January 16, 2025

Jose Bengochea
Chief Executive Officer
Iron Horse Acquisitions Corp.
P.O. Box 2506
Toluca Lake, CA 91610

Zhenjun Jiang
Chief Executive Officer
Zhong Guo Liang Tou Group Ltd
Vistra Corporate Services Centre, Wickhams Cay II, Road Town
Tortola, VG 1110, British Virgin Islands

       Re: Iron Horse Acquisitions Corp.
           Registration Statement on Form S-4
           Filed December 19, 2024
           File No. 333-283933
Dear Jose Bengochea and Zhenjun Jiang:

       We have reviewed your registration statement and have the following
comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-4 filed December 19, 2024
Cover Page

1.     Provide prominent disclosure about the legal and operational risks
associated with
       being based in or having the majority of the company   s operations in
China. Your
       disclosure should make clear whether these risks could result in a
material change in
       your operations and/or the value of the securities you are registering
for sale or could
       significantly limit or completely hinder your ability to offer or
continue to offer
       securities to investors and cause the value of such securities to
significantly decline or
 January 16, 2025
Page 2

       be worthless. Your disclosure should address how recent statements and
regulatory
       actions by China   s government, such as those related to the use of
variable interest
       entities and data security or anti-monopoly concerns, have or may impact
the
       company   s ability to conduct its business, accept foreign investments,
or list on a U.S.
       or other foreign exchange. Please disclose whether your auditor is
subject to the
       determinations announced by the PCAOB on December 16, 2021 and whether
and
       how the Holding Foreign Companies Accountable Act and related
regulations will
       affect your company. Your prospectus summary should address, but not
necessarily
       be limited to, the risks highlighted on the prospectus cover page.
2.     Please revise the compensation received by sponsor section to include
all
       compensation to be received by the Sponsor and its affiliates in
connection with this
       transaction. In this regard, we note the 500,000 shares of New CFI to be
received
       pursuant to a Transition Services Agreement. See Item 1604(a)(3) of
Regulation S-K.
Market and Industry Data, page i

3.     We note your disclosure that industry data was obtained from third-party
sources.
       Please revise to clarify whether you commissioned any of the third-party
data
       presented in your registration statement. To the extent that you
commissioned any
       such data, file consents of such third parties pursuant to Rule 436 of
the Securities Act
       as exhibits to your registration statement.
What are the effective underwriting fees under the various redemption
scenarios?, page x

4.     Please revise the tables to quantify the cash in trust under each
scenario provided.
Questions and Answers About the Proposed Business
What vote is required to approval the proposals?, page xiv

5.     State whether or not the de-SPAC transaction is structured so that
approval of at least
       a majority of unaffiliated security holders of Iron Horse is required.
Please refer to
       Item 1606(c) of Regulation S-K. Add any appropriate risk factors if the
transaction is
       not structured in a way that such approval is required and/or if
approval of the
       transaction is already assured as a result of the number of shares held
by the sponsor
       and its affiliates relative the number outstanding.

Did the Iron Horse Board obtain a third-party valuation, page xvi

6.     We note that the SPAC Board decided not to obtain a fairness opinion
because it
       relied on the financial skills and background of its officers and
directors in evaluating
       the operating and financial merits of companies. Please revise to
describe in greater
       detail the industry experience of the officers and directors that the
Board relied upon
       in evaluating the financial aspects of the potential business
combination.
Summary, page 1

