un accordo di combinazione aziendale definitivo con Rosey Sea Holdings, la società madre di Zhong Guo Liang Tou Group (d/b/a China Food Investment). Al termine della transazione, CFI diventerà una controllata interamente di proprietà di Iron Horse, che prevede di cambiare il suo nome in China Food Investment. La società combinata avrà un valore d'impresa post-transazione stimato di 523 milioni di dollari.
CFI si concentra sulla produzione e vendita di prodotti alimentari biotecnologici per la salute e l'agricoltura attraverso filiali a Hong Kong, nella RPC e in Cina continentale. L'azienda mira a diventare un gruppo leader nella vendita di cibi salutari online e offline in Asia e a livello internazionale. La transazione dovrebbe chiudersi nel primo trimestre del 2025, subordinata alle condizioni di chiusura e alle approvazioni normative.
Iron Horse Acquisitions Corp. (NASDAQ: IROH) ha firmado un acuerdo definitivo de combinación de negocios con Rosey Sea Holdings, la empresa matriz de Zhong Guo Liang Tou Group (d/b/a China Food Investment). Una vez completada, CFI se convertirá en una subsidiaria de propiedad total de Iron Horse, que planea cambiar su nombre a China Food Investment. La empresa combinada tendrá un valor de empresa estimado post-transacción de $523 millones.
CFI se centra en la producción y venta de productos alimentarios biotecnológicos saludables y agrícolas a través de subsidiarias en Hong Kong, RPC y China continental. La empresa tiene como objetivo convertirse en un grupo líder en la venta de alimentos saludables en línea y fuera de línea en Asia y a nivel internacional. Se espera que la transacción se cierre en el primer trimestre de 2025, sujeto a condiciones de cierre y aprobaciones regulatorias.
Iron Horse Acquisitions Corp. (NASDAQ: IROH)는 Rosey Sea Holdings와 최종 사업 결합 계약을 체결했습니다. 이는 Zhong Guo Liang Tou Group (d/b/a China Food Investment)의 모회사입니다. 거래가 완료되면 CFI는 Iron Horse의 전액 소유 자회사로 전환되며, Iron Horse는 이름을 China Food Investment로 변경할 계획입니다. 통합된 회사는 거래 후 예상 기업 가치가 5억 2300만 달러에 이를 것입니다.
CFI는 홍콩, 중화인민공화국 및 중국 본토의 자회사를 통해 건강 및 농업 생명공학 식품 제품을 생산 및 판매하는 데 중점을 두고 있습니다. 이 회사는 아시아 및 국제적으로 온라인 오프라인 건강 식품 판매 그룹의 선두주자가 되는 것을 목표로 합니다. 거래는 2025년 1분기에 종료될 것으로 예상되며, 종료 조건 및 규제 승인을 조건으로 합니다.
Iron Horse Acquisitions Corp. (NASDAQ: IROH) a conclu un accord définitif de combinaison d'entreprises avec Rosey Sea Holdings, la société mère de Zhong Guo Liang Tou Group (d/b/a China Food Investment). À l'issue de la transaction, CFI deviendra une filiale entièrement possédée par Iron Horse, qui prévoit de changer son nom en China Food Investment. La société combinée aura une valeur d'entreprise post-transaction estimée à 523 millions de dollars.
CFI se concentre sur la production et la vente de produits alimentaires biotechnologiques pour la santé et l'agriculture par l'intermédiaire de ses filiales à Hong Kong, en RPC et en Chine continentale. L'entreprise vise à devenir un groupe leader de vente d'aliments sains en ligne et hors ligne en Asie et à l'international. La transaction devrait être finalisée au premier trimestre 2025, sous réserve des conditions de clôture et des approbations réglementaires.
Iron Horse Acquisitions Corp. (NASDAQ: IROH) hat einen endgültigen Unternehmenszusammenschlussvertrag mit Rosey Sea Holdings unterzeichnet, dem Mutterunternehmen von Zhong Guo Liang Tou Group (d/b/a China Food Investment). Nach Abschluss wird CFI zu einer hundertprozentigen Tochtergesellschaft von Iron Horse, das plant, seinen Namen in China Food Investment zu ändern. Das kombinierte Unternehmen wird einen geschätzten Unternehmenswert nach der Transaktion von 523 Millionen US-Dollar haben.
CFI konzentriert sich auf die Produktion und den Verkauf von Lebensmitteln aus Gesundheits- und Agrartechnologien über Tochtergesellschaften in Hongkong, der VR China und dem chinesischen Festland. Das Unternehmen hat zum Ziel, eine führende Verkaufsgruppe für gesunde Nahrungsmittel online und offline in Asien und international zu werden. Es wird erwartet, dass die Transaktion im ersten Quartal 2025 abgeschlossen wird, vorbehaltlich von Abschlusskonditionen und behördlichen Genehmigungen.
- Estimated post-transaction enterprise value of $523 million
- Potential for expansion in the growing health foods market in Asia and internationally
- Integration of health-focused R&D with food product distribution
- Continued listing on The Nasdaq Stock Market post-merger
- Transaction subject to completion of due diligence and regulatory approvals
- Potential integration challenges between Iron Horse and CFI
- Possible market and regulatory risks associated with operating in multiple countries
Insights
The announced business combination between Iron Horse Acquisitions Corp. and China Food Investment (CFI) represents a significant development in the health and agricultural biotechnology food sector. With an estimated post-transaction enterprise value of
Key points to consider:
- The transaction aims to leverage CFI's growing sales community and product reach, potentially accelerating its commercial expansion.
- The combined entity plans to remain listed on Nasdaq, which could provide increased liquidity and access to capital for future growth.
- The focus on green and healthy food products aligns with growing consumer trends, potentially positioning the company for strong market demand.
However, investors should note that the deal is subject to various closing conditions, including due diligence and regulatory approvals. The projected Q1 2025 closing date suggests a relatively long timeline, which may introduce execution risks. Additionally, the cross-border nature of the transaction and CFI's operations in China may present regulatory and operational challenges that investors should carefully evaluate.
This business combination reflects growing interest in the health food and agricultural biotechnology sectors, particularly in the Asian market. CFI's focus on integrating health-focused R&D with food production could potentially differentiate it in a competitive market.
Key market considerations:
- The health food industry is experiencing significant growth, especially in Asia, which could provide tailwinds for the combined entity.
- CFI's online-offline sales strategy aligns with evolving consumer purchasing behaviors, potentially enabling broader market reach.
- The
$523 million enterprise value suggests investors see substantial potential in CFI's business model and market opportunity.
However, the success of this venture will depend on factors such as market acceptance of CFI's products, competitive landscape and the company's ability to scale operations post-merger. Investors should also consider the broader economic and regulatory environment in China and its potential impact on CFI's growth trajectory.
Iron Horse is the first vehicle in the Iron Horse family of SPACs, the management of which is excited to announce its first SPAC business combination with this release. EF Hutton LLC acted as sole book running manager in the initial SPAC offering and served as Capital Markets Advisor to Iron Horse. Upon consummation of the proposed business combination, Iron Horse will acquire from Rosey Sea one hundred percent of the issued and outstanding equity capital of CFI, resulting in CFI becoming a wholly owned subsidiary of Iron Horse, with Iron Horse planning to change its name to China Food Investment.
CFI is a company focused on the production and sale of health and agricultural biotechnology food products through subsidiaries in
The parties expect the business combination to close in the first quarter of 2025 with the post-closing company’s shares still being listed on The Nasdaq Stock Market. The transaction is subject to closing conditions under the BCA, including completion of certain due diligence review and regulatory approvals, including required Nasdaq approval. The combined company will have an estimated post-transaction enterprise value of
“This is an exciting moment for CFI. We expect our merger with Iron Horse will bring significant opportunities for CFI to grow its promise of green and healthy food products as we continue expanding. We know Iron Horse set out to find a company who want to better the world in some way, and CFI’s focus on health holds the potential to do just that,” said Mr. Sean Jiang, Chairman of CFI.
“We are incredibly excited to announce our first deal for what we hope to grow into the Iron Horse family of SPACs,” said Jose A. Bengochea, CEO of Iron Horse Acquisitions.
Lucosky Brookman LLP is serving as legal counsel to Iron Horse.
About Iron Horse Acquisitions Corp.
