Iron Horse SPAC Amends S-1, Details $700K Offering Costs

TL;DR

**IRHOU's latest S-1/A is a routine update, but the $700,000 in offering expenses and $5.7 million private unit commitment from the sponsor and Cantor Fitzgerald & Co. show the SPAC is moving forward with its IPO, making it a neutral-to-slightly-positive signal for those watching the SPAC market.**

AI Summary

Iron Horse Acquisition II Corp. (IRHOU) filed Amendment No. 6 to its S-1 registration statement on December 9, 2025, primarily as an exhibit-only filing, indicating no fundamental changes to its business operations or financial performance. The SPAC detailed estimated offering expenses totaling $700,000, with legal fees and expenses accounting for the largest portion at $275,000, followed by SEC/FINRA expenses at $98,534 and accounting fees at $85,000. The filing confirmed the sale of 5,750,000 ordinary shares to IRHO SPAC Sponsor LLC for an aggregate price of $32,000, averaging approximately $0.0056 per share, under a Section 4(a)(2) exemption. Additionally, the sponsor and Cantor Fitzgerald & Co. committed to purchase 570,000 private units for $10.00 per unit, totaling $5,700,000, simultaneously with the IPO. The company's indemnification provisions for officers and directors are limited by Cayman Islands law and SEC public policy, with recourse against the trust account waived by officers and directors except for public shares. This amendment primarily updates exhibit information and reiterates existing financial and structural commitments without introducing new revenue or net income figures.

Why It Matters

This S-1/A filing provides crucial transparency on the cost structure of Iron Horse Acquisition II Corp.'s IPO, with $700,000 in estimated offering expenses directly impacting the capital available for a future business combination. For investors, understanding these costs, including $275,000 in legal fees, is vital for assessing the efficiency of capital deployment. The commitment from IRHO SPAC Sponsor LLC and Cantor Fitzgerald & Co. to purchase $5,700,000 in private units signals continued insider confidence and support for the SPAC's structure. In a competitive SPAC market, clear expense disclosure and sponsor backing can differentiate IRHOU, influencing investor sentiment and potential target companies.

Risk Assessment

Risk Level: medium — The risk level is medium because, as a SPAC, Iron Horse Acquisition II Corp. has no current operations or revenue, relying entirely on a future business combination, which carries inherent uncertainty. The filing explicitly states that indemnification for directors and officers for Securities Act liabilities is considered against SEC public policy and therefore unenforceable, potentially increasing personal risk for executives and making it harder to attract top talent. Furthermore, any indemnification can only be satisfied if the company has sufficient funds outside the trust account or successfully consummates an initial business combination, adding financial uncertainty.

Analyst Insight

Investors should monitor IRHOU for further updates on its target acquisition strategy and the timeline for its initial business combination, as this filing is primarily administrative. Given the $700,000 in offering expenses, evaluate the potential dilution and the impact on the trust value per share once a target is identified. Consider the implications of the indemnification limitations on executive retention and governance.

Key Numbers

• $700,000 — Total estimated offering expenses (Excluding underwriting discount and commissions)
• $275,000 — Legal fees and expenses (Largest component of offering expenses)
• $98,534 — SEC/FINRA expenses (Regulatory expenses for the offering)
• 5,750,000 — Ordinary shares sold to IRHO SPAC Sponsor LLC (Issued at approximately $0.0056 per share)
• $32,000 — Aggregate offering price for founder shares (Paid by IRHO SPAC Sponsor LLC)
• 570,000 — Private units committed for purchase (370,000 by sponsor, 200,000 by Cantor Fitzgerald & Co.)
• $10.00 — Price per private unit (For the committed purchase of 570,000 units)
• $5,700,000 — Total value of private units committed for purchase (By sponsor and Cantor Fitzgerald & Co.)

