Iron Horse Acquisitions Corp. Files 8-K

TL;DR

Iron Horse Acquisitions Corp. (IROH) filed an 8-K on 12/19 for events on 12/16 - material agreement entered.

AI Summary

Iron Horse Acquisitions Corp. filed an 8-K on December 19, 2024, reporting on events as of December 16, 2024. The filing indicates an entry into a material definitive agreement and includes financial statements and exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31.

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 stock value and future operations.

Risk Assessment

Risk Level: medium — 8-K filings often precede significant corporate actions, which can introduce volatility and uncertainty for investors.

Key Numbers

• 001-41898 — SEC File Number (Identifies the company's filing history with the SEC.)
• 85-4105289 — IRS Number (Company's Employer Identification Number.)

Key Players & Entities

• Iron Horse Acquisitions Corp. (company) — Registrant
• December 16, 2024 (date) — Earliest event reported
• December 19, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $11.50 — of common stock at an exercise price of $11.50 per share IROHW The Nasdaq Stock Ma
• $2,000,000 — nsation to the Sponsor in the amount of $2,000,000 to be paid at the Closing; and (iii) up
• $229,770 — ecember 16, 2024, the Company deposited $229,770 into the Company's trust account in ord
• $0.0333 — eposit into the trust account $229,770 ($0.0333 per unit) for each three-month extensio

Filing Documents

• ea0225407-8k425_iron.htm (8-K) — 48KB
• ea022540701ex2-1_iron.htm (EX-2.1) — 770KB
• 0001213900-24-110623.txt ( ) — 1178KB
• iroh-20241216.xsd (EX-101.SCH) — 4KB
• iroh-20241216_def.xml (EX-101.DEF) — 27KB
• iroh-20241216_lab.xml (EX-101.LAB) — 38KB
• iroh-20241216_pre.xml (EX-101.PRE) — 26KB
• ea0225407-8k425_iron_htm.xml (XML) — 8KB

01 Entry Into A Material Definitive Agreement

Item 1.01 Entry Into A Material Definitive Agreement On December 18, 2024, Iron Horse Acquisitions Corp. (the "Company" or "Acquiror" ), Zhong Guo Liang Tou Group Limited, a company incorporated and existing under the laws of the British Virgin Islands ("CFI"), and Rosy 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 CFI, entered into an Amended and Restated Business Combination Agreement (the "Amended Agreement"). All capitalized terms used herein, shall be as defined in the Amended Agreement. The following is a summary of the material changes that were included in the Amended Agreement: (i) including CFI as a party to the Business Combination, which included CFI making the representations and warranties; (ii) including compensation to the Sponsor in the amount of $2,000,000 to be paid at the Closing; and (iii) updating Section 11.6 to include the additional Acquiror expenses that will be paid by the Seller at the Closing and to include that the Acquiror Financing Note will remain outstanding if the Closing does not occur due to a Terminating Acquiror Breach, that is not cured, or regulatory action. The Amended Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description thereof is qualified in its entirety by reference to the full text of the Amended Agreement. The Amended Agreement provides investors with information regarding its terms and is not intended to provide any other factual information about the parties. In particular, the assertions embodied in the representations and warranties contained in the Amended Agreement were made as of the dates set forth in the Amended Agreement. Further, the Amended Agreement provides that such representations and warranties are qualified by information in confidential disclosure schedules that will be delivered by the parties to each other subseque

01. Other Events

Item 8.01. Other Events. On December 16, 2024, the Company deposited $229,770 into the Company's trust account in order to further extend the amount of time it has available to complete a business combination to March 29, 2025. Pursuant to the terms of the Company's amended and restated certificate of incorporation and the trust agreement between the Company and Continental Stock Transfer & Trust Company, dated December 27, 2023, the Company may extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of 18 months to complete a business combination). In order to extend the time available for the Company to consummate a business Combination in the absence of a charter amendment, the insiders or their affiliates or designees shall, upon five days' advance notice prior to the application deadline, deposit into the trust account $229,770 ($0.0333 per unit) for each three-month extension, on or prior to the date of the application deadline.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Amended and Restated Business Combination Agreement by and among the Company, CFI, and Seller 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. 1 Important Information and Where to Find It This Current Report on Form 8-K relates to a proposed transaction among the Company, CFI, 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 to obtain free copies of the Registration Statement, including the proxy statement/prospectus, and all other relevant documents filed or that will be filed with the SEC by the Comp

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K 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, CFI, 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 include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against the Company and CFI 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 CFI's business relationships, operating results and business generally; (4) risks that the Transactions disrupt CFI'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 Company or CFI may be adver

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: December 19, 2024 IRON HORSE ACQUISITIONS CORP. By: /s/ Jose Antonio Bengochea Name: Jose Antonio Bengochea Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR