Iron Horse Acquisition II Corp. Files 8-K with Key Updates

TL;DR

Iron Horse Acquisition II Corp. filed an 8-K detailing material agreements and equity sales.

AI Summary

Iron Horse Acquisition II Corp. filed an 8-K on December 18, 2025, reporting on events that occurred on December 16, 2025. The filing indicates a material definitive agreement, unregistered sales of equity securities, amendments to articles of incorporation or bylaws, and other events. The company, formerly known as Iron Horse Acquisitions Corp. II, is incorporated in the Cayman Islands and has its principal executive offices in Boca Raton, FL.

Why It Matters

This 8-K filing signals significant corporate actions and potential changes for Iron Horse Acquisition II Corp., which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity and amendments, which can introduce complexities and potential risks for investors.

Key Players & Entities

• Iron Horse Acquisition II Corp. (company) — Registrant
• December 16, 2025 (date) — Earliest event reported
• December 18, 2025 (date) — Date of report
• Cayman Islands (jurisdiction) — Place of incorporation
• Boca Raton, FL (location) — Principal executive offices
• Iron Horse Acquisitions Corp. II (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — Market, LLC Ordinary Share, par value $0.0001 per share IRHO The Nasdaq Stock Mar
• $10.00 — ion . The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $230,000,000 — rating gross proceeds to the Company of $230,000,000. In connection with the IPO, the Compa
• $5,700,000 — rating gross proceeds to the Company of $5,700,000. The Private Units are identical to the

Filing Documents

• ea0269884-8k_iron2.htm (8-K) — 44KB
• ea026988401ex1-1_iron2.htm (EX-1.1) — 245KB
• ea026988401ex3-1_iron2.htm (EX-3.1) — 273KB
• ea026988401ex4-1_iron2.htm (EX-4.1) — 54KB
• ea026988401ex10-1_iron2.htm (EX-10.1) — 92KB
• ea026988401ex10-2_iron2.htm (EX-10.2) — 49KB
• ea026988401ex10-3_iron2.htm (EX-10.3) — 89KB
• ea026988401ex10-5i_iron2.htm (EX-10.5(1)) — 39KB
• ea026988401ex10-5ii_iron2.htm (EX-10.5(2)) — 57KB
• ea026988401ex10-6_iron2.htm (EX-10.6) — 111KB
• ea026988401ex99-1_iron2.htm (EX-99.1) — 7KB
• ea026988401ex99-2_iron2.htm (EX-99.2) — 6KB
• 0001213900-25-123358.txt ( ) — 1066KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 16, 2025, the registration statement (File No. 333-284331), as amended (the “ Registration Statement ”), relating to the initial public offering (“ IPO ”) of Iron Horse Acquisition II Corp. (the “ Company ”) was declared effective by the Securities and Exchange Commission (the “ Commission ”). On December 18, 2025, the Company consummated the IPO, which consisted of 23,000,000 units (the “ Units ”), including the exercise in full by the underwriters of an option to purchase up to 3,000,000 Units at the offering price to cover over-allotments. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (“ Shares ”), and one right (each, a “ right ”). Each right entitles the holder thereof to receive one-tenth (1/10) of a Share upon the consummation of an initial business combination . The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-284331 ) related to the IPO: An Underwriting Agreement (the “ Underwriting Agreement ”), dated December 16, 2025, between the Company and Cantor Fitzgerald & Co. (“ Cantor ”) as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. A Rights Agreement, December 16, 2025, by and between the Company and Continental Stock Transfer & Trust Company (“ CST ”), as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. A Registration Rights Agreement, dated December 16, 2025, by and among the Company and certain security holders, a copy of which is atta

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 570,000 private placement units (the “ Private Units ”), at a purchase price of $10.00 per Private Unit, of which 370,000 Private Units were sold to the Sponsor and 200,000 Private Units were sold to Cantor, generating gross proceeds to the Company of $5,700,000. The Private Units are identical to the public Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On December 16, 2025, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. A total of $230,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s second amended and restated certificate of incorporation (a) to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 24 months (the “ Combination Period ”) from the closing of the IPO or (b) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within the Combination Period, subject to applicable law. On December 16, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On December 18, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Description 1.1 Underwriting Agreement, dated December 16, 2025, by and among the Company, Cantor Fitzgerald & Co., as representatives of the several underwriters. 3.1 Amended and Restated M emorandum and Articles of Association. 4.1 R ights Agreement, dated December 16, 2025, by and between the Company and CST, as warrant agent. 10.1 Registration Rights Agreement, dated December 16, 2025, by and among the Company and security holders. 10.2 Letter Agreement, dated December 16, 2025, by and among the Company, its officers, directors and the Sponsor. 10.3 Investment Management Trust Agreement, dated December 16, 2025, by and between the Company and CST, as trustee. 10.5.1 Private U nits Purchase Agreement, dated December 16, 2025, by and between the Company and the Sponsor. 10.5.2 Private U nits Purchase Agreement, dated December 16, 2025, by and between the Company and Cantor Fitzgerald & Co. 10.6 Form of Indemnity Agreement 99.1 Press Release, dated December 16, 2025. 99.2 Press Release, dated December 18, 2025. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IRON HORSE ACQUISITION II CORP. By: /s/ Jose Bengochea Name: Jose Bengochea Title: Chief Executive Officer Dated: December 18, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR