Iron Horse Acquisitions(IROH) - 2025 Q3 - Quarterly Report

Financial Performance - Revenue for the three months ended September 30, 2025, was $7,905,065, representing a 84.5% increase from $4,291,966 in the same period of 2024[16] - Gross profit for the nine months ended September 30, 2025, was $12,563,704, up 262.5% from $3,467,319 in the prior year[16] - Net income for the three months ended September 30, 2025, was $3,344,966, compared to $1,567,037 for the same period in 2024, reflecting a 113.0% increase[16] - Operating income for the nine months ended September 30, 2025, was $9,257,712, a substantial increase from $2,672,469 in the previous year[16] - Net income for the nine months ended September 30, 2025, was $7,040,691, compared to $1,924,250 for the same period in 2024, representing a significant increase[24] - For the three months ended September 30, 2025, total revenue was $7,905,065, a significant increase from $4,291,966 for the same period in 2024, representing an 84.5% year-over-year growth[113] - For the nine months ended September 30, 2025, total revenue reached $19,884,127, up from $5,254,161 in the same period of 2024, marking a 278.5% increase[114] - The company reported a net income of $3,344,966 for Q3 2025, compared to a net income of $1,567,037 for Q3 2024, showing a year-over-year increase of 113.5%[113] - The company’s operating income for the nine months ended September 30, 2025, was $9,257,712, compared to $2,672,469 for the same period in 2024, indicating a substantial increase of 246.5%[114] Assets and Liabilities - Total current assets increased to $46,180,067 as of September 30, 2025, from $44,017,708 as of December 31, 2024[15] - Total liabilities decreased to $38,485,803 as of September 30, 2025, from $39,942,149 as of December 31, 2024[15] - Cash and cash equivalents decreased to $37,207,274 as of September 30, 2025, from $41,432,852 as of December 31, 2024[15] - Cash and cash equivalents at the end of the period were $37,207,274 for September 30, 2025, compared to $19,506,097 for the same date in 2024[24] - As of September 30, 2025, the Company maintained cash and cash equivalents exceeding insured limits, with amounts over these limits totaling RMB 249,370,596 ($35,026,420) and $766,762 for financial institutions in the PRC and the United States, respectively[36] - The Company has prepaid and other current assets totaling $7,121,106 as of September 30, 2025, compared to $1,333,310 as of December 31, 2024[80] Earnings Per Share - The company reported a basic and diluted earnings per share of $0.07 for the three months ended September 30, 2025, compared to $0.04 in the same period of 2024[16] - The Company reported basic earnings per share of $0.00 for the three months ended September 30, 2025, and diluted earnings per share of $0.00 for the same period[66] Research and Development - The company has made significant investments in research and development, with costs amounting to $96,188 for the nine months ended September 30, 2025[16] - Research and development costs did not meet the requirements to be recognized as an asset, including staff costs related to the Company's products and services[51] Business Operations - The company operates in two segments: wholesale distribution and live-stream sales, with performance assessed based on operating income[112] - The wholesale distribution segment generated $7,791,395 in revenue, while live-stream sales contributed $113,670, indicating that wholesale distribution accounted for approximately 98.6% of total revenue for Q3 2025[113] - The company operates in two segments: wholesale distribution (81.5% of revenue) and live-stream sales (18.5%), highlighting a strong focus on traditional distribution channels[121] - Key products include Cordyceps Peptide Selenium powder and Baofei Granule Extract plant-based drink, catering to the rising demand for health foods[121] Business Combination and Corporate Changes - The company completed a business combination on September 29, 2025, changing its name to CN Healthy Food Tech Group Corp and began trading under the ticker symbol UCFI[27] - The Business Combination resulted in the issuance of 52,235,000 shares of common stock as of September 30, 2025, following the cancellation of 47,689,349 Legacy CFI shares[78] - Transaction costs related to the Business Combination totaled approximately $5,907,000, with $4,376,000 of these costs still unpaid as of September 30, 2025[79] - Lock-up arrangements are in place for certain former stockholders, restricting the transfer of shares for six months through March 2026[78] Taxation and Regulatory Matters - The effective tax rate for the three months ended September 30, 2025, was 29.1%, compared to 32.1% for the same period in 2024[111] - The PRC withholding tax rate on dividends payable by PRC companies to non-PRC-resident enterprises is 10%, which may be reduced to 5% under certain treaties[149] - If classified as a PRC resident enterprise, the company would face a uniform 25% enterprise income tax rate on worldwide income, significantly reducing net income[150] - PRC subsidiaries can only pay dividends from accumulated profits, and must set aside at least 10% of after-tax profits for statutory reserves until they reach 50% of registered capital[154] Cash Flows - Cash flows from operating activities showed a net cash used of $5,707,674 for the nine months ended September 30, 2025, compared to a net cash provided of $21,852,126 in 2024[24] - Net cash provided by operating activities for the nine months ended September 30, 2025 was $21.9 million, compared to a cash outflow of $5.7 million in 2024[135] Legal and Compliance - The company has not been involved in any legal or administrative proceedings that would materially affect its business or financial condition[186] - The company's securities have been suspended from trading on Nasdaq since October 1, 2025, which could materially affect the value or liquidity of its securities[188] - If the trading halt continues or if the securities are delisted, it may lead to significant adverse consequences for shareholders, including reduced liquidity and increased regulatory scrutiny[189] Miscellaneous - The company has no obligations related to discounts, returns, and allowances recorded on its unaudited condensed consolidated balance sheets as of September 30, 2025[49] - The Company has no obligations related to service fees and refunds recorded on its unaudited consolidated balance sheets as of September 30, 2025[50] - As of September 30, 2025, the company had no off-balance sheet arrangements[159] - The company has a total operating lease liability of $508,069 as of September 30, 2025, with a non-current portion of $297,968[109] - The company has no preferred stock issued and outstanding as of September 30, 2025[92]