Iron Horse Acquisitions Corp. Reports Material Agreement, Equity Sales

TL;DR

**Iron Horse Acquisitions Corp. just made big moves, likely setting up a deal or extension; watch IROH, IROHR, IROHU, IROHW.**

AI Summary

Iron Horse Acquisitions Corp. filed an 8-K on January 2, 2024, reporting events from December 27, 2023. This filing indicates the company entered into a material definitive agreement, made unregistered sales of equity securities, and amended its articles of incorporation or bylaws. These actions are typical for a Special Purpose Acquisition Company (SPAC) nearing a business combination or extending its operational timeline, which could impact the value of its Common Stock (IROH), Rights (IROHR), Units (IROHU), and Warrants (IROHW) traded on The Nasdaq Stock Market LLC.

Why It Matters

This filing signals significant corporate actions for Iron Horse Acquisitions Corp., likely related to a potential merger or an extension of its operational period, which directly affects the company's future and the value of its securities.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate changes without specifying the details, creating uncertainty about the nature and impact of these events on the company's future.

Analyst Insight

A smart investor would monitor Iron Horse Acquisitions Corp. closely for subsequent filings (like a DEFA14A or another 8-K) that provide specific details about the material definitive agreement, the nature of the equity sales, and the amendments to its bylaws, as these will clarify the company's strategic direction and potential impact on its stock price.

Key Players & Entities

• Iron Horse Acquisitions Corp. (company) — the registrant filing the 8-K
• The Nasdaq Stock Market LLC (company) — the exchange where Iron Horse's securities are registered
• December 27, 2023 (date) — date of the earliest event reported
• January 2, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• Iron Horse Acquisitions Corp. will announce details of a business combination or an extension of its SPAC timeline. (Iron Horse Acquisitions Corp.) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — consists of one share of common stock, $0.0001 par value ("Common Stock"), one full wa
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $69,000,000 — per Unit, generating gross proceeds of $69,000,000. A total of $69,000,000 of the net pro
• $2,457,000 — arrants"), generating total proceeds of $2,457,000. The Private Warrants are identical to

Filing Documents

• c107530_8k-ixbrl.htm (8-K) — 41KB
• c107530_ex1-1.htm (EX-1.1) — 245KB
• c107530_ex3-1.htm (EX-3.1) — 45KB
• c107530_ex4-1.htm (EX-4.1) — 67KB
• c107530_ex4-2.htm (EX-4.2) — 48KB
• c107530_ex10-1.htm (EX-10.1) — 76KB
• c107530_ex10-2.htm (EX-10.2) — 97KB
• c107530_ex10-3.htm (EX-10.3) — 44KB
• c107530_ex10-4.htm (EX-10.4) — 366KB
• c107530_ex10-5.htm (EX-10.5) — 107KB
• c107530_ex10-6.htm (EX-10.6) — 97KB
• c107530_ex99-1.htm (EX-99.1) — 8KB
• c107530_ex99-2.htm (EX-99.2) — 9KB
• x1_c107530x40x1.jpg (GRAPHIC) — 14KB
• x1_c107530x40x2.jpg (GRAPHIC) — 9KB
• x1_c107530x91x1.jpg (GRAPHIC) — 4KB
• 0000930413-24-000012.txt ( ) — 1752KB
• iroh-20231227.xsd (EX-101.SCH) — 4KB
• iroh-20231227_def.xml (EX-101.DEF) — 14KB
• iroh-20231227_lab.xml (EX-101.LAB) — 25KB
• iroh-20231227_pre.xml (EX-101.PRE) — 14KB
• c107530_8k-ixbrl_htm.xml (XML) — 5KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On December 26, 2023, the registration Corp. (the "Company") was declared effective by the U.S. Securities and Exchange Commission. The Company subsequently filed, on December 27, 2023, a registration statement on Form S-1MEF (File No. 333-276282) (the "S-1MEF" and, together with the S-1, the "Registration Statement") pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which was effective immediately upon filing. In connection therewith, the Company entered into the following agreements previously filed as exhibits to the Registration An Underwriting Agreement, dated December 27, 2023, between the Company and EF Hutton LLC, as representative of the underwriters (collectively, the "Underwriters"); A Warrant Agreement, dated December 27, 2023, between the Company and Continental Stock Transfer & Trust Company ("Continental"); A Rights Agreement, dated December 27, 2023, between the Company and Continental; An Investment Management Trust Agreement, dated December 27, 2023, between the Company and Continental; An Escrow Agreement, dated December 27, 2023, among the Company, Continental, and Bengochea SPAC Sponsors I LLC, the Company's sponsor (the "Sponsor"); A Private Warrant Subscription Agreement, dated December 27, 2023, between the Company and the Sponsor; Letter Agreements, dated December 27, 2023, with the Sponsor and each of the Company's directors and officers; Indemnity Agreements, dated December 27, 2023, with each of the Company's directors and officers; and A Registration Rights Agreement, dated December 27, 2023, among the Company, the Sponsor, and each of the Company's directors and officers; On December 29, 2023, the Company consummated its IPO of 6,900,000 units (the "Units"), which amount includes a partial exercise of the Underwrite

02. Unregistered Sales of Equity

Item 3.02. Unregistered Sales of Equity Securities. In connection with the closing of the IPO, the Company consummated the private placement ("Private Placement") with the Sponsor of 2,457,000 warrants (the "Private Warrants"), generating total proceeds of $2,457,000. The Private Warrants are identical to the Warrants sold as part of the public Units in this offering. Additionally, the Sponsor agreed not to transfer, assign or sell any of the Private Warrants or underlying securities (except in limited circumstances, as described in the Registration Statement) until 180 days after the completion of the Business Combination. The Sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the Private Warrants. The Private Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

03. Amendments to Certificate

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. In connection with the closing of the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on December 26, 2023. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On December 27, 2023, 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 29, 2023, 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.

01. Financial Statements and

Item 9.01. Financial Statements and Exhibits. 1.1 Underwriting Agreement, dated December 27, 2023, between the Company and EF Hutton LLC. 3.1 Amended and Restated Certificate of Incorporation. 4.1 Warrant Agreement, dated December 27, 2023, between the Company and Continental Stock Transfer & Trust Company. 4.2 Rights Agreement, dated December 27, 2023, between the Company and Continental Stock Transfer & Trust Company. 10.1 Investment Management Trust Agreement, dated December 27, 2023, between the Company and Continental Stock Transfer & Trust Company. 10.2 Stock Escrow Agreement, dated December 27, 2023, among the Company, Continental Stock Transfer & Trust Company, and Bengochea SPAC Sponsors I LLC. 10.3 Private Warrant Subscription Agreement, dated December 27, 2023, between the Company and Bengochea SPAC Sponsors I LLC. 10.4 Letter Agreements, dated December 27, 2023, with Bengochea SPAC Sponsors I LLC and each of the Company's directors and officers. 10.5 Indemnity Agreements, dated December 27, 2023, with each of the Company's directors and officers. 10.6 Registration Rights Agreement, dated December 27, 2023, among the Company, Bengochea SPAC Sponsors I LLC, and each of the Company's directors and officers. 99.1 Press Release, dated December 27, 2023. 99.2 Press Release, dated December 29, 2023.

SIGNATURES

SIGNATURES 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. Dated: January 2, 2024 IRON HORSE ACQUISITIONS CORP. By: /s/ Jose A. Bengochea Name: Jose A. Bengochea Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR