CN Healthy Food Tech Group Corp.

10/08/2025 | Press release | Distributed by Public on 10/08/2025 15:21

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bengochea Jose Antonio
2. Issuer Name and Ticker or Trading Symbol
CN Healthy Food Tech Group Corp. [UCFI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Former Director and CEO
(Last) (First) (Middle)
C/O IRON HORSE ACQUISITIONS CORP.,, P.O. BOX 2506
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025
(Street)
TOLUCA LAKE, CA 91610
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/30/2025 A(1) 1,932,000(2) A $ 0 1,932,000 I Through Bengochea SPAC Sponsors I LLC
Common Stock 09/30/2025 A 500,000(3) A $10.1 580,000(4) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
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 Owners

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

Signatures

/s/ Jose Antonio Bengochea 10/08/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
CN Healthy Food Tech Group Corp. published this content on October 08, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 08, 2025 at 21:21 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]