10/08/2025 | Press release | Distributed by Public on 10/08/2025 15:19
FORM 4
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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 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Caragol William J C/O IRON HORSE ACQUISITIONS CORP., P.O. BOX 2506 TOLUCA, CA 91610 |
Former Director, CFO, and COO |
/s/ William Caragol | 10/08/2025 | |
**Signature of Reporting Person | Date |
* | 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, 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. |