UCFIW 最新10-Q变化

相对上期新增的文字 · 来源:10-Q · 2026-05-13

• We operate within the health and wellness food industry, focusing on the research and development, production, and sale of natural, grain-based health foods that support preventative health and wellness. We manage our business in two operating segments: wholesale distribution and live-stream sales.

• The Nasdaq trading halt imposed on October 1, 2025 in connection with the CSRC’s review of our U.S. listing remained in effect as of the filing date of this Quarterly Report. As disclosed in our current report on Form 8-K filed with the SEC on April 29, 2026, on April 24, 2026, Heilongjiang Zhongnen…

• As of the filing date of this Quarterly Report, the September 2025 Note Payable, the Assumed Note Payable, and the Sponsor Note Payable each remained in default of their payment obligations, and we continue to be in discussions with the respective note holders to extend their respective maturity dat…

• Our historical results of operations for the three months ended March 31, 2025 reflect the operations of Legacy CFI, the accounting acquirer in the Business Combination, prior to the consummation of the Business Combination on September 30, 2025, and accordingly do not include the costs of operating…

• Results of Operations — Three Months Ended March 31, 2026 compared to Three Months Ended March 31, 2025

相对上期删除的文字 · 来源:10-Q · 2025-11-19

• On September 29, 2025 (the “Closing Date”), Iron Horse Acquisition Corp. (“Iron Horse)” consummated the merger transactions contemplated by the business combination agreement (the “Initial BCA”) executed during September 2024 with Zhong Guo Liang Tou Group Limited (“Legacy CFI”), and Rosy Sea Holdin…

• We operate within the health and wellness food industry or holistic health food industry, focusing on distributing natural, grain-based health foods that support preventative health and wellness through our wholly-owned subsidiaries. We offer products that cater to the rising demand for safe, high-q…

• Our operations commenced in May 2024 and our key products at September 30, 2025 include Cordyceps Peptide Selenium powder, Baofei Granule Extract plant-based drink, Sea Cucumber Peptide Selenium powder, Double protein peptide selenium powder, Hundred-grain quality porridge. We manage our business in…

• As disclosed on it current report on Form 8-K filed with the SEC on October 6, 2025, following its listing on Nasdaq on October 1, 2025, the Company was notified by Nasdaq that it had received a notification from personnel at the China Securities Regulatory Commission (the “CSRC”) informing Nasdaq t…

• Our historical operations and statements of assets and liabilities may not be comparable to our current operations and statements of assets and liabilities as a result of (a) our commencement of operations during May 2024, resulting in only five months in the nine month period ending September 30, 2…

相对上期新增的文字 · 来源:10-Q · 2026-05-13

• We have a limited operating history. Currently, other than as described in Note 11 to the condensed consolidated financial statements and the Nasdaq trading halt described in Part I of this Quarterly Report, we are not involved in, nor are we aware of any threats of, material legal or administrative…

相对上期删除的文字 · 来源:10-Q · 2025-11-19

• We have a limited operating history. Currently, we are not involved in, nor are we aware of any threats of, legal or administrative proceedings that, in management’s opinion, would have a material adverse effect on our business, financial condition, cash flow, or operating results. However, as our b…

相对上期新增的文字 · 来源:10-Q · 2026-05-13

• Other than as set forth below, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.

• Following our listing on the Nasdaq Capital Market on October 1, 2025, Nasdaq notified us that the China Securities Regulatory Commission (the “CSRC”) had not yet completed its process of review of our U.S. listing, and Nasdaq halted trading of our common stock and warrants pending receipt of additi…

• As disclosed in our current report on Form 8-K filed with the SEC on April 29, 2026, on April 24, 2026, Zhongneng Liangke received the Notice from the CSRC in connection with the Company’s overseas listing filing process. The Notice proposes administrative fines of RMB 3,000,000 on Zhongneng Liangke…

• We cannot predict the material adverse effect that the CSRC’s penalties may have on our reputation, our ability to conduct business in China, and our financial condition and results of operations. The aggregate fines of RMB 4,500,000 imposed on Zhongneng Liangke and Mr. Jiang represent a non-trivial…

• Risks Related to Our Defaulted Promissory Notes and Potential Dilution

相对上期删除的文字 · 来源:10-Q · 2025-11-19

• Other than the risk factors listed below, there have been no material changes from the risk factors previously described under our Current Report on Form 8-K filed with the SEC on September 30, 2025 and the proxy statement/prospectus.

• Our securities have been suspended from trading on Nasdaq since October 1, 2025, following an oral notification from Nasdaq. If this suspension were to result in our delisting from Nasdaq, it would have a material adverse effect on the value or liquidity of our securities held by our investors.

• As disclosed in our current report on Form 8-K filed with the SEC on October 6, 2025, following its listing on Nasdaq on October 1, 2025, the Company was notified by Nasdaq that it had received a notification from personnel at the China Securities Regulatory Commission (the “CSRC”) informing Nasdaq …

• If such Trading Halt were to continue, or if our securities were eventually delisted by Nasdaq our investors may face significant material adverse consequences due to their holding of our securities, including:

• ●limited availability of market quotations for our securities;