Iron Horse Acquisition Corp. II Files S-1
Ticker: IRHOU · Form: S-1 · Filed: Jan 17, 2025 · CIK: 2051985
Sentiment: neutral
Topics: spac, ipo, registration-statement
TL;DR
SPAC Iron Horse Acquisition Corp. II just filed its S-1. Get ready for a potential deal.
AI Summary
Iron Horse Acquisition Corp. II filed an S-1 registration statement on January 17, 2025, to register securities. The company, headquartered in Boca Raton, FL, is a special purpose acquisition company (SPAC) incorporated in Delaware. Jose Antonio Bengochea serves as the Chief Executive Officer.
Why It Matters
This S-1 filing indicates Iron Horse Acquisition Corp. II is preparing to go public, signaling potential future merger or acquisition activities in the market.
Risk Assessment
Risk Level: medium — As a SPAC, the company's success is contingent on finding and completing a business combination within a specified timeframe, which carries inherent risks.
Key Numbers
- 28 — Public Document Count (Indicates the volume of documents associated with this filing.)
Key Players & Entities
- Iron Horse Acquisition Corp. II (company) — Registrant
- January 17, 2025 (date) — Filing Date
- Boca Raton, FL (location) — Business Address
- Jose Antonio Bengochea (person) — Chief Executive Officer
- 333-284331 (other) — SEC File Number
FAQ
What is the primary purpose of this S-1 filing for Iron Horse Acquisition Corp. II?
The S-1 filing is a registration statement required by the SEC for companies planning to offer securities to the public, indicating Iron Horse Acquisition Corp. II is preparing for an initial public offering or a similar capital-raising event.
When was this S-1 filing submitted to the SEC?
The S-1 filing was submitted to the SEC on January 17, 2025.
Who is the Chief Executive Officer of Iron Horse Acquisition Corp. II?
Jose Antonio Bengochea is the Chief Executive Officer of Iron Horse Acquisition Corp. II.
Where is Iron Horse Acquisition Corp. II's principal executive office located?
The principal executive offices of Iron Horse Acquisition Corp. II are located at 851 Broken Sound Parkway NW, Suite 230, Boca Raton, FL 33487.
What is the SEC file number associated with this registration statement?
The SEC file number for this registration statement is 333-284331.
Filing Stats: 4,296 words · 17 min read · ~14 pages · Grade level 15.6 · Accepted 2025-01-17 14:58:18
Key Financial Figures
- $250,000,000 — ARY 17, 2025 PRELIMINARY PROSPECTUS $250,000,000 Iron Horse Acquisitions Corp. 
- $100,000 — be used to pay excise taxes (less up to $100,000 for our liquidation expenses), divided
- $10.00 — nit that we are offering has a price of $10.00 and consists of one share of common sto
- $0.0001 — consists of one share of common stock, $0.0001 par value per share (the “common
- $11.50 — one share of common stock at a price of $11.50 per share. Each full Warrant shall ent
- $287,500,000 — e Company will deposit $250,000,000 (or $287,500,000 if the over -allotment option is exerci
- $1.00 — otment option is exercised in full), at $1.00 per warrant for a total purchase price
- $4,580,000 — r warrant for a total purchase price of $4,580,000 in a private placement that will occur
- $225,000 — a price of $1.00 per private warrant or $225,000 (or $4,805,000 if the over -allotment o
- $4,805,000 — .00 per private warrant or $225,000 (or $4,805,000 if the over -allotment option is exerci
- $0.002 — res, which they purchased at a price of $0.002 per share (described more fully below).
- $25,000 — ased for an aggregate purchase price of $25,000 (or approximately $0.002 per share), up
- $50,000 — pay our sponsor an aggregate of $50,000 per month to our sponsor to cover, amon
- $45,000 — sponsor and the Company, such as up to $45,000 per month to our Chief Executive Office
- $300,000 — n of this offering, we will repay up to $300,000 in loans made to us by our sponsor to c
Filing Documents
- ea0227714-01.htm (S-1) — 2946KB
- ea022771401ex3-1_iron2.htm (EX-3.1) — 26KB
- ea022771401ex3-2_iron2.htm (EX-3.2) — 38KB
- ea022771401ex3-3_iron2.htm (EX-3.3) — 89KB
- ea022771401ex4-1_iron2.htm (EX-4.1) — 17KB
- ea022771401ex4-2_iron2.htm (EX-4.2) — 17KB
- ea022771401ex4-3_iron2.htm (EX-4.3) — 22KB
- ea022771401ex4-4_iron2.htm (EX-4.4) — 21KB
- ea022771401ex4-5_iron2.htm (EX-4.5) — 101KB
- ea022771401ex4-6_iron2.htm (EX-4.6) — 49KB
- ea022771401ex10-1_iron2.htm (EX-10.1) — 46KB
- ea022771401ex10-2_iron2.htm (EX-10.2) — 83KB
- ea022771401ex10-3_iron2.htm (EX-10.3) — 21KB
- ea022771401ex10-4_iron2.htm (EX-10.4) — 93KB
- ea022771401ex10-5i_iron2.htm (EX-10.5(I)) — 42KB
- ea022771401ex10-6_iron2.htm (EX-10.6) — 82KB
- ea022771401ex10-7_iron2.htm (EX-10.7) — 7KB
- ea022771401ex10-8_iron2.htm (EX-10.8) — 115KB
- ea022771401ex10-9_iron2.htm (EX-10.9) — 48KB
- ea022771401ex14_iron2.htm (EX-14) — 28KB
- ea022771401ex23-1_iron2.htm (EX-23.1) — 3KB
- ea022771401ex23-3_iron2.htm (EX-23.3) — 3KB
- ea022771401ex23-4_iron2.htm (EX-23.4) — 3KB
- ea022771401ex23-5_iron2.htm (EX-23.5) — 3KB
- ea022771401ex99-1_iron2.htm (EX-99.1) — 71KB
- ea022771401ex99-2_iron2.htm (EX-99.2) — 36KB
- ea022771401ex99-3_iron2.htm (EX-99.3) — 22KB
- ea022771401ex-fee_iron2.htm (EX-FILING FEES) — 22KB
- 0001213900-25-004555.txt ( ) — 4054KB
Risk Factors
Risk Factors   29 Cautionary Note Regarding Forward Looking Statements   52
Use of Proceeds
Use of Proceeds   53 Dividend Policy   56
Dilution
Dilution   57 Capitalization   60 Management’s Discussion and Analysis of Financial Condition and Results of Operations   61 Proposed Business   64 Management   83 Principal Stockholders   93 Certain Transactions   99
Description of Securities
Description of Securities   102 Shares Eligible for Future Sale   108 Material U.S. Federal Tax Considerations   110
Underwriting
Underwriting   116 Legal Matters   124 Experts   124 Where You Can Find Additional Information   124 Index to Financial Statements   F-1 i Table of Contents PROSPECTUS SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing. References in this prospectus to “we,” “us” or “our company” refer to Iron Horse Acquisitions Corp. II References in this prospectus to our “public shares” are to shares of our common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and references to “public stockholders” refer to the holders of our public shares, including our officers and directors to the extent they purchase public shares, provided that their status as “public stockholders” shall only exist with respect to such public shares. References in this prospectus to our “management” or our “management team” refer to our officers and directors and references to our “initial stockholders” are to our sole stockholder prior to this offering (excluding D. Boral Capital), Bengochea SPAC Sponsors II LLC. The term “ equity -linked securities” refers to any debt or equity securities issued in a transaction, i