Reverse Recapitalization

6 Months Ended

Jun. 30, 2026

Note 3 – Reverse Recapitalization

On September 30, 2025, Legacy CFI and Iron Horse consummated the merger contemplated by the BCA, with Legacy CFI surviving the merger as a wholly owned subsidiary of Iron Horse. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy CFI’s issuing stock for the net assets of Iron Horse, accompanied by a recapitalization. The net assets of Iron Horse were stated at historical cost, with no goodwill or intangible assets recorded. See Note 3 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information.

The number of shares of common stock issued immediately following the consummation of the Business Combination were:

Common stock outstanding prior to Business Combination	8,867,000
Less: redemption of Iron Horse shares of common stock	(6,701,349	)
Iron Horse shares of common stock	2,165,651
Shares issued to holders of Iron Horse rights	1,379,983
Legacy CFI shares	47,689,349
Shares issued in connection with consulting agreements (see Note 8)	1,000,000
Total shares of common stock after Business Combination	52,234,983

Lock-Up Arrangements

Certain former stockholders of Legacy CFI and Iron Horse agreed to lock-up restrictions regarding the future transfer of shares of common stock for a period of six months through March 2026, subject to certain exceptions. The lock-up period expired during the first quarter of 2026.