7.     Provide early in the summary a diagram of the company's corporate
structure,
       identifying the person or entity that owns the equity in each depicted
entity.
 January 16, 2025
Page 3
8.     In your summary of risk factors, disclose the risks that your corporate
structure and
       being based in or having the majority of the company   s operations in
China poses to
       investors. In particular, describe the significant regulatory,
liquidity, and enforcement
       risks with cross-references to the more detailed discussion of these
risks in the
       prospectus. For example, specifically discuss risks arising from the
legal system in
       China, including risks and uncertainties regarding the enforcement of
laws and that
       rules and regulations in China can change quickly with little advance
notice; and the
       risk that the Chinese government may intervene or influence your
operations at any
       time, or may exert more control over offerings conducted overseas and/or
foreign
       investment in China-based issuers, which could result in a material
change in your
       operations and/or the value of the securities you are registering for
sale. Acknowledge
       any risks that any actions by the Chinese government to exert more
oversight and
       control over offerings that are conducted overseas and/or foreign
investment in China-
       based issuers could significantly limit or completely hinder your
ability to offer or
       continue to offer securities to investors and cause the value of such
securities to
       significantly decline or be worthless.
9.     Provide a description of how cash is transferred through your
organization and
       disclose you intentions to distribute earnings. State whether any
transfers, dividends,
       or distributions have been made to date between the holding company and
its
       subsidiaries, and quantify the amounts where applicable.
10.    Disclose each permission or approval that you or your subsidiaries are
required to
       obtain from Chinese authorities to operate your business and to offer
the securities
       being registered to foreign investors. State whether you or your
subsidiaries are
       covered by permissions requirements from the China Securities Regulatory
       Commission (CSRC), Cyberspace Administration of China (CAC) or any other
       governmental agency. State affirmatively whether you have received all
requisite
       permissions or approvals and whether any permissions or approvals have
been denied.
       Please also describe the consequences to you and your investors if you
or your
       subsidiaries if you (i) do not receive or maintain such permissions or
approvals, (ii)
       inadvertently conclude that such permissions or approvals are not
required, or (iii)
       applicable laws, regulations, or interpretations change and you are
required to obtain
       such permissions or approvals in the future.
11.    Please provide in tabular format in your summary the terms and amount of
       compensation to be received by the Sponsor, its affiliates, and
promoters in
       connection with the business combination. Ensure your disclosure
addresses each
       aspect of Item 1604(b)(4) of Regulation S-K.
12.    We note your disclosure that the time period to complete a business
combination may
       be extended. Revise your disclosure to state whether shareholders may
redeem their
       shares in connection with any proposal to extend the time period.
13.    Please disclose any circumstances or arrangements under which the
sponsor, its
       affiliates, and promoters could indirectly transfer ownership of your
securities through
       transfers of sponsor membership interests. See Item 1603(a)(6) of
Regulation S-K.
 January 16, 2025
Page 4
14.    We note your disclosure on page 74 regarding Iron Horse's Board of
Director's
       reasons for the approval of the Business Combination. Please revise the
summary
       section to describe any material factors that the board considered in
making this
       determination. See Item 1604(b)(2) of Regulation S-K.
Risk Factors, page 16

15.    Please add a risk factor disclosing the material risks associated with
the exclusive
       forum provision in your amended and restated certificate of
incorporation.
16.    If the assets in your trust account are securities, including U.S.
Government securities
       or shares of money market funds registered under the Investment Company
Act and
       regulated pursuant to rule 2a-7 of that Act, disclose the risk that you
could be
       considered to be operating as an unregistered investment company.
Disclose that if
       you are found to be operating as an unregistered investment company, you
may be
       required to change your operations, wind down your operations, or
register as an
       investment company under the Investment Company Act. Also include
disclosure
       with respect to the consequences to investors if you are required to
wind down your
       operations as a result of this status, such as the losses of the
investment opportunity in
       a target company, any price appreciation in the combined company, and
any warrants,
       which would expire worthless.
17.    We note the audit report for Iron Horse Acquisition Corp. includes a
statement
       expressing substantial doubt about the Company's ability to continue as
a going
       concern. Please revise your risk factors to highlight this ability to
continue as a going
       concern, describing the material risks associated with the going concern
opinion
       issued by the auditor.
18.    Given the Chinese government   s significant oversight and discretion
over the conduct
       of your business, please revise to highlight separately the risk that
the Chinese
       government may intervene or influence your operations at any time, which
could
       result in a material change in your operations and/or the value of the
securities you are
       registering. Also, given recent statements by the Chinese government
indicating an
       intent to exert more oversight and control over offerings that are
conducted overseas
       and/or foreign investment in China-based issuers, acknowledge the risk
that any such
       action could significantly limit or completely hinder your ability to
offer or continue
       to offer securities to investors and cause the value of such securities
to significantly
       decline or be worthless.
Proposal No. 1 - The Business Combination Proposal, page 67

19.    State whether or not a majority of the directors (or members of a
similar governing
       body) of Iron Horse have retained an unaffiliated representative to act
solely on behalf
       of unaffiliated security holders for purposes of negotiating terms of
the de-SPAC
       transaction and/or preparing a report concerning the approval of the
de-SPAC
       transaction. Refer to Item 1606(d) of Regulation S-K.
 January 16, 2025
Page 5
20.    It appears your charter is silent on the corporate opportunities
doctrine. Please address
       this potential conflict of interest and whether it impacted your search
for an
       acquisition target. Additionally, please discuss whether any members of
the company
       or the Sponsor owed fiduciary or contractual obligations to any other
entities. Please
       revise to clarify how the Board considered the conflicts in negotiating
and
       recommending the Business Combination generally.
21.    We note your disclosure that Iron Horse reviewed an independent
valuation analysis,
       and the underlying assumptions and projections. Please include the
disclosures
       required by Item 1609 of Regulation S-K.
Other Agreements, page 69

22.    Please disclose the materials terms of the Transition Services
Agreement. Please
       include any appropriate risk factor disclosure.
Background of the Business Combination, page 70

23.    Please revise the first paragraph on page 72 to clarify the entity that
prepared
       referenced independent valuation report provided by the Target.
Material U.S. Federal Income Tax Consequences, page 88

24.    Please revise to provide the federal income tax consequences of the
de-SPAC
       transaction to (i) the SPAC, (ii) the target company, (iii) target
security holders, and
       (iv) SPAC security holders. Refer to Item 1605(b)(6) of Regulation S-K.
Iron Horse's Business, page 93

25.    We note your disclosure in this section appears to be outdated. For
instance, you state
       "we have not yet selected a target business with which to consummate our
initial
       business combination." Please update this section.
26.    Please describe the general character of the Sponsor's business. Refer
to Item
       1603(a)(2) of Regulation S-K.
27.    Describe the material roles and responsibilities of the SPAC sponsor,
its affiliates, and
       any promoters in directing and managing the special purpose acquisition
company's
       activities.
28.    Describe any agreement, arrangement, or understanding between the SPAC
sponsor
       and the special purpose acquisition company, its officers, directors, or
affiliates with
       respect to determining whether to proceed with a de-SPAC transaction.
Please refer to
       Item 1603(a)(5).
29.    We note a reference on page 76 to a section titled "Interests of Iron
Horse's Directors
       and Officers in the Business Combination" but note that this section
does not appear
       in the filing. Please describe any actual or potential material conflict
of interest of the
       SPAC sponsor, its affiliates, the SPAC's officers, directors or
promoters and the
       unaffiliated security holders of the SPAC. Please refer to Item 1603(b)
of Regulation
       S-K. List each actual or potential source of conflict individually,
describe how the
       conflict of interest may result and quantify the interest.
 January 16, 2025
Page 6
Information about CFI Group
Corporate History and Structure, page 109

30.    We note your disclosure on page 111 that OpCo 4 is in the process of
planning to
       launch. Please update to disclose when OpCo 4 is expected to launch.
Business and Growth Strategy, page 111

31.    We note that CFI plans to enter into collaborative arrangements with Mr.
Jiang for its
       own production capabilities. Please update the disclosure here and
throughout
       regarding these arrangements if any arrangements are entered into.
Our Products, page 113

32.    We note your disclosure that your Slimming Biscuits have passed
third-party
       certification for weight-loss efficacy. Please revise your disclosure to
include more
       information on the third-party who has certified that health claim.
33.    We note your Collagen Peptide Prebiotic is "suitable for individuals
managing weight,
       digestive issues, or immune deficiencies" and your Natto Compound Gel
Candy can
       "lower blood lipids and dissolve plaque, improving circulation." Please
revise your
       disclosure to state the basis for these claims.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
CFI
Impact of Macroeconomic Conditions, page 156

34.    We note your disclosure here that increasing inflation may impact your
business.
       Please revise this section to state whether inflationary pressures have
materially
       impacted your operations. In this regard, identify the types of
inflationary pressures
       you are facing and how your business has been affected. Please also note
any efforts
       you have taken to mitigate inflationary pressures.
Comparison of Corporate Governance and Stockholder Rights, page 195

35.    Please revise this section to include the rights of target company
security holders.
       Refer to Item 1605(b)(4) of Regulation S-K.
Where You Can Find More Information, page 202

36.    We note your disclosure that "[a]ll information contained in this proxy
       statement/prospectus relating to Iron Horse has been supplied by Iron
Horse, and all
       such information relating to CFI has been supplied by CFI" and that
"[i]nformation
       provided by either the Iron Horse or CFI does not constitute any
representation,
       estimate or projection of any other party." Because these statements
could be read as a
       disclaimer of your responsibility for the disclosure in your filing,
please revise to
       remove any implication that Iron Horse or CFI disclaim any
responsibility for any of
       the disclosures contained in the registration statement.
 January 16, 2025
Page 7
Financial Statements of Zhong Guo Liang Tou Group Limited
Consolidated Statement of Cash Flows, page F-46

37.    Please revise the title of the column to correctly indicate that the
information
       presented is for
       the period from August 14, 2023 (inception) through December 31, 2023.
Unaudited Consolidated Statements of Cash Flows, page F-56

38.    Please revise to clarify why the changes in your operating assets and
liabilities do not
       equal the changes based on your balance sheets on page F-53. For
example, on this
       statement you show the change in Prepayments for the nine months ended
September
       30, 2024 as $(1,670,343), although we note from page F-53 that the
balance of
       Prepayments was $0 at December 31, 2023 and $1,710,685 at September 30,
2024,
       which would result in a change of $(1,710,685) for the period. Please
revise to
       correctly present all the changes reported in operating assets and
liabilities, or advise
       us.
Notes to Unaudited Consolidated Financial Statements
Revenue Recognition - Wholesale distribution segment, page F-61

39.    We note that certain distribution contracts have minimum purchase volume
       requirements. Please explain your statement that you recognize remaining
revenue at
       the end of the period "if the minimum is not reached" and clarify your
pattern of
       revenue recognition.
Note 9 - Related Party Transactions, page F-66

40.    We note from page 107 that CFI was established on April 18, 2024 under
the laws of
       the British Virgin Islands and is 100% owned by Rosy Sea, an entity also
organized
       under the laws of the British Virgin Islands on April 18, 2024. Rosy Sea
is 100%
       owned by Mr. Zhengjun Jiang, who through Rosy Sea also owns CFI. As it
appears
       that both entities are 100% controlled by Mr. Jiang, please explain to
us
       your conclusion that the assets contributed to CFI by Mr. Jiang in the
May 30, 2024
       transaction should be recorded at fair value as opposed to Mr. Jiang   s
book/carrying
       value. Please cite the accounting guidance on which you based your
accounting. Tell
       us how you considered the guidance in ASC 805-50 and ASC 845-10-15-4.b.
Note 11 - Segment Information, page F-67

41.    Please revise to include revenues by segment. Refer to ASC 280-10-50-22.
Exhibits

42.    Please file all material agreements as exhibits to your registration
statement pursuant
       to Item 601(b)(10) of Regulation S-K. For instance, we note references
to a Supply
       Agreement and Employment Agreements.
 January 16, 2025
Page 8
General

43.    We note your disclosure on page 93 that your team has "demonstrated an
extensive
       track record of successful acquisitions" and that some of your directors
also have
       experience in acquisitions. Please revise to describe the prior SPAC
experience of the
       SPAC Sponsor, its affiliates, and any promoters. See Item 1603(a)(3) of
Regulation S-
       K.
44.    We note your disclosure in the frequently used terms section that
"Founder Shares"
       refers to the 1,967,000 shares sold for an aggregate purchase price of
$25,000. We
       also note in your initial conflicts of interest section that the Founder
Shares are
       1,932,000 shares sold for an aggregate price of $25,000. Please revise
your disclosure
       for consistency.
45.    Please disclose, as of the most recent practicable date, the persons who
have direct
       and indirect material interests in the SPAC sponsor, as well as the
nature and amount
       of their interests. Please refer to Item 1603(a)(7) of Regulation S-K.
46.    We note references to the defined term Acquiror Financing Note and
Acquiror
       Promissory Note. Please revise to clarify if these references are to the
same
       information and quantify the outstanding amount.
47.    Please revise your filing to include risk factor disclosure and a
separate Enforceability
       of Civil Liabilities section addressing the enforcement risks related to
civil liabilities
       due to your officer and directors having ties to, or being located
outside of the United
       States. For example, revise to discuss more specifically the limitations
on investors
       being able to effect service of process and enforce civil liabilities,
lack of reciprocity
       and treaties, and cost and time constraints.
48.    With respect to your conflicts of interest disclosure please provide
such
       disclosure between: on one hand, the SPAC sponsors, their affiliates,
SPAC officers,
       SPAC directors, or promoters, target company officers or target company
directors;
       and, on the other hand, unaffiliated security holders of the SPAC. Refer
to Items
       1604(a)(4), 1604(b)(4) and 1603(b) of Regulations S-K.


        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Heather Clark at 202-551-3624 or Martin James at
202-551-3671 if
you have questions regarding comments on the financial statements and related
matters. Please contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at
202-551-
3754 with any other questions.
 January 16, 2025
Page 9



                   Sincerely,

                   Division of Corporation Finance
                   Office of Manufacturing