UCFI Insider Bengochea Acquires 500K Shares; 2.53M Warrants Listed
Rhea-AI Filing Summary
Jose A. Bengochea reported changes in beneficial ownership tied to the closing of a business combination on 09/30/2025 that renamed Iron Horse Acquisitions Corp. to CN Healthy Food Tech Group Corp. In connection with the closing, 580,000 existing shares converted one-for-one into the new company's common stock and 1,932,000 private warrants converted one-for-one into New CFI private warrants. Separately, 500,000 additional shares were acquired by Bengochea for $10.10 per share as consideration for post-closing consulting services, increasing his directly held shares to 580,000 and leaving 1,932,000 warrants held indirectly through Bengochea SPAC Sponsors I LLC. The filing lists 2,533,500 warrants acquired on 09/30/2025 exercisable beginning 10/30/2025 and expiring 09/30/2030.
Positive
- Post-closing consulting shares: 500,000 shares acquired as compensation at $10.10
- One-for-one conversion: 580,000 pre-closing shares converted into New CFI common stock on 09/30/2025
- Significant warrant position: Retains 1,932,000 private warrants after the business combination
Negative
- Concentrated indirect holdings: Many shares and warrants are held through Bengochea SPAC Sponsors I LLC, consolidating control
- Potential future dilution: 2,533,500 warrants reported exercisable from 10/30/2025 to 09/30/2030, which could increase share supply
- Complex ownership attribution: Portions of the 1,932,000 and other sponsor-held shares are held on behalf of multiple parties, complicating clear free-float calculation
Insights
Insider maintains sizable indirect stake and received post-close compensation shares.
The reported transactions show indirect ownership through Bengochea SPAC Sponsors I LLC totaling 1,932,000 warrants and multiple sponsor-held share pools aggregating to the reported interests. The 500,000 shares granted at $10.10 were paid as post-closing consulting consideration and converted shares from the SPAC converted one-for-one at closing on 09/30/2025.
This structure centralizes economic exposure via the sponsor vehicle and creates concentrated insider holdings to monitor over the near term, particularly around warrant exercisability beginning 10/30/2025.
Large warrant and share positions may affect future float and potential supply.
The filing records 2,533,500 warrants acquired on 09/30/2025 with an exercise/strike reference and an exercisability window starting 10/30/2025 through 09/30/2030, and private warrants of 1,932,000 converted one-for-one. If exercised, these instruments would create additional common shares.
Near-term items to watch include any exercises after 10/30/2025 and whether the sponsor-held shares identified (including the 580,000 converted shares) are subject to lock-up or resale, as those events will influence free float and market liquidity within months.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Warrants | 2,533,500 | $0.08 | $203K |
| Grant/Award | Common Stock | 1,932,000 | $0.00 | -- |
| Grant/Award | Common Stock | 500,000 | $10.10 | $5.05M |
Footnotes (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. 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. 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. Based on the closing price of the common stock of $10.10 on the Nasdaq Stock Market LLC on September 26, 2025. 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. Based on the closing price of the public warrant of $0.075 on the Nasdaq Stock Market LLC on September 26, 2025.