Iron Horse Acquisitions Corp. (NASDAQ: “IROH”) is a diverse-led blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
About Zhong Guo Liang Tou Group Limited
Zhong Guo Liang Tou Group Limited (“CFI”) is an enterprise that integrates research and development, production, and sales of food biotech and healthy products. The products advocate the consumption concept of green and healthy and aims to become the leading online-offline health foods sales group in
Important Information About the Business Combination Where to Find It
This press release relates to a proposed business combination transaction among the parties set forth above referred to herein as the “Business Combination.” A full description of the terms of the proposed Business Combination will be provided in a registration statement and/or proxy statement or proxy statement/prospectus related to the proposed Business Combination (the “Proxy Statement”). This communication is not intended to be, and is not, a substitute for the Proxy Statement or any other document Iron Horse has filed or may file with the Securities and Exchange Commission (“SEC”) in connection with the proposed Business Combination. Each of CFI and Iron Horse urge its investors, stockholders and other interested persons to read, when available, the Proxy Statement as well as other documents filed with the SEC because these documents will contain important information about CFI, Iron Horse, and the proposed Business Combination. The Proxy Statement will be mailed to stockholders of Iron Horse as of a record date to be established for voting on the proposed Business Combination. Before making any voting or investment decision, investors, and stockholders of Iron Horse are urged to carefully read the entire Proxy Statement, when it becomes available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about Iron Horse, CFI and the proposed Business Combination. Once available, Iron Horse shareholders and other interested persons will also be able to obtain a copy of the Proxy Statement, and other documents filed with the SEC, without charge, by directing a request to: Iron Horse Acquisitions Corp., P.O. Box 2506,
Participants in Solicitation
CFI and Iron Horse, and their respective directors and executive officers, may be deemed participants in the solicitation of proxies from Iron Horse’s stockholders with respect to the proposed Business Combination. Information about the directors and executive officers of Iron Horse and their ownership is set forth in Iron Horse’s filings with the SEC, including its prospectus relating to its initial public offering, which was filed with the SEC on December 29, 2023. More detailed information about the names and interests of the directors and officers of CFI and Iron Horse in the proposed Business Combination will be set forth in Iron Horse’s filings with the SEC, including, when filed with the SEC, the Proxy Statement and other documents filed with the SEC. These documents can be obtained free of charge from the sources specified above and at the SEC’s website at www.sec.gov.
This press release does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision with respect to the proposed Business Combination. Before making any voting or investment decision, investors and security holders are urged to read the Proxy Statement and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Business Combination as they become available because they will contain important information about the proposed Business Combination.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or with respect to the proposed Business Combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Iron Horse’s and CFI’s actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Iron Horse’s and CFI’s expectations with respect to future performance and anticipated financial impacts of the proposed Business Combination, the satisfaction of the closing conditions to the proposed Business Combination, and the timing of the completion of the proposed Business Combination.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside Iron Horse’s and CFI’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could prevent the closing of the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted against Iron Horse and CFI following this announcement of the signing of the BCA; (3) the inability to complete the proposed Business Combination, including due to failure to obtain approval of the stockholders of Iron Horse or certain regulatory approvals, or to satisfy other conditions to closing; (4) the effect of the announcement or pendency of the proposed Business Combination on CFI’s business relationships, operating results and business generally; (5) risks that the proposed Business Combination disrupts CFI’s current plans and operations; (6) changes in applicable laws or regulations; (7) the possibility that Iron Horse or CFI may be adversely affected by other economic, business, and/or competitive factors; (8) risks related to the organic and inorganic growth of CFI’s business and the timing of expected business milestones; and (9) other risks and uncertainties indicated in the final prospectus of Iron Horse for its initial public offering and the Proxy Statement, including those under “Risk Factors” therein, and in Iron Horse’s other filings with the SEC. Iron Horse cautions that the foregoing list of factors is not exclusive. Iron Horse and CFI caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Iron Horse and CFI do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, other than as required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20241002709109/en/
For Iron Horse Acquisitions Corp:
Bill Caragol
bill@ironhorseacquisitions.com
For China Food Investment:
Mr. Sean Jiang
china@foodinvestment.cn
Source: Iron Horse Acquisitions Corp.
FAQ
What is the estimated enterprise value of the combined company after the Iron Horse Acquisitions (IROH) and China Food Investment merger?
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