Form 4: Former CEO's Ownership in CN Healthy Food Tech Group

Sentiment:

Statement of Changes in Beneficial Ownership


Jose Antonio Bengochea, former CEO of Iron Horse Acquisitions Corp., reports beneficial ownership changes in CN Healthy Food Tech Group Corp. following a business combination.

Summary

  • Jose Antonio Bengochea, former Director and CEO of Iron Horse Acquisition Corp., filed a Form 4 to report changes in his beneficial ownership.
  • The changes occurred in CN Healthy Food Tech Group Corp., which was formerly Iron Horse Acquisition Corp., following a business combination.
  • The business combination, based on an agreement dated September 27, 2024, was between Iron Horse Acquisition Corp. and Rosey Sea Holdings Limited, and was effected on September 30, 2025.
  • As part of the transaction, Iron Horse Acquisition Corp. changed its name to CN Healthy Food Tech Group Corp. ('New CFI').
  • Bengochea acquired 1,932,000 shares of common stock indirectly through Bengochea SPAC Sponsors I LLC.
  • He also acquired 500,000 shares of common stock directly as consideration for providing certain post-closing services to the Issuer, pursuant to a Consulting Agreement.
  • His existing 580,000 shares of common stock from the former company converted on a one-for-one basis into 580,000 shares of common stock of New CFI.
  • Bengochea's 1,932,000 private warrants of the Company converted on a one-for-one basis into 1,932,000 private warrants of New CFI.
  • He beneficially owns 2,533,500 warrants indirectly through Bengochea SPAC Sponsors I LLC.

Sentiment

Score: 5

Explanation: Neutral, as this is a factual disclosure of ownership changes following a business combination, without explicit positive or negative performance indicators.

Positives

  • Jose Antonio Bengochea received 500,000 shares of common stock for providing post-closing services, indicating continued involvement and value recognition for his expertise.
  • The successful completion of the business combination and subsequent name change signifies a strategic milestone for the company, transitioning from a SPAC to an operating entity.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance, as it primarily reports historical ownership changes following a completed business combination.

Industry Context

This Form 4 reflects the finalization of a SPAC business combination, a common strategy for private companies to go public. The change of the company name to 'CN Healthy Food Tech Group Corp.' suggests a focus on the healthy food technology sector, aligning with growing consumer trends towards health and wellness.

Comparison to Industry Standards

  • This filing is a standard Form 4 disclosure following a business combination, which is a common event in the SPAC market.
  • The one-for-one conversion of shares and warrants is typical for such transactions.
  • Without specific financial performance data, a detailed comparison to industry benchmarks or comparable companies like Beyond Meat or Oatly in the healthy food tech space is not possible based solely on this ownership filing.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Director and CEOJose Antonio Bengochea (of Iron Horse Acquisition Corp.)N/A (Bengochea is now Former Director and CEO of the combined entity)2025-09-30Consummation of Business Combination and company name change.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Company Name ChangeIron Horse Acquisition Corp. changed its name to CN Healthy Food Tech Group Corp.2025-09-30Reflects the new identity and strategic focus post-business combination.

Related Party Transactions

  • Jose Antonio Bengochea's indirect ownership through Bengochea SPAC Sponsors I LLC and Bengochea Capital LLC, which he controls, represents related party dealings in the context of the business combination.
  • Bengochea received 500,000 shares for post-closing services via a Consulting Agreement with the Issuer.

Stakeholder Impact

  • Shareholders: The business combination and subsequent ownership changes affect the structure and beneficial ownership of the company's stock. Existing shareholders of Iron Horse Acquisition Corp. now hold shares in CN Healthy Food Tech Group Corp.
  • Management/Employees: Jose Antonio Bengochea, a former key executive, continues to have a relationship with the company through a consulting agreement and significant beneficial ownership.

Next Steps

  • Jose Antonio Bengochea will provide post-closing services to CN Healthy Food Tech Group Corp. under a Consulting Agreement.

Key Dates

DateDescription
2024-09-27Business Combination Agreement (as amended) dated between Iron Horse Acquisition Corp. and Rosey Sea Holdings Limited.
2025-09-26Closing price of common stock on Nasdaq Stock Market LLC was $10.10. Closing price of public warrant on Nasdaq Stock Market LLC was $0.075.
2025-09-30Date of earliest transaction; Business Combination effected; Company name changed to CN Healthy Food Tech Group Corp.; Conversion of Bengochea's shares and warrants.
2025-10-08Signature date of reporting person for the Form 4 filing.
2025-10-30Date exercisable for warrants.
2030-09-30Expiration date for warrants.

Keywords

CN Healthy Food Tech Group, UCFI, Form 4, Beneficial Ownership, Jose Antonio Bengochea, Iron Horse Acquisition Corp, Rosey Sea Holdings, Business Combination, SPAC, Common Stock, Warrants

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