Iron Horse Acquisitions Corp. Files 8-K

TL;DR

Iron Horse Acquisitions Corp. (IROH) filed an 8-K on 8/31, signaling a major deal.

AI Summary

Iron Horse Acquisitions Corp. filed an 8-K on August 31, 2025, reporting the entry into a material definitive agreement. The filing also includes financial statements and exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This filing indicates a significant event for Iron Horse Acquisitions Corp., potentially related to a merger, acquisition, or other material business development that investors should monitor.

Risk Assessment

Risk Level: medium — 8-K filings often signal significant corporate events, which can introduce volatility and risk depending on the nature of the agreement.

Key Numbers

• 2025-08-31 — Report Date (The date of the earliest event reported in the 8-K filing.)

Key Players & Entities

• Iron Horse Acquisitions Corp. (company) — Registrant
• August 31, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-41898 (filing_id) — SEC File Number

FAQ

Key Financial Figures

• $11.50 — of common stock at an exercise price of $11.50 per share IROHW The Nasdaq Stock Ma

Filing Documents

• ea0255666-8k_ironhorse.htm (8-K) — 39KB
• ea025566601ex2-1_ironhorse.htm (EX-2.1) — 13KB
• 0001213900-25-084028.txt ( ) — 278KB
• iroh-20250831.xsd (EX-101.SCH) — 4KB
• iroh-20250831_def.xml (EX-101.DEF) — 27KB
• iroh-20250831_lab.xml (EX-101.LAB) — 38KB
• iroh-20250831_pre.xml (EX-101.PRE) — 26KB
• ea0255666-8k_ironhorse_htm.xml (XML) — 8KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, on December 18, 2024, Iron Horse Acquisitions Corp. (the "Registrant" or "Iron Horse") entered into the Amended and Restated Business Combination Agreement (the "Business Combination Agreement"), by and among Iron Horse, Rosy Sea Holdings Limited ("Seller"), a company incorporated and existing under the laws of the British Virgin Islands and Zhong Guo Liang Tou Group Limited ("CFI"), a company incorporated and existing under the laws of the British Virgin Islands which is a wholly owned subsidiary of the Seller. On August 31, 2025, Iron Horse entered into an amendment to the Business Combination Agreement (the "Amendment") with Seller and CFI. Prior to the Amendment, the Business Combination Agreement provided that Iron Horse may terminate the Business Combination Agreement if the closing of the Business Combination has not occurred on or before September 1, 2025 (the "Agreement End Date"). Pursuant to the Amendment, the Agreement End Date is extended from September 1, 2025 to September 15, 2025. The summary above is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached hereto as Exhibits 2.1 and is incorporated herein. Unless otherwise defined herein, the capitalized terms used above are defined in the Business Combination Agreement.

01. Other Events

Item 8.01. Other Events On June 20, 2025, the stockholders of Iron Horse approved and adopted the Business Combination Agreement and certain other proposals. The Business Combination is pending. As a result of the vote to approve the Business Combination Agreement, the Registrant was required to permit the holders of shares of its common stock sold in its initial public offering to redeem those shares if desired. As a result of redemptions and the number of shares issued to the Seller pursuant to the terms of the Business Combination Agreement, the Registrant has determined that, upon consummation of the Business Combination, the Registrant will meet the definition of a "controlled company" pursuant to Nasdaq Listing Rule 5615(c)(1) as more than 50% of the voting power for the election of directors will be held by one entity. Companies that qualify as a controlled company may elect to not comply with certain corporate governance requirements otherwise applicable to Nasdaq-listed issuers including: (i) the requirement to have a majority of independent directors on the board; (ii) the requirement that the company's compensation committee be comprised entirely of independent directors; and (iii) the requirement that board nominations be made by a committee comprised entirely of independent directors or by a resolution of independent directors. While it will meet the definition post-closing, the Registrant does not intend to avail itself of the exceptions. However, at a later date, this decision could change and provided it still meets the definition of a controlled company, the Registrant could avail itself of the lesser corporate governance requirements outlined above. The Registrant will be required to disclose in its proxy statement whether it is taking advantage of the controlled company exemption. 1

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Description 2.1 Amendment No. 1 to the Amended and Restated Business Combination Agreement dated December 18, 2024 by and among Iron Horse, Seller and CFI. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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: September 3, 2025 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