William Caragol Reports 500,000-Service Shares at Closing

Rhea-AI Filing Summary

William J. Caragol, formerly Director, CFO and COO of Iron Horse Acquisitions Corp., reported two stock transactions tied to the closing of a business combination that converted the SPAC into CN Healthy Food Tech Group Corp. on 09/30/2025. His pre-existing 80,000 shares of the SPAC converted one-for-one into 80,000 shares of the new issuer and remain held indirectly through Bengochea SPAC Sponsors I LLC. In addition, he received 500,000 newly issued shares on 09/30/2025 as compensation for providing post-closing services under a Consulting Agreement; those shares were reported as acquired at a $10.10 per-share closing market price on 09/26/2025, and he is shown as beneficially owning 580,000 shares directly after the transactions.

Positive

• 500,000 shares issued to the reporting person as consideration for post-closing services, indicating management alignment with the combined company
• Conversion on a one-for-one basis of pre-existing SPAC shares (80,000) into shares of the new issuer at closing

Negative

• Large insider issuance (500,000 shares) may increase immediate insider-held supply and potential near-term selling pressure if not subject to lock-up
• Indirect holdings through the Sponsor (80,000 shares) add complexity to beneficial ownership transparency

Insights

Corporate Governance Specialist

TL;DR: Insider received substantial post-closing compensation equity tied to the business combination closing.

The reporting indicates that 500,000 shares were issued to the reporting person as consideration for post-closing services under a Consulting Agreement, and an additional 80,000 pre-existing shares converted on a one-for-one basis at closing on 09/30/2025. The structure shows a mix of direct and indirect holdings, with indirect holdings routed through a sponsor entity.

This arrangement creates governance and alignment observations: issuance of sizable service-based equity after a business combination can align executive incentives with the combined company's performance but may also represent near-term share interest concentrated with insiders. Watch for any related disclosures of service terms, vesting, or resale restrictions in upcoming filings or the Consulting Agreement for clarity on lock-up and dilution timing within the next 12 months.

Equity Transactions Analyst

TL;DR: Reported acquisitions include a market-referenced price and show post-transaction beneficial ownership of 580,000 shares.

The Form 4 records an acquisition date of 09/30/2025 and cites a $10.10 closing price on 09/26/2025 to contextualize the grant of 500,000 shares. The reporting separates holdings as 80,000 indirect shares through a sponsor and 580,000 direct shares following the transaction.

For investors, monitor any future sales or Rule 144/lock-up disclosures affecting immediate liquidity, and check subsequent Forms 4 or prospectus amendments within the next few quarters to track any transfers or vesting triggers tied to the Consulting Agreement.

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

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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^*

Caragol William J

(Last) (First) (Middle)

C/O IRON HORSE ACQUISITIONS CORP.,

P.O. BOX 2506

(Street)

TOLUCA 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, CFO, and COO

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)		80,000(2)	A	$0	80,000	I	Through Bengochea SPAC Sponsors I LLC
Common Stock	09/30/2025		A		500,000(3)	A	$10.1(4)	580,000	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

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, William Caragol's 80,000 shares of common stock, par value $0.0001, of the Company, converted into 80,000 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. Includes 30,000 shares held by Bengochea SPAC Sponsors I LLC (the "Sponsor") on behalf of Mr. Caragol for his service as an officer of the Company as well as 50,000 shares held by the Sponsor on behalf of Mr. Caragol on the basis of funds invested by Mr. Caragol in the Sponsor.

3. Includes 500,000 shares of common stock of the Issuer that Mr. Caragol 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.

	/s/ William Caragol	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 William J. Caragol report on Form 4 for IROH/CN Healthy Food Tech Group?

The Form 4 reports conversion of 80,000 SPAC shares to issuer shares on 09/30/2025 and issuance of 500,000 shares as post-closing service consideration, resulting in 580,000 shares beneficially owned directly.

When were the transactions reported on the Form 4 executed?

The reported transaction date for both the conversion and the service-based issuance is 09/30/2025.

At what price was the 500,000-share issuance referenced?

The filing cites the Nasdaq closing price of $10.10 per share on 09/26/2025 for context.

How are Mr. Caragol's holdings apportioned between direct and indirect ownership?

The filing shows 80,000 shares held indirectly through Bengochea SPAC Sponsors I LLC and 580,000 shares held directly after the reported transactions.

Why were 500,000 shares issued to Mr. Caragol?

Those 500,000 shares were issued as consideration for providing certain post-closing services under a Consulting Agreement between Mr. Caragol and the issuer.