Iron Horse Acquisitions Corp. Files 8-K on Corporate Structure

TL;DR

Iron Horse Acquisitions Corp. (IROH) filed an 8-K detailing its stock, warrants ($11.50 strike), and rights structure.

AI Summary

Iron Horse Acquisitions Corp. filed an 8-K on September 30, 2025, reporting on "Other Events." The filing details the company's structure, including common stock, redeemable warrants exercisable at $11.50 per share, and rights entitling holders to a fraction of a share of common stock. The company is incorporated in Delaware and operates in the Food & Kindred Products sector.

Why It Matters

This filing provides crucial details about the components of Iron Horse Acquisitions Corp.'s securities, which is important for investors to understand their rights and potential value.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not indicate any immediate financial distress or significant operational changes.

Key Numbers

• $11.50 — Warrant Exercise Price (Price at which redeemable warrants can be exercised for common stock.)

Key Players & Entities

• Iron Horse Acquisitions Corp. (company) — Registrant
• September 30, 2025 (date) — Date of Report
• $11.50 (dollar_amount) — Redeemable Warrants Exercise Price

FAQ

Key Financial Figures

• $11.50 — of common stock at an exercise price of $11.50 per share IROHW The Nasdaq Stock Ma
• $0.0001 — f the Company's common stock, par value $0.0001 per share (the "Common Stock"), as a re
• $10.60 — were redeemed at a redemption price of $10.60 per share, for an aggregate redemption
• $68.65 million — , for an aggregate redemption amount of $68.65 million. 1 China Securities Regulatory Commis

Filing Documents

• ea0259222-8k_ironhorse.htm (8-K) — 40KB
• 0001213900-25-094023.txt ( ) — 261KB
• iroh-20250930.xsd (EX-101.SCH) — 4KB
• iroh-20250930_def.xml (EX-101.DEF) — 27KB
• iroh-20250930_lab.xml (EX-101.LAB) — 38KB
• iroh-20250930_pre.xml (EX-101.PRE) — 26KB
• ea0259222-8k_ironhorse_htm.xml (XML) — 8KB

01. Other Events

Item 8.01. Other Events. Business Combination As previously disclosed, on September 29, 2024, Iron Horse Acquisitions Corp. (the "Company") entered into a business combination agreement (the "Business Combination Agreement"), 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 ("CFI"), pursuant to which the Company will purchase from Seller the ordinary shares of CFI in exchange for shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), as a result of which CFI will become a wholly owned subsidiary of the Company. On December 18, 2024, the Company, Seller and CFI entered into an amended and restated Business Combination Agreement (the "Amended and Restated Business Combination Agreement"). Stockholder Approval On June 20, 2025, the Company held a special meeting of stockholders (the "Business Combination Special Meeting") at which the stockholders approved the proposal to adopt the Amended and Restated Business Combination Agreement, dated as of December 18, 2024, by and among the Company, the Seller and CFI, approved the Second Amended and Restated Certificate of Incorporation of the Company, and approved the other related proposals presented therein. On June 25, 2025, the Company held special meeting of stockholders, and the stockholders approved the Company's Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period, until June 29, 2026 by providing one business days' notice to the Trustee. Pursuant to the Company's Certificate of Incorporation, holders of shares of Common Stock other than Bengochea SPAC Sponsors I L

Risk Factors

Risk Factors The Company is supplementing the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 (the "Form 10-K"), as further updated with Risk Factors included in any subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (collectively, the "SEC Reports"), with the following risk factor. This risk factor should be read in conjunction with the risk factors included in the SEC Reports. Further, the below Risk Factor also supplements the Company's prospectus (the "Prospectus") filed on May 15, 2025 pursuant to Rule 424(b)(3) of the Securities Exchange Act of 1934, as amended, in connection with its registration statement (File No. 333-283933) the Company filed with the United States Securities and Exchange Commission (the "Commission") in connection with the Business Combination. This risk factor should be read in conjunction with the risk factors included in the Prospectus. The Company and CFI have concluded, based on advice received from CFI's legal counsel in the PRC, that CFI has made all necessary filings with the CSRC under applicable PRC securities laws, and that there are no material legal impediments under currently effective PRC securities laws that would prevent the completion of the Business Combination and the combined company's listing on a U.S. national securities exchange. If the relevant PRC governmental authorities, including the CSRC, reach a different conclusion about the transaction or the applicability or scope of current PRC laws and regulations, the Company could be subject to legal sanctions or penalties. If the Company and CFI proceed with closing the Business Combination and the relevant PRC governmental authorities, including the CSRC, reach a different conclusion about the transaction or the applicability or scope of current PRC laws and regulations, the Company would be subject to the following risks: The combined company may face adverse actions and/

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 30, 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