Iron Horse Acquisitions Corp., a special purpose acquisition company (SPAC) listed on NASDAQ under the ticker IROH, has announced a definitive business combination agreement with Rosey Sea Holdings Limited, the parent company of Zhong Guo Liang Tou Group Limited, which operates under the name China Food Investment (CFI). The agreement, signed on September 27, 2024, marks Iron Horse’s first SPAC business combination.
Upon completion of the transaction, Iron Horse will acquire 100% of CFI’s equity capital from Rosey Sea, making CFI a wholly-owned subsidiary. The combined entity plans to change its name to China Food Investment while maintaining its listing on the Nasdaq Stock Market. The deal, which values the post-transaction enterprise at
approximately $523 million, is expected to close in the first quarter of 2025, subject to various closing conditions including due diligence review and regulatory approvals.
CFI specializes in the production and sale of health and agricultural biotechnology food products through its subsidiaries in Hong Kong, PRC, and Mainland China. The company’s focus is on integrating health-oriented research and development with the distribution of green and healthy food products. CFI aims to capitalize on the growing health food industry in Asia and internationally, leveraging its expanding sales network and product reach.
Sean Jiang, Chairman of CFI, expressed enthusiasm about the merger, stating that it presents significant growth opportunities for the company to expand its healthy food product offerings. Jose A. Bengochea, CEO of Iron Horse Acquisitions, echoed this sentiment, highlighting the deal as the first in what they hope will become a family of SPACs under the Iron Horse banner.
EF Hutton LLC played a key role in the transaction, serving as both the sole book-running manager for Iron Horse’s initial SPAC offering and as Capital Markets Advisor. Legal counsel for Iron Horse is being provided by Lucosky Brookman LLP.
The proposed business combination will be detailed in a forthcoming registration statement and/or proxy statement, which will be filed with the Securities and Exchange Commission (SEC). Shareholders and interested parties are advised to review these documents carefully when they become available, as they will contain important information about the transaction and the companies involved.
Both Iron Horse and CFI have cautioned that forward-looking statements in the announcement are subject to various risks and uncertainties. These include potential legal proceedings, regulatory hurdles, and other factors that could impact the closing of the deal or affect the companies’ performance post-merger.
The transaction represents a significant step for both Iron Horse Acquisitions and China Food Investment, potentially creating a stronger platform for growth in the health food sector. As the deal progresses, investors and industry observers will be watching closely to see how this combination shapes the future of both companies in the competitive and rapidly evolving health food market.
This business combination aligns with the growing trend of SPACs seeking opportunities in emerging markets and health-focused industries. It also reflects the increasing interest in companies that prioritize healthy and sustainable food products, a sector that has seen substantial growth in recent years, particularly in Asian markets.