Key Players & Entities

• Iron Horse Acquisition II Corp. (company) — Registrant and SPAC
• Jose Antonio Bengochea (person) — Chief Executive Officer and Chairman of the Board
• William Caragol (person) — Chief Financial Officer and Director
• IRHO SPAC Sponsor LLC (company) — Purchaser of 5,750,000 ordinary shares and 370,000 private units
• Cantor Fitzgerald & Co. (company) — Underwriter and purchaser of 200,000 private units
• SEC (regulator) — Securities and Exchange Commission
• Loeb & Loeb LLP (company) — Legal counsel
• Ellenoff Grossman & Schole LLP (company) — Legal counsel
• Maples and Calder (Cayman) LLP (company) — Legal counsel
• MaloneBailey, LLP (company) — Auditor

FAQ

Risk Factors

• Indemnification Limitations [medium — legal]: Officers and directors' indemnification is limited by Cayman Islands law and SEC public policy. Recourse against the trust account is waived by officers and directors, except for public shares, potentially increasing personal liability in certain scenarios.

Industry Context

The Special Purpose Acquisition Company (SPAC) market has seen significant activity, with numerous entities seeking to raise capital for future acquisitions. Companies like Iron Horse Acquisition II Corp. operate within this dynamic environment, aiming to identify and merge with target businesses. The success of such ventures often depends on market conditions, the quality of the target company, and the ability to navigate regulatory requirements.

Regulatory Implications

As a SPAC, Iron Horse Acquisition II Corp. is subject to SEC regulations governing initial public offerings and ongoing reporting. The filing of an S-1/A amendment, even as an exhibit-only update, signifies continued compliance efforts. The indemnification clauses and waivers related to the trust account are critical for understanding potential liabilities and shareholder protections within the regulatory framework.

What Investors Should Do

1. Review the specific exhibits filed with Amendment No. 6.
2. Assess the implications of limited indemnification for officers and directors.
3. Understand the dual capital structure involving public shares and private units.

Glossary

S-1/A

An amendment to a registration statement filed with the SEC on Form S-1, used by companies going public to provide updated or corrected information. (This filing is an amendment to Iron Horse Acquisition II Corp.'s initial S-1 registration statement, indicating ongoing regulatory processes for its IPO.)

SPAC

Special Purpose Acquisition Company, a shell company that raises capital through an IPO to acquire an existing company. (Iron Horse Acquisition II Corp. is a SPAC, and this filing details aspects of its IPO and sponsor-related transactions.)

Ordinary Shares

Common stock representing ownership in a company, typically with voting rights. (The filing details the sale of ordinary shares to the sponsor, IRHO SPAC Sponsor LLC, as part of the SPAC's structure.)

Private Units

Units purchased by private investors, often sponsors or strategic partners, simultaneously with a SPAC's IPO, typically at a set price. (The sponsor and Cantor Fitzgerald & Co. committed to purchasing private units at $10.00 each, providing crucial capital alongside the public offering.)

Section 4(a)(2)

A section of the Securities Act of 1933 that exempts certain transactions from registration requirements, typically private placements to sophisticated investors. (This exemption was used for the sale of founder shares to IRHO SPAC Sponsor LLC, indicating a private placement rather than a public offering for those shares.)

Trust Account

A segregated account holding the proceeds from a SPAC's IPO, typically invested in U.S. Treasury securities, to protect public shareholders' capital until a business combination is completed. (The waiver of recourse against the trust account by officers and directors highlights the importance of this account for shareholder protection.)

Year-Over-Year Comparison

This filing is Amendment No. 6 and is primarily an exhibit-only update, indicating no fundamental changes to the company's business operations or financial performance since the previous filing. Therefore, direct year-over-year comparisons of financial metrics like revenue growth or net income are not applicable. The focus remains on the structural elements and commitments related to the initial public offering, such as offering expenses and private unit purchases.

