Iron Horse Acquisitions Corp. Files 8-K

TL;DR

Iron Horse Acquisitions Corp. filed an 8-K on 9/29, looks like a big deal is happening.

AI Summary

Iron Horse Acquisitions Corp. filed an 8-K on October 2, 2024, reporting on events as of September 29, 2024. The filing indicates an entry into a material definitive agreement and includes financial statements and exhibits. Specific details regarding the agreement or financial performance are not elaborated in the provided text.

Why It Matters

This 8-K filing signals a significant corporate event for Iron Horse Acquisitions Corp., potentially related to a merger, acquisition, or other material agreement that could impact its future business operations and shareholder value.

Risk Assessment

Risk Level: medium — 8-K filings often precede significant corporate actions, but the lack of specific details in this excerpt makes it difficult to assess the immediate impact or risk.

Key Players & Entities

• Iron Horse Acquisitions Corp. (company) — Registrant
• September 29, 2024 (date) — Earliest event reported date
• October 2, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 001-41898 (commission_file_number) — SEC file number

FAQ

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 per share ("Common Stock"), as a result

Filing Documents

• ea0216441-8k425_iron.htm (8-K) — 59KB
• ea021644101ex2-1_iron.htm (EX-2.1) — 536KB
• ea021644101ex99-1_iron.htm (EX-99.1) — 23KB
• ex99-1_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-084466.txt ( ) — 977KB
• irohu-20240929.xsd (EX-101.SCH) — 4KB
• irohu-20240929_def.xml (EX-101.DEF) — 27KB
• irohu-20240929_lab.xml (EX-101.LAB) — 37KB
• irohu-20240929_pre.xml (EX-101.PRE) — 25KB
• ea0216441-8k425_iron_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 29, 2024 , Iron Horse Acquisitions Corp., a Delaware corporation (the "Company"), entered into a business combination agreement (the "Business Combination Agreement"), dated as of September 27, 2024, with Rosey Sea Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands ("Seller") and the owner of 100% of the issued and outstanding capital stock of Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (the "Target"). The Business Combination The Business Combination Agreement provides, among other things, that the Company will purchase from Seller the ordinary shares of the Target in exchange for shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), as a result of which the Target will become a wholly owned subsidiary of the Company. Assuming that holders of Common Stock eligible to have the Company redeem all or a portion of their shares of Common Stock in connection with the proposals to be presented to the Company's stockholders at a meeting of such stockholders (the "Stockholder Meeting") to approve (the "Stockholders' Approval") the Business Combination Agreement and the transactions contemplated thereby and by the related agreements (the "Transactions") and certain related proposals (collectively, the "Transaction Proposals") for a pro rata share of the funds on deposit in the Company's trust account, in which the Company has placed the proceeds of its initial public offering, elect to redeem all such eligible shares of Common Stock, the Company will issue to Seller 47,888,000 shares of Common Stock (the "Consideration") pursuant to the Business Combination Agreement. The number of shares of Common Stock constituting the Consideration will be reduced on a one-for-one basis by the number of shares of Common Stock that remain in the trust account immediately

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 2, 2024, the Company issued a press release (the "Press Release") to announce that it had entered into the Business Combination Agreement. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing. 3 Important Information and Where to Find It This Current Report on Form 8-K relates to a proposed transaction between the Company and Seller. This Current Report on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the Transactions, the Company intends to file relevant materials with the SEC, including the Registration Statement, which will include a proxy statement/prospectus. The proxy statement/prospectus will be sent to all Company stockholders. The Company also will file other documents regarding the Transactions with the SEC. Before making any voting or investment decision, investors and security holders of the Company are urged to read the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the Transactions as they become available because they will contain important information about the Transactions . Investors and security holders will be able

Forward-Looking Statements

Forward-Looking Statements The Press Release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts, including the statements regarding the anticipated timing and benefits of the Transactions. All forward-looking statements are based on the Company's current expectations and beliefs concerning future developments and their potential effects on the Company, the Target, or any successor entity thereof. Forward-looking statements are based on various assumptions, whether or not identified in the Press Release, and are subject to risks and uncertainties. These forward-looking statements are not intended to serve as a guarantee of future performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside the Company's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against the Company and the Target following announcement of the execution of the Business Combination Agreement and the Transactions; (2) the inability to complete the Transactions, including due to failure to obtain approval of the Company's stockholders or certain regulatory approvals, or to satisfy other conditions to Closing; (3) the effect of the announcement or pendency of the Transactions on the Target's business relationships, operating results and business generally; (4) risks that the Transactions disrupt the Target's current plans and operations; (5) the inability to obtain the listing of the post business combination entity's securities on Nasdaq following the proposed business combination; (6) changes in applicable laws or regulations; (7) the possibility that the Comp

01 Financial

Item 9.01 Financial (d) Exhibits Exhibit No. Description 2.1 Business Combination Agreement, dated as of September 27, 2024, by and among Iron Horse Acquisitions Corp. and Rosey Sea Holdings Limited 99.1 Press release dated October 2, 2024 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 5

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. Date: October 2, 2024 IRON HORSE ACQUISITIONS CORP. /s/ Jose Antonio Bengochea Name: Jose Antonio Bengochea Title: Chief Executive Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR