10/08/2025 | Press release | Distributed by Public on 10/08/2025 15:21
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants | $11.50 | 09/30/2025 | A(5) | 2,533,500 | 10/30/2025 | 09/30/2030 | Common Stock | 2,533,500 | $0.08(6) | 2,533,500 | I | Through Bengochea SPAC Sponsors I LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bengochea Jose Antonio C/O IRON HORSE ACQUISITIONS CORP., P.O. BOX 2506 TOLUCA LAKE, CA 91610 |
Former Director and CEO |
/s/ Jose Antonio Bengochea | 10/08/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to the Business Combination Agreement (as amended), dated September 27, 2024, by and among Iron Horse Acquisition Corp., a Delaware corporation (the "Company") and Rosey Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands ("Rosey Sea"), the parties effected a business combination transaction ("Business Combination") on September 30, 2025. In connection with the Business Combination, the Company changed its name to "CN Healthy Food Tech Group Corp." (the "New CFI"). In connection with the consummation of the Business Combination and the name change, Jose A. Bengochea's 580,000 shares of common stock, par value $0.0001, of the Company, converted into 580,000 shares of common stock, par value $0.0001, of New CFI, on a one-for-one basis, in connection with the closing of the Business Combination. |
(2) | This number includes, (i) 47,500 shares held by the sponsor on behalf of Mr. Bengochea for his service as a director and officer of the Company, (ii) 701,500 shares held by Bengochea SPAC Sponsors I LLC (the "sponsor") of which 364,000 shares are held for individuals on the basis of funds paid to Bengochea Capital LLC, a limited liability company controlled solely by Mr. Bengochea and invested in the sponsor and 337,500 shares are held on behalf of Bengochea Capital LLC,; (iii) 450,000 shares, in the aggregate, held by the sponsor on behalf of the current and former directors and officers of the Company as a group (other than Mr. Bengochea), whether such shares are attributable to a director or officer on the basis of his or her service as such or on the basis of funds invested by a director or officer in Bengochea Capital LLC, and (iv) 651,000 shares held by the sponsor on behalf of a fund that invested in Bengochea Capital LLC. |
(3) | Includes 500,000 shares of common stock of the Issuer that Mr. Bengochea received as a consideration of his providing certain post-closing services to the Issuer, pursuant to a Consulting Agreement by and between himself and the Issuer. |
(4) | Based on the closing price of the common stock of $10.10 on the Nasdaq Stock Market LLC on September 26, 2025. |
(5) | In connection with the consummation of the Business Combination and the name change, Mr. Bengochea's 1,932,000 private warrants of the Company, converted into 1,932,000 private warrants of New CFI, on a one-for-one basis, in connection with the closing of the Business Combination. |
(6) | Based on the closing price of the public warrant of $0.075 on the Nasdaq Stock Market LLC on September 26, 2025. |