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

Corporate Governance Analyst

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.

Securities Analyst

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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
Estimated average burden
hours per response:			0.5

X

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bengochea Jose Antonio

(Last) (First) (Middle)

C/O IRON HORSE ACQUISITIONS CORP.,

P.O. BOX 2506

(Street)

TOLUCA LAKE CA 91610

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of 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

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

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 Securities Underlying Derivative Security (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: 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	$11.5	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

Explanation of Responses:

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.

	/s/ Jose Antonio Bengochea	10/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Jose A. Bengochea report owning after the Form 4 filing for UCFI?

The filing shows 1,932,000 private warrants held indirectly and 580,000 common shares following the reported transactions on 09/30/2025.

Why did Bengochea receive 500,000 shares and at what price?

Those 500,000 shares were received as consideration for post-closing consulting services and are reported at a price of $10.10 per share.

When do the reported warrants become exercisable and when do they expire?

The reported warrants of 2,533,500 are exercisable beginning 10/30/2025 and expire on 09/30/2030.

Did the business combination change the company name or ticker?

Yes, the business combination closed on 09/30/2025 and the company changed its name to CN Healthy Food Tech Group Corp.

How are some shares held on behalf of others?

The filing specifies sponsor-held shares include allocations for individuals and a fund that invested in Bengochea Capital LLC, totaling portions of the reported holdings.