Key Financial Figures

• $32,000 — sold for an aggregate offering price of $32,000 at an average purchase price of approxi
• $0.0056 — average purchase price of approximately $0.0056 per share. II-1 The Company’s
• $10.00 — otment option is exercised in full) for $10.00 per private unit or $5,700,000 (whether
• $5,700,000 — in full) for $10.00 per private unit or $5,700,000 (whether or not the underwriter’

Filing Documents

• ea0227714-13.htm (S-1/A) — 221KB
• ea022771413ex23-1_iron2.htm (EX-23.1) — 2KB
• 0001213900-25-119802.txt ( ) — 225KB

  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows: Legal fees and expenses   $ 275,000 Printing and engraving expenses     40,000 Trustee fees and expenses     25,000 Accounting fees and expenses     85,000 SEC/FINRA expenses     98,534 Travel and road show expenses     15,000 Nasdaq listing fees     85,000 Miscellaneous     76,466 Total offering expenses (other than underwriting commissions)   $ 700,000

  INDEMNIFICATION OF DIRECTORS AND OFFICERS

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS. Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We will enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combina

  RECENT SALES OF UNREGISTERED SECURITIES

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES. (a)       During the past three years, we sold the following ordinary shares without registration under the Securities Act: Shareholders   Number of Shares IRHO SPAC Sponsor LLC   5,750,000 Such shares were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act as the shares were sold to an accredited investor. The shares issued were sold for an aggregate offering price of $32,000 at an average purchase price of approximately $0.0056 per share. II-1 The Company’s sponsor and Cantor Fitzgerald & Co. have also committed that it and/or its designees will purchase 570,000 private units (whether or not the underwriter’s over -allotment option is exercised in full) for $10.00 per private unit or $5,700,000 (whether or not the underwriter’s over -allotment option is exercised in full), of which the sponsor has agreed to purchase 370,000 units and Cantor Fitzgerald & Co. has agreed to purchase 200,000 units. This purchase will take place on a private placement basis simultaneously with the consummation of the initial public offering. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales.

  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. Exhibit No.   Description 1.1 *   Form of Underwriting Agreement. 3.1 *   Memorandum and articles of association. 3.2 *   Form Amended and Restated Memorandum and articles of association. 3.3 *   Certificate of Conversion filed with the State of Delaware 3.4*   Plan of Merger 4.1 *   Specimen Unit Certificate. 4.2 *   Specimen ordinary share Certificate. 4.3 *   Specimen Rights Certificate. 4.4 *   Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant. 5.1*   Opinion Maples & Calder (Cayman) LP 5.2 *   Opinion of Loeb & Loeb LLP. 10.1 *   Form of Letter Agreement from each of the Registrant’s officers, directors and initial shareholders. 10.2*   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. 10.3 *   Promissory Note dated October 1, 2025. 10.4 *   Form of Registration Rights Agreement. 10.5.1 *   Form of Subscription Agreement for private units by initial shareholders. 10.5.2 *   Form of Subscription Agreement for private units by Cantor. 10.6 *   Form of Indemnification Agreement. 10.7 *   Subscription Agreement between the Registrant and IRHO SPAC Sponsor LLC Founder Shares. 14 *   Code of Ethics. 23.1 **   Consent of MaloneBailey, LLP. 23.2 *   Consent of Maples and Calder (Cayman) LP (included in Exhibit 5.1) 23.3 *   Consent of Loeb & Loeb LLP (included in Exhibit 5.2). 23.4 *   Consent of Melissa Escobar 23.5*   Consent of Tarron Hecox 23.6*   Consent of Daniel Becker 24 *   Power of Attorney (included on

  UNDERTAKINGS

ITEM 17.  UNDERTAKINGS. (a)       The undersigned registrant hereby undertakes: (1)      To file, during any period in which offers or sales are being made, a post -effective amendment to this registration statement: i.         To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; ii.        To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post -effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; iii.       To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2)      That, for the purpose of determining any liability under the Securities Act of 1933, each such post -effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 9 th day of December, 2025. IRON HORSE ACQUISITION II CORP .     By:   /s/ Jose Bengochea     Name:   Jose A. Bengochea     Title:   Chief Executive Officer     POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jose Bengochea his/her true and lawful attorney -in-fact , with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments including pre- and post -effective amendments to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and pre- or post -effective amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney -in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Name   Position   Date /s/ Jose Bengochea   Chief Executive Officer   December 9, 2025 Jose Bengochea   (Principal Executive Officer) and Chairman of the Board     /s/ William Caragol   Chief Financial Officer and Director   December 9, 2025 William Caragol   (Prin

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