Zhenjun Jiang
About Zhenjun Jiang
Zhenjun Jiang is Chairman and Chief Executive Officer of CN Healthy Food Tech Group Corp. (post-business combination successor to Iron Horse Acquisitions Corp.) effective upon the September 30, 2025 closing; the board determined he is not an independent director . He controls 93.08% of outstanding common stock indirectly via Rosy Sea Holdings Limited, which he owns 100% and serves as sole director and principal executive/financial officer, aligning control with operating leadership . The company’s PRC operations commenced in 2024, highlighting an early operating stage at merger close; biographical details are incorporated by reference to the proxy/prospectus and not set forth in the 8-K excerpted here .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CN Healthy Food Tech Group Corp. | Chairman & Chief Executive Officer | Appointed effective upon Closing (Sept 30, 2025) | Post-merger leadership over newly public entity |
| Zhong Guo Liang Tou Group Limited | Director | As of Aug–Sep 2025 (BCA amendments) | Executed amendments to Business Combination Agreement on behalf of operating company |
| Rosy Sea Holdings Limited | Director | As of Aug–Sep 2025 (BCA amendments) | Seller entity in business combination; executed BCA amendments |
External Roles
| Entity | Capacity | Notes |
|---|---|---|
| Rosy Sea Holdings Limited | 100% owner, sole director, principal executive and principal financial officer | Vehicle holding 47,689,349 shares (93.08%) of CN Healthy post-close |
| Zhong Guo Liang Tou Group Limited | Director | Party to BCA amendments pre-close |
Fixed Compensation
CN Healthy (pre-closing CFI) disclosed no salary, bonus, stock awards, or other compensation for Jiang in 2023 or 2024.
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $0 | $0 |
| Bonus ($) | $0 | $0 |
| Stock Awards ($) | $0 | $0 |
| All Other Compensation ($) | $0 | $0 |
| Total ($) | $0 | $0 |
CFI did not compensate its directors for board service pre-closing .
Performance Compensation
No performance-based incentives (PSUs, options, or other variable pay) were disclosed for Jiang for 2023–2024; “Outstanding Equity Awards at Fiscal Year End: None” pre-closing .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % Outstanding | Basis/Notes |
|---|---|---|---|
| Rosy Sea Holdings Limited | 47,689,349 | 93.08% | Post-close basis on 51,235,000 shares outstanding |
| Zhenjun Jiang (indirect via Rosy Sea) | 47,689,349 | 93.08% | Jiang owns 100% of Rosy Sea and serves as sole director/officer |
| Restriction/Right | Terms | Implication |
|---|---|---|
| Seller Lock-up | 180-day lock-up from Closing for Seller’s consideration shares (Closing Sept 30, 2025) | Near-term selling constrained; supply risk increases after lock-up expires |
| Registration Rights | A&R Registration Rights Agreement requires shelf filing shortly after close; provides piggy-backs and up to two Form S-3 resales for insiders | Facilitates post-lock-up liquidity for large holders |
| Registrable Securities Scope | Includes 1,967,000 founder shares; 2,457,000 private warrants and underlying shares; Seller consideration shares; 500,000 consulting shares each to Bengochea and Caragol; certain convertibles | Adds to potential float expansion on registration effectiveness |
| Pledging/Hedging | Lock-up prohibits pledges, swaps, hedges, short sales during lock-up | Reduces near-term leverage/hedge-induced overhang |
| Lock-up Carve-out | 200,000 Sponsor founder shares excluded from lock-up under April 2, 2025 letter agreement | Early tradable block may add incremental selling pressure |
Employment Terms
| Item | Disclosure |
|---|---|
| Appointment | Appointed Chairman & CEO effective upon Closing (Sept 30, 2025) |
| Employment Agreement | 8-K incorporates executive details by reference to proxy/prospectus; no CEO employment agreement terms (severance/CoC) were set forth in the 8-K excerpts reviewed |
| Severance / Change-of-Control | Not disclosed in reviewed 8-K excerpts; bylaws state officers may be removed with or without cause, subject to any employment agreement |
| Indemnification | Form of Indemnification Agreement filed; Delaware law, jurisdiction specified; company executed form as issuer signatory |
| Non-Compete / Non-Solicit | Not disclosed in reviewed filings |
| Related-Party Financing | Jiang agreed to fund Sponsor/Company obligations: $450,000 loan to Sponsor (two tranches: $229,770 and $220,230), plus $200,000 Sponsor-to-company loan; repayment tied to non-redeemed trust >$2M; 6-month backstop post-close |
Board Governance
- Board composition post-close: Jiang (Chair/CEO), Lili Zhang, Pan Hu, John L. Suprock, Lydia Bergamasco, Donghai Li, Jinyu Huang; Jiang and Pan Hu are not independent; others determined independent under Nasdaq/SEC rules .
- Committees post-close: Audit (Huang chair; members Suprock, Bergamasco), Compensation (Suprock chair; member Huang), Nominating & Corporate Governance (chair not clearly named in excerpt; members Li, Bergamasco) .
- Pre-close SPAC committee history (context): Compensation Committee comprised of independent directors Brian Turner, Ken Hertz, Scott Morris per 2024 proxy .
Director Compensation
- Pre-closing CFI: No compensation paid to directors for board service .
- Post-close director pay: Not disclosed in reviewed documents .
Related Party Transactions
- Sponsor/Insider alignment and incentives pre-close: Sponsor/initial holders collectively owned 1,932,000 founder shares (~21.8% pre-close); private warrants 2,457,000; sponsor note outstanding; Jiang (as seller shareholder) agreed to lend $450,000 to Sponsor; several economic interests contingent on transaction closing .
- Registration rights granted post-close to insiders and Seller as described above .
Risk Indicators & Red Flags
- Control and independence: Jiang is both Chairman and CEO and is not independent; board majority independent but the dual role and 93% control concentrate governance and decision-making .
- Liquidity/overhang: 180-day lock-up for Seller with explicit registration rights and a 200,000-share lock-up carve-out for Sponsor may create supply overhang as restrictions lapse .
- Early-stage operations: Operations commenced in 2024, with no significant non-PRC income through 2024, elevating execution risk post-merger .
Investment Implications
- Alignment vs entrenchment: Jiang’s 93% indirect ownership tightly aligns outcomes but limits minority influence and increases key-man and governance risk given non-independence and dual Chair/CEO role .
- Near-term selling pressure: Seller’s 180-day lock-up and immediate post-close registration obligations, plus a 200,000-share lock-up carve-out, point to potential float expansion and selling pressure as restrictions roll off .
- Compensation structure signal: Absence of disclosed fixed or performance pay pre-close (2023–2024) provides no visibility into pay-for-performance design; investors should monitor upcoming proxy for CEO employment terms, KPIs, vesting, and clawback policy to assess incentive quality .
- Execution risk: Operations only recently commenced in the PRC, with leadership highly concentrated; delivery against post-close financial targets and disclosure of robust governance/compensation frameworks will be critical catalysts for valuation and sentiment .