Full Press Release Details
IRON HORSE ACQUISITIONS POSTPONES BUSINESS COMBINATION SPECIAL MEETING UNTIL
redemption date in connection with business combination meeting from june 6, 2025 to june 18, 2025
redemption process in connection with business combination meeting and charter extension meeting
TOLUCA LAKE, CALIFORNIA, USA, June 4, 2025 (BUSINESSWIRE) -
Iron Horse Acquisitions Corp. (NASDAQ: "IROH"), a Delaware corporation formed as a special purpose acquisition company ("IROH"),
today announced that it is postponing the Special Meeting in connection with its proposed business combination from June 10, 2025 at 10:00am
ET until June 20, 2025 at 9:00am ET (the "Business Combination Special Meeting"). In connection with the postponement of the
date of the Business Combination Special Meeting, IROH is also extending the deadline for its stockholders to redeem their public shares
in connection with the Business Combination Special Meeting from June 6, 2025 until June 18, 2025.
IROH also wishes to clarify the redemption process for the Business
Combination Special Meeting, and the Special Meeting to vote to extend the timeline for IROH to consummate a business combination (the
"Charter Extension Special Meeting"), which is also scheduled for June 20, 2025.
Business Combination Special Meeting
IROH is postponing its Business Combination Special Meeting, which
was originally scheduled to be held on June 10, 2025 at 10:00 am ET, until June 20, 2025 at 9 am ET. The Business Combination Special
Meeting is being held for the purpose of approving IROH's business combination transaction with Rosy Sea Holdings Limited, a company
incorporated and existing under the laws of the British Virgin Islands and Zhong Guo Liang Tou Group Limited, a company incorporated and
existing under the laws of the British Virgin Islands (the "Business Combination").
In connection with the postponement of the Business Combination Special
Meeting, the date by which public stockholders may seek to have their public shares redeemed in connection with the Business Combination
has been extended from June 6, 2025 until June 18, 2025.
Public stockholders seeking to have their public shares redeemed in
connection with the Business Combination must: (i) demand, no later than 5:00 p.m., ET on June 18, 2025 (the "BC Redemption Deadline"),
that IROH redeem your shares into cash; and (ii) submit your request in writing to Continental Stock Transfer & Trust ("CST"),
and deliver your shares to CST physically or electronically using The Depository Trust Company's ("DTC") DWAC (Deposit/Withdrawal
at Custodian) System by the BC Redemption Deadline.
Charter Extension Special Meeting
The IROH Charter Extension Special Meeting is scheduled to take place
on June 20, 2025 at 10:00 am ET for the purpose of approving an amendment to the IROH Amended and Restated Certificate of Incorporation
to extend the date by which IROH must consummate a business combination on a monthly basis starting on June 29, 2025 until June 29, 2026
(the "Charter Extension") and to approve an amendment to IROH's Investment Management Trust Agreement, with CST.
Public stockholders seeking to have their public shares redeemed in
connection with the Charter Extension must: (i) demand, no later than 5:00 p.m., ET on June 18, 2025 (the "Charter Extension Redemption
Deadline"), that IROH redeem your shares into cash; and (ii) submit your request in writing to CST, and deliver your shares to CST
physically or electronically using DTC's DWAC System by the Charter Extension Redemption Deadline.
At this time, the Business Combination Special Meeting and Charter
Extension Special Meeting are both scheduled for June 20, 2025.
Clarification of Redemption Process in Connection with the Business
Combination Special Meeting and the Charter Extension Special Meeting
In connection with the postponement of the date of the Business Combination
Special Meeting, IROH has extended the deadline for IROH's public stockholders to redeem their public shares in connection with
the Business Combination. The new deadline for IROH's public stockholders to redeem their shares in connection with the Business
Combination is now 5:00pm ET on June 18, 2025.
If you previously submitted or intend to submit public shares for redemption
in connection with the Business Combination Special Meeting and you want to ensure such public shares are redeemed in the event either
the Business Combination is consummated or the Charter Extension is implemented, you must also (or must direct your bank, broker or other
nominee to) demand that IROH redeem your shares into cash and submit your request in writing to CST to redeem such public shares in connection
with the Charter Extension no later than June 18, 2025, the redemption deadline for the Charter Extension Special Meeting.
However, there is no assurance that we will hold the Charter Extension
Special Meeting and implement the Charter Extension. If we do not hold the Charter Extension Special Meeting and implement the Charter
Extension, any public shares originally submitted for redemption in connection with the Business Combination Special Meeting and also
instructed to be redeemed in connection with the Charter Extension Special Meeting will be automatically subject to redemption in connection
with the consummation of the Business Combination, unless you withdraw such redemption request.
If you only elect to redeem your public shares in connection with the
Charter Extension Special Meeting (and you did not submit such public shares for redemption in connection with the Business Combination
Special Meeting), if we do not hold the Charter Extension Special Meeting and do not implement the Charter Extension, your public shares
will not be redeemed at the consummation of the Business Combination.
About Iron Horse Acquisitions Corp.
Iron Horse Acquisitions
Corp. (NASDAQ: "IROH") is a 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
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 Asia and internationally.
Important Information About the Business Combination Where to Find
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 has been provided in a Registration Statement on Form S-4, of which the proxy statement/prospectus related
to the proposed Business Combination forms part (the "Proxy Statement/Prospectus"), which was declared effective on May 12,
2025. The Proxy Statement/Prospectus was first mailed to Iron Horse stockholders on May 15, 2025.
This communication supplements, but is not intended to be, and is not,
a substitute for the Proxy Statement/Prospectus 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, the Proxy Statement/Prospectus 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/Prospectus in connection
with the Business Combination has been mailed to stockholders of Iron Horse as of May 6, 2025, the record date that was 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/Prospectus and any other relevant documents filed with the SEC, including Current
Reports on Form 8-K, 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. Iron Horse stockholders and other interested persons are also able to obtain a
copy of the Proxy Statement/Prospectus, and other documents filed with the SEC, without charge, by directing a request to: Iron Horse
Acquisitions Corp., P.O. Box 2506, Toluca Lake, CA 91610, (310) 290-5383 or on the SEC's website at www.sec.gov.
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 CFI and their ownership is set forth in the Proxy Statement/Prospectus
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/Prospectus 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
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